{"url_path":"/sec/mysz/proxy/2026-05-21/000149315226024835","section_key":"body","section_title":"PRE 14A body","topic":"sec","document":{"doc_type":"PRE 14A","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1211805/0001493152-26-024835-index.html","accession_number":"0001493152-26-024835","cik":"0001211805","ticker":"MYSZ","issuer_name":"My Size, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1211805/0001493152-26-024835-index.html","primary_entity_key":"0001211805","primary_entity_name":"My Size, Inc."},"word_count":23802,"has_tables":true,"body_markdown":"false\n0001211805\nPRE 14A\n\n0001211805\n\n2025-01-01\n2025-12-31\n\n0001211805\n\n2025-12-31\n\n2025-01-01\n2025-12-31\n\n0001211805\n\n2024-01-01\n2024-12-31\n\n0001211805\n\necd:PeoMember\n\n2025-01-01\n2025-12-31\n\n0001211805\n\necd:PeoMember\n\n2024-01-01\n2024-12-31\n\n0001211805\n\necd:NonPeoNeoMember\n\n2025-01-01\n2025-12-31\n\n0001211805\n\necd:NonPeoNeoMember\n\n2024-01-01\n2024-12-31\n\n0001211805\n\necd:PeoMember\nMYSZ:GrantDateFairValueOfAwardsGrantedDuringTheCoveredFiscalYearMember\n\n2025-01-01\n2025-12-31\n\n0001211805\n\necd:PeoMember\nMYSZ:GrantDateFairValueOfAwardsGrantedDuringTheCoveredFiscalYearMember\n\n2024-01-01\n2024-12-31\n\n0001211805\n\necd:NonPeoNeoMember\nMYSZ:GrantDateFairValueOfAwardsGrantedDuringTheCoveredFiscalYearMember\n\n2025-01-01\n2025-12-31\n\n0001211805\n\necd:NonPeoNeoMember\nMYSZ:GrantDateFairValueOfAwardsGrantedDuringTheCoveredFiscalYearMember\n\n2024-01-01\n2024-12-31\n\n0001211805\n\necd:PeoMember\nMYSZ:FairValueAsOfTheEndOfTheCoveredFiscalYearOfAllAwardsGrantedDuringTheCoveredFiscalYearThatAreOutstandingAndUnvestedAtTheEndOfTheCoveredYearMember\n\n2025-01-01\n2025-12-31\n\n0001211805\n\necd:PeoMember\nMYSZ:FairValueAsOfTheEndOfTheCoveredFiscalYearOfAllAwardsGrantedDuringTheCoveredFiscalYearThatAreOutstandingAndUnvestedAtTheEndOfTheCoveredYearMember\n\n2024-01-01\n2024-12-31\n\n0001211805\n\necd:NonPeoNeoMember\nMYSZ:FairValueAsOfTheEndOfTheCoveredFiscalYearOfAllAwardsGrantedDuringTheCoveredFiscalYearThatAreOutstandingAndUnvestedAtTheEndOfTheCoveredYearMember\n\n2025-01-01\n2025-12-31\n\n0001211805\n\necd:NonPeoNeoMember\nMYSZ:FairValueAsOfTheEndOfTheCoveredFiscalYearOfAllAwardsGrantedDuringTheCoveredFiscalYearThatAreOutstandingAndUnvestedAtTheEndOfTheCoveredYearMember\n\n2024-01-01\n2024-12-31\n\niso4217:USD\n\n \n\n \n\n \n\n**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**WASHINGTON,\nD.C. 20549**\n\n \n\n**SCHEDULE\n14A INFORMATION**\n\n \n\n**Proxy\nStatement Pursuant to Section 14(a) of the Securities**\n\n**Exchange\nAct of 1934**\n\n \n\nFiled\nby the Registrant ☒\n\nFiled\nby a Party other than the Registrant ☐\n\nCheck\nthe appropriate box:\n\n \n\n☒\nPreliminary\nProxy Statement\n\n☐\n**Confidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n☐\nDefinitive\nProxy Statement\n\n☐\nDefinitive\nAdditional Materials\n\n☐\nSoliciting\nMaterial Pursuant to §240.14a-12\n\n \n\n**MY\nSIZE, INC.**\n\n(Name\nof Registrant as Specified In Its Charter)\n\n \n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if other than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check the appropriate box):\n\n \n\n☒\nNo\nfee required.\n\n \n \n\n☐\nFee\npaid previously with preliminary materials.\n\n \n \n\n☐\nFee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n \n\n \n\n \n\n \n\n \n\n \n\n**MY\nSIZE, INC.**\n\n \n\n**NOTICE\nOF ANNUAL MEETING**\n\n \n\n**AND**\n\n \n\n**PROXY\nSTATEMENT**\n\n \n\n**Meeting\nto be held on July 21, 2026, at 10:00 a.m. (local time)**\n\n \n\n**At\nthe Offices of Greenberg Traurig, P.A., One Azrieli Center, Round Tower, 30th floor, 132 Menachem Begin Rd, Tel Aviv 6701101 Israel**\n\n \n\n**MY\nSIZE, INC.**\n\n \n\n**NOTICE\nOF ANNUAL MEETING OF STOCKHOLDERS**\n\n \n\n**TO\nBE HELD ON JULY 21, 2026**\n\n \n\nAn\nannual meeting of stockholders (the “Annual Meeting”) of My Size, Inc. (“My Size”, the “Company”,\n“we”, “us”, or “our”) will be held on July 21, 2026, at the offices of Greenberg Traurig, P.A., One\nAzrieli Center, Round Tower, 30th floor, 132 Menachem Begin Rd, Tel Aviv 6701101 Israel at 10:00 a.m. (local time), to consider the following\nproposals:\n\n \n\n \n1.\nTo\nelect two Class II directors to serve on our board of directors for a term of three years or until their respective successors are\nelected and qualified, for which Oron Branitzky and Guy Zimmerman are the nominees;\n\n \n \n \n\n \n2.\nTo\napprove, on an advisory basis, the Company’s executive compensation;\n\n \n \n \n\n \n3.\nGrant\ndiscretionary authority to our board of directors to (i) amend our Amended and Restated Certificate of Incorporation, as amended,\nto effect one or more consolidations of the issued and outstanding shares of our common stock pursuant to which the shares of common\nstock would be combined and reclassified into one (1) share of common stock at a ratio within the range from 1-for-2 up to 1-for-30\n(the “Reverse Stock Split”); and (ii) determine whether to arrange for the disposition of fractional interests by stockholders\nentitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive\nsuch fractions are determined, or to entitle stockholders to receive from our transfer agent, in lieu of any fractional share, the\nnumber of shares of common stock rounded up to the next whole number, provided that, (X) that we shall not effect Reverse Stock Splits\nthat, in the aggregate, exceeds 1-for-30, and (Y) any Reverse Stock Split is completed no later than July 21, 2027;\n\n \n \n \n\n \n4.\nTo approve an\namendment to our Amended and Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock;\n\n \n \n \n\n \n5.\nTo\nratify the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2026; and\n\n \n \n \n\n \n6.\nTo\ntransact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.\n\n \n\n \n\n \n\n \n\nBECAUSE\nOF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTES AT THE ANNUAL MEETING\nIN PERSON OR BY PROXY.\n\n \n\nUnder\nSecurities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to stockholders over\nthe Internet, we have elected to deliver our proxy materials to our stockholders over the Internet. This delivery process allows us to\nprovide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery.\nOn or about June 1, 2026, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”)\ncontaining instructions on how to access our proxy statement for our annual meeting of stockholders and our Annual Report on Form 10-K\nfor the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026 (the “2025 Annual Report”). The Notice\nalso provides instructions on how to vote online and how to receive a paper copy of the proxy materials by mail.\n\n \n\nThese\nproposals are fully set forth in the accompanying Proxy Statement, which you are urged to read thoroughly. For the reasons set forth\nin the Proxy Statement, your board of directors recommends a vote “FOR” Proposals 1, 2, 3, 4 and 5. Only stockholders\nof record at the close of business on May 27, 2026 (the “Record Date”) will be entitled to attend and vote at the meeting.\nA list of all stockholders entitled to vote at the Annual Meeting will be available at the principal office of the Company during usual\nbusiness hours, for examination by any stockholder for any purpose germane to the Annual Meeting for 10 days prior to the date thereof.\nStockholders are cordially invited to attend the Annual Meeting. However, whether or not you plan to attend the meeting in person, your\nshares should be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed\nProxy in the accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. If\nyou do attend the meeting and wish to vote your shares personally, you may revoke your Proxy.\n\n \n\n \nBy\nOrder of the Board of Directors\n\n \n \n\n \n \n\n \nRonen\nLuzon\n\n \n\n*Member\nof the Board of Directors*\n\n \nJune      , 2026\n\n \n\nWHETHER\nOR NOT YOU PLAN ON ATTENDING THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.\n\n \n\n**IMPORTANT\nNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR**\n\n**THE\nANNUAL STOCKHOLDER MEETING TO BE HELD ON JULY 21, 2026:**\n\n \n\n**Our\nNotice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card and**\n\n**2025\nAnnual Report to Stockholders are available at:**\n\n \n\n**www.proxyvote.com**\n\n \n\n \n\n \n\n \n\n**TABLE\nOF CONTENTS**\n\n \n\n[PROXY\nSTATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS](#a_001)\n1\n\n[QUESTIONS\nAND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS](#a_002)\n1\n\n[PROPOSAL\nONE - ELECTION OF CLASS II DIRECTORS](#a_003)\n5\n\n[PROPOSAL\nTWO - APPROVAL OF COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS](#a_004)\n18\n\n[PROPOSAL\nTHREE - REVERSE STOCK SPLIT PROPOSAL](#a_005)\n19\n\n[PROPOSAL FOUR - BLANK CHECK PREFERRED STOCK PROPOSAL](#a_006)\n26\n\n[PROPOSAL FIVE - RATIFICATION OF THE RE-APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS](#sj_001)\n29\n\n[REPORT\nOF THE AUDIT COMMITTEE](#a_007)\n30\n\n[CERTAIN\nRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#a_008)\n31\n\n[ANNUAL\nREPORT](#a_009)\n31\n\n[OTHER\nMATTERS](#a_010)\n31\n\n \n\n \n\n \n\n \n\n**My\nSize, Inc.**\n\n**4\nHaNegev St., P.O.B. 1026,**\n\n**Airport\nCity, Israel, 7010000**\n\n \n\n**PROXY\nSTATEMENT**\n\n \n\n**ANNUAL\nMEETING OF STOCKHOLDERS**\n\n**July\n21, 2026**\n\n** **\n\n**IMPORTANT\nNOTICE REGARDING THE AVAILABILITY OF PROXY**\n\n**MATERIALS\nFOR**\n\n**THE\nANNUAL STOCKHOLDER MEETING TO BE HELD ON JULY 21, 2026:**\n\n \n\n**Our\nNotice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card and**\n\n**2025\nAnnual Report to Stockholders are available at:**\n\n \n\n**www.proxyvote.com**\n\n \n\nThis\nProxy Statement is furnished in connection with the solicitation of proxies by the board of directors of the Company to be voted at the\nAnnual Meeting of stockholders, which will be held on July 21, 2026 at the offices of the Company’s legal counsel, Greenberg Traurig,\nP.A., One Azrieli Center, Round Tower, 30th floor, 132 Menachem Begin Rd, Tel Aviv 6701101 Israel at 10:00 a.m. (local time), and at\nany postponements or adjournments thereof.\n\n \n\n**REVOCABILITY\nOF PROXY AND SOLICITATION**\n\n \n\nAny\nstockholder executing a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy. Revocation may be\nmade by attending the Annual Meeting and voting the shares of stock in person, or by delivering to the Secretary of the Company at the\nprincipal office of the Company prior to the Annual Meeting a written notice of revocation or a later-dated, properly executed proxy.\nSolicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile\ntransmittal or electronic communications. No additional compensation will be paid for any such services. This solicitation of proxies\nis being made by the Company which will bear all costs associated with the mailing of this proxy statement and the solicitation of proxies.\n\n \n\n**RECORD\nDATE**\n\n \n\nStockholders\nof record at the close of business on May 27, 2026, the Record Date, will be entitled to receive notice of, attend and vote at the meeting.\n\n \n\n**What\nis the Proxy Card?**\n\n \n\nThe\nProxy Card enables you to appoint Ronen Luzon, our Chief Executive Officer, and Oren Elmaliah, our Chief Financial Officer, as your representative\nat the Annual Meeting. By completing and returning a Proxy Card, you are authorizing each of Mr. Luzon and Mr. Elmaliah, to vote your\nshares at the Annual Meeting in accordance with your instructions on the Proxy Card. This way, your shares will be voted whether or not\nyou attend the Annual Meeting.\n\n \n\n**What\nis a Proxy Statement?**\n\n \n\nA\nproxy statement is a document that regulations of the SEC require that we give to you when we ask you to sign a proxy card to vote your\nstock at the Annual Meeting.\n\n \n\n**What\nis the purpose of the Annual Meeting?**\n\n \n\nAt\nour Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting on the cover page of this Proxy Statement,\nincluding (i) the election of two Class II directors to serve on the Company’s board of directors for a term of three years or\nuntil their respective successors are elected and qualified, for which Oron Branitzky and Guy Zimmerman are the nominees (the “Director\nElection Proposal”); (ii) the approval, on an advisory basis, of the company’s executive compensation (the “Say on\nPay Proposal”); (iii) the grant of discretionary authority to our board of directors to (a) amend our Amended and Restated Certificate\nof Incorporation, as amended (the “Certificate of Incorporation”) to effect one or more consolidations of the issued and\noutstanding shares of our common stock pursuant to which the shares of common stock would be combined and reclassified into one (1) share\nof common stock at a ratio within the range from 1-for-2 up to 1-for-30 (the “Reverse Stock Split”); and (b) determine whether\nto arrange for the disposition of fractional interests by stockholders entitled thereto, to pay in cash the fair value of fractions of\na share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle stockholders to receive\nfrom our transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided\nthat, (X) that we shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-30, and (Y) any Reverse Stock Split is\ncompleted no later than July 21, 2027 (the “Reverse Stock Split Proposal”); (iv) the approval of an amendment to our Amended\nand Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock (the “Blank Check Preferred\nStock Proposal”); and (v) the ratification of the appointment of Somekh Chaikin as our independent public accountant for the\nfiscal year ending December 31, 2026 (the “Auditor Reappointment Proposal”).\n\n \n\n**Why\ndid I receive a notice regarding the availability of proxy materials on the internet?**\n\n** **\n\nPursuant\nto rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending\na Notice of Internet Availability of Proxy Materials (the “Notice) to our stockholders of record. All stockholders will have the\nability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials.\nInstructions on how to access the proxy materials over the internet or to request a printed copy of the proxy materials (including a\nproxy card) may be found in the Notice. We intend to mail the Notice on or about June 1, 2026 to all stockholders of record entitled\nto vote at the Annual Meeting.\n\n \n\n1\n\n \n\n \n\n**What\nconstitutes a quorum?**\n\n \n\nThe\npresence at the meeting, in person or by proxy, of the holders of one third of the number of shares of common stock issued and outstanding\non the Record Date will constitute a quorum permitting the meeting to conduct its business. As of the Record Date, there were 4,818,164\nshares of the Company’s common stock issued and outstanding, each share entitled to one vote at the meeting. Thus, the presence\nof the holders of 1,606,055 shares of common stock will be required to establish a quorum. Abstentions, withhold votes and broker non-votes\nare counted as shares present and entitled to vote for purposes of determining a quorum.\n\n \n\n**What\nis the difference between a stockholder of record and a beneficial owner of shares held in street name?**\n\n \n\nMost\nof our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates\nin their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially in street\nname.\n\n \n\n*Stockholder\nof Record*\n\n \n\nIf\non May 27, 2026, your shares were registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered\na stockholder of record with respect to those shares, and the Notice was sent directly to you by the Company. As the stockholder of record,\nyou have the right to direct the voting of your shares by returning the Proxy Card to us. Whether or not you plan to attend the Annual\nMeeting, please complete, date, sign and return a Proxy Card to ensure that your vote is counted.\n\n \n\n*Beneficial\nOwner of Shares Held in Street Name (non-Israeli brokerage firm, bank, broker-dealer, or other nominee holders)*\n\n \n\nIf\non the Record Date, your shares were held in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are\nconsidered the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by that organization.\nThe organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial\nowner, you have the right to direct that organization on how to vote the shares held in your account. However, since you are not the\nstockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a valid proxy from the organization.\n\n \n\n**How\ndo I vote?**\n\n \n\nYour\nvote is very important to us. Whether or not you plan to attend the Annual Meeting, please vote by proxy in accordance with the instructions\non your proxy card or voting instruction form (from your broker or other intermediary). There are three convenient ways of submitting\nyour vote:\n\n \n\n \n●\n*By\nTelephone or Internet*- All record holders can vote by touchtone telephone from the United States using the toll free telephone\nnumber on the proxy card, or over the Internet, using the procedures and instructions described on the proxy card. “Street\nname” holders may vote by telephone or Internet if their bank, broker or other intermediary makes those methods available,\nin which case the bank, broker or other intermediary will enclose the instructions with the proxy materials. The telephone and Internet\nvoting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to\nconfirm that their instructions have been recorded properly.\n\n \n \n \n\n \n●\n*In\nPerson* - All record holders may vote in person at the Annual Meeting. “Street name” holders may vote in person at\nthe Annual Meeting if their bank, broker or other intermediary has furnished a legal proxy. If you are a “street name”\nholder and would like to vote your shares by proxy, you will need to ask your bank, broker or other intermediary to furnish you with\nan intermediary issued proxy. You will need to bring the intermediary issued proxy with you to the Annual Meeting and hand it in\nwith a signed ballot that will be provided to you at the Annual Meeting. You will not be able to vote your shares without an intermediary\nissued proxy. Note that a broker letter that identifies you as a stockholder is not the same as an intermediary issued proxy.\n\n \n \n \n\n** **\n●\n*By\nMail* - You may vote by completing, signing, dating and returning your proxy card or voting instruction form in the pre-addressed,\npostage-paid envelope provided.\n\n \n\n2\n\n \n\n \n\nThe\nboard of directors has appointed Ronen Luzon, our Chief Executive Officer, and Oren Elmaliah, our Chief Financial Officer, to serve as\nthe proxies for the Annual Meeting.\n\n \n\nIf\nyou complete and sign the proxy card but do not provide instructions for one or more of the proposals, then the designated proxies will\nor will not vote your shares as to those proposals, as described under “What happens if I do not give specific voting instructions?”\nbelow. We do not anticipate that any other matters will come before the Annual Meeting, but if any other matters properly come before\nthe meeting, then the designated proxies will vote your shares in accordance with applicable law and their judgment.\n\n \n\nIf\nyou hold your shares in “street name,” and complete the voting instruction form provided by your broker or other intermediary\nexcept with respect to one or more of the proposals, then, depending on the proposal(s), your broker may be unable to vote your shares\nwith respect to those proposal(s). See “What is a broker non-vote?” above.\n\n \n\nEven\nif you currently plan to attend the Annual Meeting, we recommend that you vote by telephone or Internet or return your proxy card or\nvoting instructions as described above so that your votes will be counted if you later decide not to attend the Annual Meeting or are\nunable to attend.\n\n \n\n**How\nare votes counted?**\n\n \n\nVotes\nwill be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the election of directors,\n“For,” “Withhold” and broker non-votes and, with respect to the other proposals, votes “For” and\n“Against,” abstentions and broker non-votes.\n\n \n\n**What\nis a broker non-vote?**\n\n \n\nIf\nyour shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you sign your\nproxy card but do not provide instructions on how your broker should vote on “routine” proposals, your broker will vote your\nshares as recommended by the board of directors. If a stockholder does not give timely customer direction to its broker or nominee with\nrespect to a “non-routine” matter, the shares represented thereby (“broker non-votes”) cannot be voted by the\nbroker or nominee, but will be counted in determining whether there is a quorum. Of the proposals described in this Proxy Statement,\nProposals 1, 2 and 4 are considered “non-routine” matters. Proposals 3 and 5 are considered “routine”\nmatters.\n\n \n\n**What\nis an abstention?**\n\n \n\nAn\nabstention is a stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted\nas shares present and entitled to vote at the Annual Meeting.\n\n \n\n**What\nhappens if I do not give specific voting instructions?**\n\n \n\n*Stockholders\nof Record.*If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then\nthe proxy holders will vote your shares in the manner recommended by the board of directors on all matters presented in this Proxy Statement\nand as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual\nMeeting.\n\n \n\n*Beneficial\nOwners of Shares Held in Street Name.*If you are a beneficial owner of shares held in street name and do not provide the organization\nthat holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the\norganization that holds your shares may generally vote on routine matters, but cannot vote on non-routine matters.\n\n \n\n3\n\n \n\n \n\n**What\nis the required vote for each proposal?**\n\n \n\n**Proposal\n1**: The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of directors. “Plurality”\nmeans that the nominees who receive the largest number of votes cast “for” are elected as directors. As a result, any shares\nnot voted “for” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted\nin such nominee’s favor and will have no effect on the outcome of the election. The proxies cannot be voted for a greater number\nof persons than two.\n\n \n\n**Proposal\n2:** The affirmative vote of a majority of the votes cast on the matter is required for the approval of Proposal 2. Any abstention\nfrom voting or broker non-vote with respect to such matter will not count as a vote for or against the amendment and will not affect\nthe outcome of the proposal. The vote on executive compensation is advisory, and therefore not binding; however, our compensation committee\nwill consider the outcome of the vote when considering future executive compensation arrangements.\n\n \n\n**Proposal\n3:** The affirmative vote of a majority of the votes cast on the matter is required for the approval of Proposal 3. Any abstention\nfrom voting or broker non-vote with respect to such matter will not count as a vote for or against the amendment and will not affect\nthe outcome of the proposal. Because this proposal is considered a “routine” matter under applicable stock exchange rules,\nwe do not expect to receive any broker non-votes on this proposal.\n\n \n\n**Proposal\n4:** The affirmative vote of a majority of the outstanding shares of the Company’s common stock\nentitled to vote thereon is required for the approval of Proposal 4. Any abstention\nfrom voting or broker non-vote with respect to such matter will not count as a vote for or against the amendment and will not affect\nthe outcome of the proposal.\n\n \n\n**Proposal\n5:** The affirmative vote of a majority of the votes cast on the matter is required for the approval of Proposal 5.\nStockholder ratification of the selection of Somekh Chaikin as the Company’s independent registered public accounting firm for\nthe fiscal year ending December 31, 2026 is not required by our Bylaws or other applicable legal requirement; however, our board is submitting\nthe selection of Somekh Chaikin to stockholders for ratification as a matter of good corporate practice. In the event that the stockholders\ndo not approve the selection of Somekh Chaikin, the audit committee will reconsider the appointment of the independent registered accounting\nfirm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent\nregistered accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests\nof the Company and its stockholders. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have\nthe same effect as a vote “against” the proposal. Because this proposal is considered a “routine” matter under\napplicable stock exchange rules, we do not expect to receive any broker non-votes on this proposal.\n\n \n\n**What\nare the board’s recommendations?**\n\n \n\nThe\nboard’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the board recommends\na vote:\n\n \n\n \n●\n“FOR”\nthe Director Election Proposal;\n\n \n \n \n\n \n●\n“FOR”\nthe Say on Pay Proposal;\n\n \n \n \n\n \n●\n“FOR”\nthe Reverse Stock Split Proposal;\n\n \n \n \n\n \n●\n“FOR” the Blank\nCheck Preferred Stock Proposal; and\n\n \n \n \n\n \n●\n“FOR”\napproval of the Auditor Reappointment Proposal.\n\n \n\nWith\nrespect to any other matter that properly comes before the meeting, the proxy holder will vote as recommended by the board of directors\nor, if no recommendation is given, in his own discretion.\n\n \n\n**Dissenters’\nRight of Appraisal**\n\n \n\nHolders\nof shares of our common stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection\nwith this solicitation.\n\n \n\n**How\nare proxy materials delivered to households?**\n\n \n\nWith\nrespect to eligible stockholders who share a single address, we may send only one Notice or other Annual Meeting materials to that address\nunless we receive instructions to the contrary from any stockholder at that address. This practice, known as “householding,”\nis designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive\na separate notice or proxy statement in the future, he or she may contact My Size, Inc., 4 HaNegev St., P.O.B. 1026, Airport City, Israel,\n7010000, Attention: Corporate Secretary or by calling us at +972 3 600 9030. Eligible stockholders of record receiving multiple copies\nof our Notice or other Annual Meeting materials can request householding by contacting us in the same manner. Stockholders who own shares\nthrough a bank, broker or other intermediary can request householding by contacting the intermediary.\n\n \n\nWe\nhereby undertake to deliver promptly, upon written or oral request, a copy of Notice or other Annual Meeting materials to a stockholder\nat a shared address to which a single copy of the document was delivered. Requests should be directed to the Corporate Secretary at the\naddress or phone number set forth above.\n\n \n\n4\n\n \n\n \n\n**When\nare Stockholder Proposals Due for the 2026 Annual Meeting?**\n\n \n\nStockholders\nwho wish to present proposals for inclusion in our proxy materials for the 2027 annual meeting of stockholders (the “2027 Annual\nMeeting”) may do so by following the procedures prescribed in Securities Exchange Act of 1934, as amended (the “Exchange\nAct”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. To be eligible, the stockholder proposals\nmust be received by our corporate secretary on or before                             ,\n2027. Although the board will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to vote against,\nstockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.\n\n \n\nOur\nbylaws govern the submission of nominations for director or other business proposals that a stockholder wishes to have considered at\na meeting of stockholders, but which are not included in our proxy statement for that meeting. Any appropriate proposal submitted by\na stockholder and intended to be presented at the 2027 Annual Meeting must be submitted in writing to the Company’s Secretary at\n4 HaNegev St., P.O.B. 1026, Airport City, Israel 7010000 and received no earlier than               , 2027, and no later than                           , 2027.\nHowever, if the date of the 2027 Annual Meeting is convened more than 30 days before, or delayed by more than 60 days after, July 21,\n2027, to be considered at our 2027 Annual Meeting, a stockholder proposal must be submitted in writing to the Company’s Secretary\nat 4 HaNegev St., P.O.B. 1026, Airport City, Israel 7010000 a stockholder proposal must be submitted in writing to the Company’s\nSecretary at 4 HaNegev St., P.O.B. 1026, Airport City, Israel 7010000 and received no earlier than the 120th day prior to such annual\nmeeting and not later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement\nof the date of such meeting is first made by the Company.\n\n \n\nTo\ncomply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees\nat the 2027 Annual Meeting must provide notice that sets forth the information required by Rule 14a19 under the Exchange Act no later\nthan                         ,\n2027. If the date of the 2027 Annual Meeting is changed by more than 30 calendar days from the anniversary date of the 2026 annual meeting,\nhowever, then the stockholder must provide notice by the later of 60 calendar days prior to the date of the 2027 Annual Meeting or the\n10th calendar day following the date on which public announcement of the date of the 2027 Annual Meeting is first made.\n\n \n\nA\ncopy of our bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our\nSecretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder\nproposals and nominating director candidates.\n\n \n\n**ACTIONS\nTO BE TAKEN AT THE MEETING**\n\n \n\n**PROPOSAL\nNO. 1**\n\n \n\n**ELECTION\nOF DIRECTORS**\n\n \n\nOur\nboard of directors are classified into three classes with staggered three-year terms, as follows:\n\n \n\n \n●\nClass\nI, comprised of two directors, Arik Kaufman and Roy Golan (with their terms expiring at our 2028 annual meeting of stockholders and\nmembers of such class serving successive three-year terms);\n\n \n●\nClass\nII, comprised of two directors, Oron Branitzky and Guy Zimmerman (with their terms expiring at the Annual Meeting and who are the\nnominees for re-election and members of such class serving successive three-year terms); and\n\n \n●\nClass\nIII, comprised of one director, Ronen Luzon (with his term expiring at our 2027 annual meeting of stockholders and members of such\nclass serving successive three-year terms).\n\n \n\nTo\npreserve the classified board structure, a director elected by the board of directors to fill a vacancy holds office until the next election\nof the class for which such director has been chosen, and until that director’s successor has been elected and qualified or until\nhis or her earlier death, resignation, retirement or removal.\n\n \n\n5\n\n \n\n \n\nBiographical\nand certain other information concerning the Company’s nominee for election to the board of directors and additional directors\nis set forth below. Except as indicated below, none of our directors is a director in any other reporting companies. We are not aware\nof any proceedings to which any of our directors, or any associate of any such director is a party adverse to us or any of our subsidiaries\nor has a material interest adverse to us or any of our subsidiaries.\n\n \n\nThe\nfollowing sets forth certain information with respect to each of our directors who are up for election or re-election at the Annual Meeting\n(Class I directors) and each additional director currently serving on our board of directors:\n\n \n\n**Name**\n \n**Age**\n \n**Class**\n \n**Position(s)**\n\nRonen\nLuzon\n \n55\n \nClass\nIII\n \nChief\nExecutive Officer and Director\n\n \n \n \n \n \n \n \n\nArik\nKaufman*\n \n44\n \nClass\nI\n \nDirector\n\n \n \n \n \n \n \n \n\nRoy\nGolan*\n \n51\n \nClass\nI\n \nDirector\n\n \n \n \n \n \n \n \n\nOron\nBranitzky*\n \n67\n \nClass\nII\n \nDirector\n\n \n \n \n \n \n \n \n\nGuy\nZimmerman*\n \n56\n \nClass\nII\n \nDirector\n\n \n\n*\nIndependent\nas that term is defined by the rules of the Nasdaq Stock Market.\n\n \n\n**Biographies\nof Class II Director Nominees Subject to Re-election at the Annual Meeting**\n\n \n\n**Oron\nBranitzky - Director**\n\n \n\nOron\nBranitzky has served as a member of our board of directors since March 2017. Mr. Barnitzky has vast experience in retail technology.\nSince November 2017, Mr. Branitzky has served as Global Retail Business Development at Superup, and from January 2007 until December\n2014 he served as Vice President of Sales and Marketing at Pricer AB. Prior to that, Mr. Branitzky has served as VP Marketing and Sales\nat Eldat Communication and Sarin Technologies Ltd. Since January 2015, Mr. Branitzky has served as chairman of the board of directors\nof WiseShelf Ltd. and from May 2015 until March 2016, Mr. Branitzky served as an advisory board member of ciValue. Mr. Branitzky received\na B.S. from the Hebrew University of Jerusalem and an MBA in International Marketing from Tel Aviv University. We believe that Mr. Branitzky\nis qualified to serve as a member of our board of directors because of his more than 20 years of experience in managing the sales of\nhi-tech solutions to retailers across the globe.\n\n \n\n**Guy\nZimmerman - Director**\n\n \n\nGuy\nZimmerman has served as a member of our board of directors since August 2021. Since November 2023, Mr. Zimmerman serves as Chief Executive\nOfficer of XJet 3D having served as Chief Marketing Officer from August 2022. Previously, Mr. Zimmerman served as Founder and CEO of\nManuFuture, an online b2b engineering marketplace, since February 2021. Prior to that from 2017 to 2021, Mr. Zimmerman acted as a consultant\nto several technology start-ups and was a founding partner of a business travel online platform. From 2013 to 2017, Mr. Zimmerman served\nas EVP of Marketing and Business Development of Kornit Digital and was part of the IPO leadership. Prior to that, Mr. Zimmerman served\nas VP of Global Sales and Business Development at Tefron Ltd., a provider of seamless garment technology, where he led the $100m sales\nand sales support organization serving global retail and fashion brands. Prior to that he served as Vice President of Strategy and Business\nDevelopment at Tnuva Group, Israel’s largest food manufacturer and spent eight years at McKinsey & Company. Mr. Zimmerman previously\nled a software startup in the field of operational healthcare management systems. Mr. Zimmerman holds a B.Sc. in Industrial Engineering\nfrom Tel Aviv University in Israel. We believe that Mr. Zimmerman is qualified to serve as a member of our board of directors because\nhis experience in business development in the technology and retail sectors.\n\n \n\n6\n\n \n\n \n\n**Biography\nof Other Directors**\n\n \n\n**Ronen\nLuzon - Founder, Director & Chief Executive Officer**\n\n \n\nRonen\nLuzon has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Mr. Luzon has\nadditionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which provides\ntechnological solutions for integrated communication infrastructures, security and control systems. Prior to Malers, he held several\nsenior marketing, sales management and professional services positions in a variety of international high tech companies including VP\nmarketing of GA Tech and Professional Services Manager of Eldat Communication. Mr. Luzon graduated from Middlesex University in London\nwith a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as a member of our board of directors\nbecause of his more than 20 years of experience in the technology sector.\n\n \n\n**Arik\nKaufman - Director**\n\n \n\nArik\nKaufman has served as a member of our board of directors since June 2017. Mr. Kaufman is an attorney specializing in the fields of commercial\nlaw, corporate law and capital markets and since 2016 runs his own law office in Israel. He has vast experience in the fields of financial\nreporting and financial regulation. Mr. Kaufman serves as the Chief Executive Officer of Steakholder Foods since January 2022. From September\n2017 until January 2022, Mr. Kaufman served as VP Business Development of Mor Research Applications. Mr. Kaufman holds an LLB in Law\nfrom the Interdisciplinary Center, Herzliya, and is admitted to the Israeli Bar. We believe that Mr. Kaufman is qualified to serve as\na member of our board of directors based upon his experience of assisting with the completion of numerous venture capital financings,\nmergers, acquisitions, and strategic relationships. In addition, he has served as a member of the board of various publicly traded companies,\nincluding companies that operate in the same industry as us.\n\n \n\n**Roy\nGolan – Director**\n\n \n\nRoy\nGolan has served as a member of our board of directors since March 2025. He acts as a financial advisor since July 2024 and currently\nserves as a director of Neurosense Therapeutics Ltd. (NASDAQ: NRSN), a Nasdaq listed company developing treatments for severe neurodegenerative\ndiseases, since July 2024. Mr. Golan previously served as the Chief Financial Officer of Ayala Pharmaceuticals, Inc. (OTCQX: ADXS), a\nclinical-stage oncology company, from its merger with BioSight Ltd., a private pharmaceutical company developing innovative therapeutics\nfor hematological malignancies and disorders, in October 2023 until June 2024. From 2019 to 2023, Mr. Golan served as Executive VP and\nChief Financial Officer of BioSight Ltd. From 2018 to 2019, Mr. Golan served as President and Chief Financial Officer of Exalenz Bioscience\nLtd. (TASE: EXEN), a Tel Aviv Stock Exchange listed global, commercial-stage diagnostics company which developed its BreathID® technology\nplatform to improve patient care by providing breath-based tests in the fields of gastroenterology and hepatology and was later acquired\nby Meridian Bioscience, Inc. (NASDAQ: VIVO). From 2015 to 2018, Mr. Golan served as the Chief Financial Officer of NeuroDerm (NASDAQ:\nNDRM), a Nasdaq listed clinical-stage pharmaceutical company developing next-generation drug-device combinations for central nervous\nsystem disorders, through its initial public offering until its acquisition by Mitsubishi Tanabe Pharma Group Company, and prior thereto\nhe served as their VP Finance. Mr. Golan holds an LLM from Bar Ilan University as well as a BA from The College of Management in Rishon\nLeZion and is also a licensed CPA. We believe that Mr. Golan is qualified to serve as a member of our board of directors because of his\nvast finance experience and public company management and administration in the fields of finance, accounting, and financial regulation.\n\n \n\n**Family\nRelationships**\n\n \n\nRonen\nLuzon, the Chief Executive Officer and a member of our board of directors, and Billy Pardo, the Chief Operating Officer and Chief Product\nOfficer, are husband and wife. There are no other family relationships among any of our current or former directors or executive officers.\n\n \n\n**Arrangements\nbetween Officers and Directors**\n\n \n\nTo\nour knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant\nto which the officer was selected to serve as an officer.\n\n \n\n7\n\n \n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nWe\nare not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters\nin bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set\nforth under Item 401(f) of Regulation S-K.\n\n \n\n**Board\nMeetings**\n\n \n\nThe\nboard met on 12 occasions during the fiscal year ended December 31, 2025. Each of the members of the board attended 100% of the\nmeetings held by the board during the fiscal year ended December 31, 2025. Other than Mr. Luzon, none of our directors attended our 2025\nannual meeting of stockholders.\n\n \n\nAlthough\nwe do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we strongly\nencourage our directors to attend.\n\n \n\n**Committees\nof the Board**\n\n \n\n**Audit\nCommittee**\n\n \n\nOur\naudit committee is comprised of Oron Branitzky, Roy Golan and Arik Kaufman. Mr. Golan serves as chairman of the audit committee. The\naudit committee is responsible for retaining and overseeing our independent registered public accounting firm, approving the services\nperformed by our independent registered public accounting firm and reviewing our annual financial statements, accounting policies and\nour system of internal controls. The audit committee acts under a written charter, which more specifically sets forth its responsibilities\nand duties, as well as requirements for the audit committee’s composition and meetings. The audit committee charter is available\non our website *www.mysizeid.com*.\n\n \n\nThe\nboard of directors has determined that each member of the audit committee is “independent,” as that term is defined by applicable\nSEC rules. In addition, the board of directors has determined that each member of the audit committee is “independent,” as\nthat term is defined by the rules of the Nasdaq Stock Market.\n\n \n\nThe\nboard of directors has determined that Roy Golan is an “audit committee financial expert” serving on its audit committee\nas the SEC has defined that term in Item 407 of Regulation S-K.\n\n \n\nThe\naudit committee met on 4 occasions during the fiscal year ended December 31, 2025. Each of the members of the audit committee attended\n100% of the meetings held by the audit committee during the fiscal year ended December 31, 2025.\n\n \n\n**Compensation\nCommittee**\n\n \n\nOur\ncompensation committee consists of Oron Branitzky, Roy Golan and Arik Kaufman. Mr. Branitzky serves as chairman of the compensation committee.\n\n \n\nThe\ncompensation committee’s roles and responsibilities include making recommendations to the board of directors regarding the compensation\nfor our executives, the role and performance of our executive officers, and appropriate compensation levels for our CEO, which are determined\nwithout the CEO present, and other executives. Our compensation committee also administers our 2017 Equity Incentive Plan and our 2017\nConsultant Equity Incentive Plan. The compensation committee acts under a written charter, which more specifically sets forth its responsibilities\nand duties, as well as requirements for the compensation committee’s composition and meetings. The compensation committee charter\nis available on our website *www.mysizeid.com*.\n\n \n\n8\n\n \n\n \n\nOur\ncompensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of\ndirectors on its discussions, decisions and other actions. Our compensation committee reviews and approves corporate goals and objectives\nrelating to the compensation of our Chief Executive Officer, evaluates the performance of our Chief Executive Officer in light of those\ngoals and objectives and determines and approves the compensation of our Chief Executive Officer based on such evaluation. The Chief\nExecutive Officer may not participate in, or be present during, any deliberations or determinations of the compensation committee regarding\nhis compensation or individual performance objectives. Our compensation committee has the sole authority to determine our Chief Executive\nOfficer’s compensation. In addition, our compensation committee, in consultation with our Chief Executive Officer, reviews and\napproves all compensation for other officers, including the directors. Our Chief Executive Officer and Chief Financial Officer also make\ncompensation recommendations for our other executive officers and initially propose the performance objectives to the compensation committee.\n\n \n\nThe\ncompensation committee is authorized to retain the services of one or more executive compensation and benefits consultants or other outside\nexperts or advisors as it sees fit, in connection with the establishment of our compensation programs and related policies.\n\n \n\nOur\nboard of directors has determined that all of the members of the compensation committee are “independent” as that term is\ndefined by the rules of the Nasdaq Stock Market.\n\n \n\nThe\ncompensation committee met on 2 occasions during the fiscal year ended December 31, 2025. Each of the members of the compensation\ncommittee attended 100% of the meetings held by the compensation committee during the fiscal year ended December 31, 2025.\n\n \n\n**Nominating\nand Governance Committee**\n\n \n\nThe\nmembers of the nominating and corporate governance committee are Oron Branitzky, Roy Golan and Arik Kaufman. Mr. Kaufman serves as chairman\nof the corporate governance and nominations committee. The nominating and corporate governance committee acts under a written charter,\nwhich more specifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance\ncommittee’s composition and meetings. The nominating and corporate governance committee charter is available on our website *www.mysizeid.com*.\n\n \n\nThe\nnominating and corporate governance committee develops, recommends and oversees implementation of corporate governance principles for\nus and considers recommendations for director nominees. The nominating and corporate governance committee also considers stockholder\nrecommendations for director nominees that are properly received in accordance with applicable rules and regulations of the SEC. Our\nstockholders that wish to nominate a director for election to the board of directors should follow the procedures set forth in our bylaws.\nSee “When are Stockholder Proposals Due for the 2027 Annual Meeting?”\n\n \n\nThe\nnominating and corporate governance committee will consider persons identified by its members, management, stockholders, investment bankers\nand others. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide that persons\nto be nominated:\n\n \n\n \n●\nshould\nbe accomplished in his or her field and have a reputation, both personal and professional, that is consistent with our image and\nreputation;\n\n \n \n \n\n \n●\nshould\nhave relevant experience and expertise and would be able to provide insights and practical wisdom based upon that experience and\nexpertise; and\n\n \n \n \n\n \n●\nshould\nbe of high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume\nbroad fiduciary responsibility.\n\n \n\nThe\nnominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience,\nbackground and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating\nand corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific\nboard needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and\ndiverse mix of board of directors members. The nominating and corporate governance committee will not distinguish among nominees recommended\nby stockholders and other persons.\n\n \n\nOur\nboard of directors has determined that all of the members of the nominating and corporate governance committee are “independent”\nas that term is defined by the rules of the Nasdaq Stock Market.\n\n \n\n9\n\n \n\n \n\nThe\nnominating and corporate governance committee met on one occasion during the fiscal year ended December 31, 2025. Each of the members\nof the audit committee attended 100% of the meetings held by the audit committee during the fiscal year ended December 31, 2025.\n\n \n\n**Stockholder\nCommunications with the Board of Directors**\n\n \n\nHistorically,\nwe have not provided a formal process related to stockholder communications with the board. Nevertheless, every effort has been made\nto ensure that the views of stockholders are heard by the board or individual directors, as applicable, and that appropriate responses\nare provided to stockholders in a timely manner. Stockholders or other interested parties may communicate with any director by writing\nto them at My Size, Inc., HaNegev 4, POB 1026, Airport City, Israel 7010000, Attention: Corporate Secretary.\n\n \n\n**Code\nof Conduct and Ethics**\n\n \n\nWe\nhave a Code of Business Conduct and Ethics that applies to all our employees. The text of the Code of Business Conduct and Ethics is\npublicly available on our website at www.mysizeid.com. Information contained on, or that can be accessed through, our website does not\nconstitute a part of this report and is not incorporated by reference herein. Disclosure regarding any amendments to, or waivers from,\nprovisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be posted on\nthe “Investors-Corporate Governance” section of our website at www.mysizeid.com or will be included in a Current Report on\nForm 8-K, which we will file within four business days following the date of the amendment or waiver.\n\n \n\n**Insider\nTrading Policy**\n\n** **\n\nWe\nhave adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors,\nofficers and certain other covered persons, and which is reasonably designed to promote compliance with applicable insider trading laws,\nrules and regulations, and any listing standards applicable to us. A copy of our insider trading policy is filed as an exhibit to our\n2025 Annual Report. In addition, with regard to any trading in our own securities, it is our policy to comply with the federal securities\nlaws and the applicable exchange listing requirements.\n\n** **\n\n**Clawback\nPolicy**\n\n \n\nWe\nhave adopted an Executive Officer Clawback Policy (the “Clawback Policy”), in accordance with the Nasdaq listing standards\nand Rule 10D-1 if the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which applies to our current and\nformer executive officers. Under the Clawback Policy, we are required to recoup the amount of any Erroneously Awarded Compensation (as\ndefined in the Clawback Policy) on a pre-tax basis within a specified lookback period in the event of any Accounting Restatement (as\ndefined in the Clawback Policy), subject to limited impracticability exception. A copy of the Clawback Policy is filed as an exhibit\nto our 2025 Annual Report.\n\n** **\n\n**Board\nLeadership Structure and Role in Risk Oversight**\n\n \n\nAlthough\nwe do not require separation of the offices of the Chairman of the Board and Chief Executive Officer, we have in the past had a different\nperson serving in each such role. The position of Chairman is currently vacant. The decision whether to combine or separate these positions\ndepends on what our board deems to be in the long term interest of stockholders in light of prevailing circumstances. The separation\nof duties provides strong leadership for the board while allowing the Chief Executive Officer to be the leader of the Company, focusing\non its customers, employees, and operations. Our board of directors believes the Company is well-served by this flexible leadership structure\nand that the combination or separation of these positions should continue to be considered on an ongoing basis.\n\n \n\n10\n\n \n\n \n\n**Anti-hedging\nPolicy**\n\n \n\nOur\ninsider trading policy prohibits directors, officers and other employees or contractors from engaging in short sales, transactions in\nput or call options, hedging transactions or other inherently speculative transactions with respect to our stock at any time.\n\n \n\n**Director\nCompensation**\n\n \n\nThe\nfollowing table sets forth compensation information for our non-employee directors for the year ended December 31, 2025.\n\n \n\nName \n\n**Fees\nearned or paid in cash ($)(1)**\n  \n\n**Option\nawards**\n\n**($)(1)(2)**\n  \n\n**Total**\n\n**($)**\n \n\nRoy Golan \n 9,442  \n 13,200  \n 22,642 \n\nOron Barnitzky \n 17,338  \n 13,200  \n 30,538 \n\nArik Kaufman \n 17,530  \n 13,200  \n 30,730 \n\nGuy Zimmerman \n 15,619  \n 13,200  \n 28,819 \n\n \n\n(1)\nFees\nfor the year 2025 are based on average US$/NIS representative exchange rates of NIS 3.45.\n\n \n \n\n(2)\nAmounts\nin this column represent the grant date fair value of options granted to the non-employee directors during 2022 computed in accordance\nwith FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the non-employee\ndirectors. The assumptions made in valuing the options reported in this column are discussed in Note 14 to our financial statements\nfor the year ended December 31, 2025.\n\n \n\nWe\ncompensate our non-employee directors for their service as a member of our board. Mr. Luzon received no separate compensation for board\nservice. Mr. Luzon’s compensation is set forth below in the Summary Compensation Table.\n\n \n\nEach\nnon-employee director is entitled to receive a per meeting fee of $325. Non-employee directors are also reimbursed for their travel and\nreasonable out-of-pocket expenses incurred in connection with attending board and committee meetings, to the extent that attendance is\nrequired by the board or the committee(s) on which that director serves.\n\n \n\nOn\nDecember 15, 2025, the Board of Directors of the Company granted shares of restricted stock under the 2017 Plan to each director, pursuant\nto which they were each issued 15,000 restricted shares. The restricted shares vested on December 31, 2025.\n\n \n\n**RECOMMENDATION\nOF THE BOARD FOR PROPOSAL NO. 1:**\n\n \n\n**THE\nBOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE TWO NOMINEES NAMED ABOVE UNTIL THE TERM OF SUCH DIRECTORS EXPIRES IN ACCORDANCE WITH\nTHEIR CLASS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.**\n\n \n\n11\n\n \n\n \n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n \n\nThe\nfollowing table sets forth certain information regarding beneficial ownership of shares of our common stock as of May 21, 2026\nby (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of\nour executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named\nin the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property\nlaws, where applicable.\n\n \n\nBeneficial Owner(1) \nShares\nof Common Stock Beneficially Owned  \n**Percentage(2)** \n\nExecutive officers and directors: \n    \n   \n\nRonen Luzon \n 362,835(3) \n 7.53%\n\nOren Elmaliah \n 32,500(4) \n * \n\nBilly Pardo \n 78,750(5) \n 1.63%\n\nBorja Cembrero Saralegui \n 120,757(6) \n 2.51%\n\nArik Kaufman \n 17,500(7) \n * \n\nOron Branitzky \n 17,500(8) \n * \n\nGuy Zimmerman \n 17,500(9) \n * \n\nRoy Golan \n 15,000(10) \n * \n\nAll Executive Officers and Directors as a Group\n(8 persons) \n 662,342  \n 13.74%\n\n \n\n*\nLess\nthan 1%\n\n \n\n(1)\nThe address of each person is c/o My Size, Inc., 4 HaNegev St., P.O.B. 1026, Airport City, Israel 7010000 unless otherwise indicated\nherein.\n\n \n\n(2)\nThe calculation in this column is based upon 4,818,164 shares of common stock outstanding on May 21, 2026. Beneficial ownership\nis determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities.\nShares of common stock that are currently exercisable or exercisable within 60 days of May 21, 2026 are deemed to be beneficially\nowned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are\nnot treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.\n\n \n\n(3)\nConsists of (i) 34,085 shares of common stock, (ii) 250,000 shares of restricted stock granted under the 2017 Plan, and (iii) 78,750\nshares of restricted stock granted to Billy Pardo, Ronen Luzon’s spouse under the 2017 Plan. Mr. Luzon may be deemed to beneficially\nhold the securities of the Company held by Ms. Pardo.\n\n \n\n(4)\nConsists of 32,500 shares of restricted stock granted under the 2017 Plan.\n\n \n\n(5)\nConsists of (i) 78,750 shares of restricted stock granted under the 2017 Plan, and (ii) 250,000 shares of restricted stock which are\nheld by Ronen Luzon, Billy Pardo’s spouse. Ms. Pardo may be deemed to beneficially hold the securities of the Company held by Mr.\nLuzon.\n\n \n\n(6)\nConsists of (i) 110,000 shares of restricted stock granted under the 2017 Plan, (ii) 7,965 shares of common stock, and (iii) an option\nto purchase 2,792 shares of our common stock.\n\n \n\n(7)\nConsists of 17,500 shares of restricted stock granted under the 2017 Plan.\n\n \n\n(8)\nConsists of 17,500 shares of restricted stock granted under the 2017 Plan.\n\n \n\n(9)\nConsists of 17,500 shares of restricted stock granted under the 2017 Plan.\n\n \n\n(10)\nConsists of 15,900 shares of restricted stock granted under the 2017 Plan.\n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of the 1934 Act requires the Company’s directors and certain officers, as well as persons who beneficially own more than\n10% of the outstanding shares of Common Stock, to file reports regarding their initial stock ownership and subsequent changes to their\nownership with the SEC.\n\n \n\nBased\nsolely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company, the Company believes that during fiscal year\n2025 all Section 16(a) filing requirements were timely satisfied, except that a Form 4 filed by Avatar Securities, LLC reporting multiple\ntransactions was filed late.\n\n \n\n**EXECUTIVE\nCOMPENSATION AND OTHER INFORMATION**\n\n \n\nThe\nfollowing table sets forth certain information about our executive officers:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nRonen\nLuzon\n \n55\n \nChief\nExecutive Officer and Director\n\nOren\nElmaliah\n \n42\n \nChief\nFinancial Officer\n\nBilly\nPardo\n \n50\n \nChief\nOperating Officer and Chief Product Officer\n\nBorja\nCembrero Saralegui\n \n34\n \nChief\nGrowth Officer\n\n \n\n**Ronen\nLuzon - Founder, Director & Chief Executive Officer**\n\n \n\n**Ronen\nLuzon** has served as our Chief Executive Officer and a member of our board of directors since September 2013. Since 2006, Mr. Luzon\nhas additionally served as Chief Executive Officer and founder of Malers Ltd., a company in the global security solutions market which\nprovides technological solutions for integrated communication infrastructures, security and control systems. Prior to Malers, he held\nseveral senior marketing, sales management and professional services positions in a variety of international high tech companies including\nVP marketing of GA Tech and Professional Services Manager of Eldat Communication. Mr. Luzon graduated from Middlesex University in London\nwith a B.S. in IT and Business Information Systems. We believe that Mr. Luzon is qualified to serve as a member of our board of directors\nbecause of his more than 20 years of experience in the technology sector.\n\n \n\n12\n\n \n\n \n\n**Oren\nElmaliah - Chief Financial Officer**\n\n \n\n**Oren\nElmaliah** served as a member of our board of directors since May 2017 until March 2025. Effective April 1, 2025, Mr. Elmaliah was\nappointed as our Chief Financial Officer. In September 2015, Oren Elmaliah founded Accounting Team IL and has acted as Account Manager\nsince then. Accounting Team IL is a financial consultancy and service provider to public companies traded in Israel and abroad. Since\nFebruary 2017, Mr. Elmaliah has served as controller of Enlivex Therapeutics Ltd., and since January 2017 he has served as Chief Financial\nOfficer of Presstek Israel. In addition, since September 2015, Mr. Elmaliah has served as an Israel Authorities Reporting Officer of\nLG Electronics Israel and since September 2015 he has served as Local Financial Report Consultant of Chiasma. From July 2011 until August\n2015, Mr. Elmaliah served as CPA, Financial Director of CFO Director Ltd and from June 2010 until July 2011 he served as Risk Management\nConsultant of RSM International Limited. Mr. Elmaliah holds a B.A. in Accounting/Economics and a Msc. in Finance/Accounting from Tel\nAviv University, Israel. He is a licensed Certified Public Accountant in Israel.\n\n \n\n**Billy\nPardo - Chief Operating Officer and Chief Product Officer**\n\n \n\n**Billy\nPardo** has served as our Chief Product Officer since May 2014 and Chief Operating Officer since April 2019. From April 2010 until\nAugust 2013, Ms. Pardo served as Senior Director of Product Management of Fourier Education. Among her areas of expertise are launching\nproducts from concept to successful delivery in various methodologies, including Fourier Education’s award-winning einstein™\nScience Tablet. Prior to that Ms. Pardo served in various product management positions including, Project Manager of Time to Know, Product\nMarketing Manager of RiT Technologies, Product Manager of Pricer AB and R&D Team Leader at Pricer AB. Ms. Pardo previously served\nas Software Engineer at Eldat Communication Ltd., and QA Engineer at NICE Systems. Ms. Pardo received an MBA from The Interdisciplinary\nCenter and a B.A. in Computer Science from The Academic College of Tel-Aviv-Yaffo.\n\n \n\n**Borja\nCembrero Saralegui - Chief Growth Officer**\n\n \n\n**Borja\nCembrero Saralegui** has served as our Chief Growth Officer since May 2025. Mr. Cembrero brings a proven track record in fashion-tech\ninnovation, strategic growth, and AI deployment in retail and has more than a decade of experience across entrepreneurship, marketing,\nand business development. Since 2022, Mr. Cembrero has served as the chief executive officer of My Size’s wholly-owned subsidiary,\nNaiz Bespoke Technologies, S.L. (“Naiz Fit”), a company he co-founded in 2017 prior to its acquisition by My Size in 2022.\nPrior to this role, from 2016 to 2017, Mr. Cembrero co-founded Teem Players, a digital sports platform that connect sports fans to players\nin their city of choice, and from 2015 to 2016, Mr. Cembrero served in a business development role at GrowPro Experience, a digital platform\nthat offers free integral advisory to people who want to live, study and work abroad. Mr. Cembrero holds a double degree in Business\nAdministration and Law from Deusto Business School (Spain), where he graduated as part of the institution’s prestigious Honors\nProgram, and has also been a professor of international marketing at Deusto Business School. He also completed executive training in\nLeadership, People Management, and Organizational Efficiency through a joint program by Mondragon University and Fundación EDE.\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing sets forth the compensation paid by us to our named executive officers, during the years ended December 31, 2025 and December\n31, 2024.\n\n \n\nName and Principal\nPosition \nYear \nSalary\n($) (1)  \nBonus\n($)  \nStock\nAwards ($)  \nOption\nAwards ($) (3)  \nAll\nOther Compensation ($)  \nTotal\n($) \n\nRonen Luzon \n2025 \n 268,471  \n -  \n 176,000  \n -  \n 98,810  \n 543,281 \n\nChief Executive Officer \n2024 \n 204,000  \n 86,000  \n 78,000  \n -  \n 83,000  \n 451,000 \n\nOren Elmaliah \n2025 \n 155,217  \n -  \n 26,400  \n -  \n -  \n 181,617 \n\nChief Financial Officer \n2024 \n -  \n -  \n -  \n -  \n -  \n - \n\nBilly Pardo \n2025 \n 182,094  \n -  \n 52,800  \n -  \n 12,591  \n 247,486 \n\nChief Operating Officer\nand Chief Product Officer \n2024 \n 159,000  \n -  \n 39,000  \n -  \n 62,000  \n 260,000 \n\nBorja Cembrero Saralegui\n(2) \n2025 \n 129,542  \n -  \n 96,800  \n -  \n 17,418  \n 243,760 \n\nChief Growth Officer \n2024 \n 83,585  \n -  \n -  \n -  \n 16,765  \n 100,350 \n\n \n\n(1)\nSalary for the years 2025 and 2024 are based on average US$/NIS representative exchange rates of NIS 3.45 and NIS 3.699 respectively.\n\n \n\n(2)\nSalary for the years 2025 and 2024 are based on average EUR/US$ representative exchange rates of $1.131 and $1.082 respectively.\n\n \n\n(3)\nAmounts in this column represent the grant date fair value of options granted to the named executive officers during 2025 and 2024, computed\nin accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named\nexecutive officers. The assumptions made in valuing the options reported in this column are discussed in Note 14 to our audited financial\nstatements for the year ended December 31, 2025 and Note 4 to our condensed consolidated interim financial statements for the quarterly\nperiod ended September 30, 2025.\n\n \n\n13\n\n \n\n \n\n**All\nOther Compensation Table**\n\n \n\nThe\n“All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:\n\n \n\n  \n  \n\n**Automobile-**\n\n**Related**\n  \nManager’s  \nEducation  \nOther social  \n  \n\n  \n  \nExpenses  \nInsurance*  \nFund*  \nbenefits**  \nTotal \n\nName \nYear \n($)  \n($)  \n($)  \n($)  \n($) \n\nRonen Luzon \n2025 \n 29,000  \n 40,515  \n 16,703  \n 12,591  \n 98,810 \n\n  \n2024 \n 29,000  \n 30,000  \n 14,000  \n 10,000  \n 83,000 \n\n  \n  \n    \n    \n    \n    \n   \n\nOren Elamaliah \n2025 \n -  \n -  \n -  \n -  \n - \n\n  \n2024 \n -  \n -  \n -  \n -  \n - \n\n  \n  \n    \n    \n    \n    \n   \n\nBilly Pardo \n2025 \n 14,000  \n 25,635  \n 12,390  \n 12,591  \n 64,616 \n\n  \n2024 \n 14,000  \n 24,000  \n 12,000  \n 12,000  \n 62,000 \n\n  \n  \n    \n    \n    \n    \n   \n\nBorja Cembrero Saralegui \n2025 \n -  \n -  \n -  \n 17,418  \n - \n\n  \n2024 \n -  \n -  \n -  \n 16,765  \n - \n\n \n\n*\nManager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance\nis a combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability\ninsurance premiums. An education fund is a savings fund of pre-tax contributions to be used after a specified period of time for educational\nor other permitted purposes.\n\n \n\n**\nOther social benefits for 2025 and 2024 for all named individuals includes tax payments in respect of social benefits.\n\n \n\n**Agreements\nwith Named Executive Officers**\n\n \n\n**Ronen\nLuzon**\n\n \n\nOn\nNovember 18, 2018, My Size Israel, our wholly owned subsidiary, entered into an employment agreement with Ronen Luzon, or the Luzon Employment\nAgreement, pursuant to which Mr. Luzon will serve as our Chief Executive Officer. Effective July 1, 2024, Mr. Luzon’s monthly base\nsalary was increased to NIS 60,500 from NIS 55,000 per month as his base salary and is eligible to receive such bonus as determined by\nus. In addition, Mr. Luzon shall be entitled social benefits and to other benefits, including, but not limited to, contributions towards\nan education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation\ndays, sick leave and expense reimbursement. Pursuant to the terms of the Luzon Employment Agreement and subject to certain conditions,\npayments made by the Company to the pension fund or manager’s insurance fund shall be made in lieu of severance payments due to\nMr. Luzon. The term of the Luzon Employment Agreement shall be effective as of September 1, 2018 and shall continue until such time either\nparty provides written notice to the other party at least 75 days in advance of the termination of such agreement. We may also terminate\nMr. Luzon’s employment without prior written notice (or payment in lieu of such notice) for Cause (as defined in the Luzon Employment\nAgreement).\n\n \n\n**Oren\nElmaliah**\n\n \n\nEffective\nas of March 1, 2025, and in connection with Mr. Elmaliah’s appointment as the Company’s Chief Financial Officer, the Company\nentered into an agreement with Mr Elmaliah and Accounting Team Ltd., an entity 100% owned by Mr. Elmaliah, pursuant to which it was engaged\nto provide bookkeeping, controller and CFO services. Under the agreement, the Company agreed to pay Accounting Team a monthly fee of\nNIS 63,000 (approximately $20,000) for the provision of these services.\n\n \n\n14\n\n \n\n \n\n**Billy\nPardo**\n\n \n\nOn\nNovember 18, 2018, My Size Israel entered into an employment agreement with Billy Pardo, or the Pardo Employment Agreement, pursuant\nto which Ms. Pardo will serve as our Chief Product Officer. Ms. Pardo receives NIS 47,500 per month as her base salary and is eligible\nto receive such bonus as determined by us. In addition, Ms. Pardo shall be entitled to social benefits and other benefits, including,\nbut not limited to, contributions towards an education fund, pension scheme, manager’s insurance, insurance coverage, including\ninsurance in case of disability, annual vacation days, sick leave and expense reimbursement. Pursuant to the terms of the Pardo Employment\nAgreement and subject to certain conditions, payments made by us to the pension fund or the manager’s insurance fund shall be made\nin lieu of severance payments due to Ms. Pardo. The term of the Pardo Employment Agreement shall be effective as of September 1, 2018\nand shall continue until such time either party provides written notice to the other party at least 75 days in advance of the termination\nof such agreement. We may also terminate Ms. Pardo’s employment without prior written notice (or payment in lieu of such notice)\nfor Cause (as defined in the Pardo Employment Agreement).\n\n \n\n**Borja\nCembrero Saralegui**\n\n \n\nOn\nJune 1, 2025, Naiz Bespoke Technologies S.L., our wholly owned subsidiary, entered into an executive director agreement with Borja Cembrero\nSaralegui, or the Cembrero Agreement, pursuant to which Mr. Cembrero will serve as our Chief Growth Officer. Effective June 1, 2025,\nMr. Cembrero’s monthly base salary was increased to €12,500 (approximately $14,133) from €7,143 (approximately $8,424)\nper month as his base salary and is eligible to receive such bonus as determined by the Company. In addition, Mr. Cembrero shall be entitled\nto social benefits and to other benefits, including, but not limited to, civil liability insurance, annual vacation days, sick leave\nand expense reimbursement. Pursuant to the terms of the Cembrero Agreement and subject to certain conditions, in the event of certain\nqualifying termination events or breaches by the Company as set forth in the Cembrero Agreement, Mr. Cembrero will be entitled to an\nindemnity equal to two monthly payments for each year of service from September 10, 2020, plus an additional fixed indemnity equal to\nsix monthly payments reflecting prior service as an employee (March 10, 2017 through September 9, 2020). The term of the Cembrero Agreement\nshall continue until terminated. The Company may terminate the Cembrero Agreement upon three months’ prior written notice, and\nMr. Cembrero may resign upon six months’ prior written notice.\n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nThe\nfollowing table provides information regarding options held by each of our named executive officers that were outstanding as of December\n31, 2025.\n\n \n\n  \nOption\nAwards  \n   \nStock\nAwards \n\nName and Principal\nPosition \n\n**Number\nof**\n\n**Securities**\n\n**Underlying**\n\n**Unexercised**\n\n**Options**\n\n**Exercisable**\n  \n\n**Number\nof**\n\n**Securities**\n\n**Underlying**\n\n**Unexercised**\n\n**Options**\n\n**Unexercisable**\n  \n\n**Option**\n\n**Exercise**\n\n**Price**\n  \n\n**Option**\n\n**Expiration**\n\n**Date**\n  \n\n**Equity**\n\n**incentive**\n\n**plan\nawards:**\n\n**Number\nof**\n\n**Unearned**\n\n**Shares\nthat Have**\n\n**Not\nVested**\n  \n\n**Equity**\n\n**incentive**\n\n**plan\nawards:**\n\n**Market\nValue of**\n\n**Unearned**\n\n**Shares,\nThat Have**\n\n**Not\nVested**\n \n\n**Ronen\nLuzon - Chief Executive Officer** \n -  \n -  \n -  \n -  \n 204,167(1) \n$154,758 \n\n  \n    \n    \n    \n    \n    \n   \n\n**Oren\nElmaliah - Chief Financial Officer** \n -  \n -  \n -  \n -  \n 30,000(2) \n$22,740 \n\n  \n    \n    \n    \n    \n    \n   \n\n**Billy\nPardo - Chief Operating Officer and Chief Product Officer** \n -  \n -  \n -  \n -  \n 61,000(3) \n$46,238 \n\n  \n    \n    \n    \n    \n    \n   \n\n**Borja\nCembrero Saralegui - Chief Growth Officer** \n 1,125  \n 563  \n 8.72  \n 07/13/2026  \n    \n   \n\n  \n 833  \n 1,667  \n 3.382  \n 02/14/2027  \n 100,000(4) \n$75,800 \n\n \n\n15\n\n \n\n \n\n(1)\nConsists of (i) 12,500 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January 1,\n2023, January 1, 2024, and January 1, 2025, (ii) 37,500 restricted shares with a grant date of February 14, 2024 and vesting in three\nequal installments on January 1, 2025, January 1, 2026, and January 1, 2027, and (iii) 200,000 restricted shares with a grant date of\nSeptember 15, 2025. The restricted shares are comprised of performance-based restricted stock that will vest subject to achievement of\ncertain profit and business targets.\n\n \n\n(2)\nConsisting of (i) 3,000 restricted shares with a grant date of September 29, 2022 and vesting in three equal installments on January\n1, 2023, January 1, 2024, and January 1, 2025, (ii) 18,750 restricted shares with a grant date of February 14, 2024 and vesting in three\nequal installments on January 1, 2025, January 1, 2026, and January 1, 2027, and (iii) 60,000 restricted shares with a grant date of\nSeptember 15, 2025. The restricted shares are comprised of performance-based restricted stock that will vest subject to achievement of\ncertain profit and business targets, or time-based restricted stock that vest in three equal annual installments on January 1, 2026,\nJanuary 1, 2027, and January 1, 2028, in each case subject to the executive officer’s continued service through the applicable\nvesting date.\n\n \n\n(3)\nConsisting of (i) 30,000 restricted shares with a grant date of September 15, 2025. The restricted shares vest in three equal annual\ninstallments on January 1, 2026, January 1, 2027, and January 1, 2028, in each case subject to the executive officer’s continued\nservice through the applicable vesting date.\n\n \n\n(4)\nConsisting of (i) 100,000 restricted shares with a grant date of September 15, 2025. The restricted shares are comprised of performance-based\nrestricted stock that will vest subject to achievement of certain profit and business targets, or time-based restricted stock that vest\nin three equal annual installments on January 1, 2026, January 1, 2027, and January 1, 2028, in each case subject to the executive officer’s\ncontinued service through the applicable vesting date.\n\n \n\n**Pay\nVersus Performance**\n\n \n\nWe\nare required by SEC rules to disclose the following information regarding compensation paid to our Principal Executive Officer (the “PEO”)\nand our other named executive officers (collectively, the “Non-PEO NEOs”). The amounts set forth below under the headings\n“Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated\nin a manner prescribed by the SEC rules and do not necessarily align with how we or the compensation committee views the link between\nour performance and pay of our named executive officers. The footnotes below set forth the adjustments from the total compensation for\neach of our NEOs reported in the Summary Compensation Table above. As permitted under the rules applicable to smaller reporting companies,\nwe are including two years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated\nunder Item 402(v) of Regulation S-K.\n\n \n\nThe\nfollowing table sets forth additional compensation information of our PEO and Non-PEO NEOs, along with total shareholder return, and\nnet loss results for the years ended December 31, 2025 and 2024:\n\n \n\nYear(1) \nSummary\nCompensation Table Total for PEO(2)(1)  \nCompensation\nActually Paid to PEO(3)(1)  \nAverage\nSummary Compensation Table Total for Non-PEO NEOs(4)(1)  \nAverage\nCompensation Actually Paid to Non-PEO NEOs(3)(1)  \nValue\nof Initial Fixed $100 Investment Based on Total Shareholder Return(5)(1)  \nNet\nLoss (in 000s)(6)(1) \n\nYear(1) \nSummary\nCompensation Table Total for PEO(2)  \nCompensation\nActually Paid to PEO(3)  \nAverage\nSummary Compensation Table Total for Non-PEO NEOs(4)  \nAverage\nCompensation Actually Paid to Non-PEO NEOs(3)  \nValue\nof Initial Fixed $100 Investment Based on Total Shareholder Return(5)  \nNet\nLoss (in 000s)(6) \n\n2025 \n$543,281  \n$507,243  \n$224,287  \n$214,099  \n$14  \n$(5,852)\n\n2024 \n$451,000  \n$526,822  \n$262,500  \n$337,816  \n$157  \n$(3,995)\n\n \n\n(1)Mr.\nRonen Luzon served as our Chief Executive Officer for the entirety of 2025 and 2024. The\nNon-PEO NEOs for 2025 and 2024 were Mr. Or Kles, the Company’s former Chief Financial\nOfficer, Ms. Billy Pardo, Mr. Oren Elmaliah and Mr. Borja Cembrero Saralegui.\n\n(2)The\ndollar amounts reported herein represent the amount of total compensation reported for each\ncovered fiscal year in the “Total” column of the Summary Compensation Table for\neach applicable year.\n\n(3)The\ndollar amounts reported below represent the amount of “compensation actually paid”\nto our PEO and Non-PEO NEOs (as an average) as computed in accordance with Item 402(v) of\nRegulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual\namount of compensation earned or received by or paid to the PEOs and Non-PEO NEOs during\nthe applicable fiscal year. For purposes of the equity award adjustments shown below, no\nequity awards were cancelled due to a failure to meet vesting conditions and no dividends\nor other earnings paid on stock or option awards in the covered fiscal year prior to the\nvesting date were not otherwise included in the total compensation for the covered fiscal\nyear. In calculating the “compensation actually paid” amounts reflected in these\ncolumns, the fair value or change in fair value, as applicable, of the equity award adjustments\nincluded in such calculations was computed in accordance with FASB ASC Topic 718. The valuation\nassumptions used to calculate such fair values did not materially differ from those disclosed\nat the time of grant. The following table details the applicable adjustments that were made\nto the determine “compensation actually paid” (all amounts are averages for Non-PEO\nNEOs).\n\n(4)The\ndollar amounts reported herein represent the average of the amounts of total compensation\nreported for our Non-PEO NEOs as a group for each covered fiscal year in the “Total”\ncolumn of the Summary Compensation Table for each applicable year.\n\n(5)Cumulative\ntotal stockholder return (“TSR”) assumes $100 was invested on December 31, 2023\nand is calculated by dividing the sum of the cumulative amount of dividends for the measurement\nperiod, assuming dividend reinvestment, and the difference between our stock price at the\nend and the beginning of the measurement period (December 31, 2023) by our stock price at\nthe beginning of the measurement period. At December 31, 2025, 2024 and 2023, the per share\nclosing prices for our common stock were $0.76, $4.27 and $5.40, respectively. No dividends\nwere paid on stock or option awards for all periods presented.\n\n(6)Net loss is reflected\nas reported in our audited consolidated financial statements for the applicable fiscal year.\n\n \n\n(1)\nMr. Ronen Luzon served as our Chief Executive Officer for the entirety of 2025 and 2024. The Non-PEO NEOs for 2025 and 2024 were\nMr. Or Kles, the Company’s former Chief Financial Officer, Ms. Billy Pardo, Mr. Oren Elmaliah and Mr. Borja Cembrero Saralegui.\n\n \n\n(2)\nThe dollar amounts reported herein represent the amount of total compensation reported for each covered fiscal year in the “Total”\ncolumn of the Summary Compensation Table for each applicable year.\n\n \n\n(3)\nThe dollar amounts reported below represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs\n(as an average) as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not\nreflect the actual amount of compensation earned or received by or paid to the PEOs and Non-PEO NEOs during the applicable fiscal year.\nFor purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions\nand no dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date were not otherwise\nincluded in the total compensation for the covered fiscal year. In calculating the “compensation actually paid” amounts reflected\nin these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations\nwas computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ\nfrom those disclosed at the time of grant. The following table details the applicable adjustments that were made to the determine “compensation\nactually paid” (all amounts are averages for Non-PEO NEOs).\n\n \n\n16\n\n \n\n \n\n  \n2025  \n2024  \n2025  \n2024 \n\n  \nPEO  \nNon-PEO\nNEO Average \n\n  \n2025  \n2024  \n2025  \n2024 \n\nSummary Compensation Table Total \n$543,281  \n$451,000  \n$224,287  \n$262,500 \n\n- Grant date fair value of awards granted during\nthe covered fiscal year \n (176,00) \n (78,000) \n (58,667) \n (39,000)\n\n+ Fair value as of the end of the covered fiscal\nyear of all awards granted during the covered fiscal year that are outstanding and unvested at the end of the covered year \n 139,962  \n 153,822  \n 48,478  \n 114,316 \n\nAdjustment to Compensation Amount \n 139,962  \n 153,822  \n 48,478  \n 114,316 \n\nCompensation\nActually Paid \n$507,243  \n$526,822  \n$214,099  \n$337,816 \n\n \n\n(4)\nThe dollar amounts reported herein represent the average of the amounts of total compensation reported for our Non-PEO NEOs as\na group for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year.\n\n \n\n(5)\nCumulative total stockholder return (“TSR”) assumes $100 was invested on December 31, 2023 and is calculated by dividing\nthe sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between\nour stock price at the end and the beginning of the measurement period (December 31, 2023) by our stock price at the beginning of the\nmeasurement period. At December 31, 2025, 2024 and 2023, the per share closing prices for our common stock were $0.76, $4.27 and $5.40,\nrespectively. No dividends were paid on stock or option awards for all periods presented.\n\n \n\n(6)\nNet loss is reflected as reported in our audited consolidated financial statements for the applicable fiscal year.\n\n \n\n**Pay\nVersus Performance Comparative Disclosure**\n\n \n\nThe\nCompany’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several\nperformance measures to align executive compensation with Company performance, all of those Company measures are not presented in the\nPVP table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the\nCompany’s performance measures with CAP (as computed in accordance with SEC rules) for a particular year. In accordance with SEC\nrules, the Company is providing the following narrative disclosure regarding the relationships between information presented in the PVP\ntable.\n\n \n\n*Compensation\nActually Paid and Company TSR*\n\n \n\nDuring\nfiscal 2025 and 2024, compensation actually paid to our PEO decreased from $543,281 in fiscal 2025 to $451,000 in fiscal 2024. Average\ncompensation actually paid to our Non-PEO NEOs increased from $224,287 in fiscal 2025 to $262,500 in fiscal 2024. Over the same period,\nthe value of an investment of $100 in our common stock on the last trading day of 2024 increased by $21 to $79 during fiscal 2024, and\nfurther increased by $65 to $14 during fiscal 2025, for a total decrease over fiscal 2025 and 2024 of $86.\n\n \n\n*Compensation\nActually Paid and Net Loss*\n\n \n\nDuring\nfiscal 2025 and 2024, compensation actually paid to our PEO decreased from $521,103 in fiscal 2025 to $526,822 in fiscal 2024. Average\ncompensation actually paid to our Non-PEO NEOs decreased from $214,099 in fiscal 2025 to $337,816 in fiscal 2024. Over the same period,\nour net loss decreased by $2,385 during fiscal 2025 (from a net loss in fiscal 2023 of $6,380 to a net loss in fiscal 2024 of $3,995),\nand decreased by $2,385 during fiscal 2024 (from a net loss in fiscal 2023 of $6,380 to a net loss in fiscal 2024 of $3,995).\n\n \n\n17\n\n \n\n \n\n**PROPOSAL\nNO. 2**\n\n** **\n\n**APPROVAL\nOF COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS**\n\n** **\n\nAs\nrequired by the SEC’s proxy rules, we are seeking an advisory, non-binding stockholder vote with respect to compensation awarded\nto our named executive officers for the fiscal year ended December 31, 2025. The Company holds an advisory vote on executive compensation\nonce every three years at the annual meeting of stockholders.\n\n \n\nOur\nexecutive compensation program and compensation paid to our named executive officers are described in the section entitled “Executive\nCompensation and Other Information.” Our compensation programs are overseen by the compensation committee and reflect our philosophy\nto pay all of our employees, including our named executive officers, in ways that support our primary business objectives.\n\n \n\nThe\nCompany is asking its stockholders to indicate their support for the compensation paid to the Company’s named executive officers.\nThis proposal is not intended to address any specific item of compensation, but rather the overall compensation of the company’s\nnamed executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, the Company is asking\nits stockholders to vote FOR the following resolution at the Annual Meeting:\n\n \n\n“RESOLVED,\nthat the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in\nthe Company’s proxy statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the\nSEC.”\n\n \n\nThe\nvote on executive compensation is advisory, and therefore not binding; however, our compensation committee will consider the outcome\nof the vote when considering future executive compensation arrangements.\n\n \n\n**RECOMMENDATION\nOF THE BOARD FOR PROPOSAL NO. 2:**\n\n \n\n**THE\nBOARD RECOMMENDS A VOTE FOR THE ADVISORY APPROVAL OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED\nIN THIS PROXY STATEMENT PURSUANT TO THE SEC’S COMPENSATION DISCLOSURE RULES.**\n\n \n\n18\n\n \n\n \n\n**PROPOSAL\nNO. 3**\n\n** **\n\n**REVERSE\nSTOCK SPLIT PROPOSAL**\n\n** **\n\nOur\nboard of directors deems it advisable and in the best interest of the Company that the board be granted the discretionary authority to\namend the Company’s Certificate of Incorporation to effect the Reverse Stock Split of the Company’s issued and outstanding\ncommon stock as described below (the “Reverse Stock Split Amendment”).\n\n \n\nThe\nform of Reverse Stock Split Amendment to be filed with the Delaware Secretary of State is set forth in **Appendix A** (subject\nto any changes required by applicable, the Company may file one or more amendments with the Delaware Secretary of State to effect multiple\napproved proposals).\n\n \n\nApproval\nof the proposal would permit (but not require) our board of directors to effect one or more reverse stock splits of our issued and outstanding\ncommon stock by a ratio of not less than 1-for-2 and not more than 1-for-30, with the exact ratio to be set at a number within this range\nas determined by our board of directors in its sole discretion, provided that the board of directors determines to effect the Reverse\nStock Split and such amendment is filed with the appropriate authorities in the State of Delaware no later than July 21, 2027. The Company\nshall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-30. We believe that enabling our board of directors to set\nthe ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize\nthe anticipated benefits for our stockholders. In determining a ratio, if any, our board of directors may consider, among other things,\nfactors such as:\n\n \n\n●the\ninitial or continuing listing requirements of various stock exchanges, including the Nasdaq\nCapital Market;\n\n ●the\nhistorical trading price and trading volume of our common stock;\n\n ●the\nnumber of shares of our common stock outstanding;\n\n●the\nthen-prevailing trading price and trading volume of our common stock and the anticipated\nimpact of the Reverse Stock Split on the trading market for our common stock;\n\n●the\nanticipated impact of a particular ratio on our ability to reduce administrative and transactional\ncosts; and\n\n ●prevailing\ngeneral market and economic conditions.\n\n \n\nOur\nboard of directors reserves the right to elect to abandon the Reverse Stock Split, including any or all proposed reverse stock split\nratios, if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company and\nits stockholders.\n\n \n\nDepending\non the ratio for the Reverse Stock Split determined by our board of directors, no less than 2 and no more than 30 shares of existing\ncommon stock, as determined by our board of directors, will be combined into one share of common stock. The Company shall not effect\nReverse Stock Splits that, in the aggregate, exceeds 1-for-30. Our board of directors will have the discretionary authority to determine\nwhether to arrange for the disposition of fractional interests by holder entitled thereto, to pay in cash the fair value of fractions\nof a share as of the time when those entitled to receive such fractions are determined, or to entitle holders to receive from the Company\ntransfer agent, in lieu of any fractional share, the number of shares rounded up to the next whole number. The amendment to our Certificate\nof Incorporation to effect a Reverse Stock Split, if any, will include only the reverse split ratio determined by our board of directors\nto be in the best interests of our stockholders and all of the other proposed amendments at different ratios will be abandoned.\n\n \n\n19\n\n \n\n \n\n**Reasons\nfor the Reverse Stock Split; Potential Consequences of the Reverse Stock Split**\n\n \n\nOur\nprimary reasons for approving and recommending the Reverse Stock Split are to increase the per share price and bid price of our common\nstock to regain compliance with the continued listing requirements of Nasdaq and make the common stock more attractive to certain institutional\ninvestors, which would provide for a stronger investor base.\n\n \n\nOn\nMarch 2, 2026, we were notified by the Nasdaq Listing Qualifications that we are not in compliance with the minimum bid price requirements\nset forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. The notification provided that we had\n180 calendar days, or until August 31, 2026, to regain compliance with the minimum bid price rule. If at any time before August 30, 2026,\nthe bid price of our common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq is expected to provide\nwritten confirmation of compliance to us and the listing compliance matter will be closed. If we fail to regain compliance during this\nfirst compliance period, the Company may then be eligible for additional 180 days, if it meets the continued listing requirement for\nmarket value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the\nbid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period.\nIf the Company does not qualify for the second compliance period or fails to regain compliance during the second compliance period, then\nNasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have\nan opportunity to appeal the delisting determination to a Hearings Panel.\n\n \n\nReducing\nthe number of outstanding shares of common stock should, absent other factors, generally increase the per share market price of the common\nstock. Although the intent of the Reverse Stock Split is to increase the price of the common stock, there can be no assurance, however,\nthat even if the Reverse Stock Split is effected, that the bid price of our common stock will be sufficient for us to maintain compliance\nwith Nasdaq’s minimum bid price requirement in the event that our common stock does not, in the future, comply with the minimum\nbid price requirement.\n\n \n\nIn\naddition, we believe the Reverse Stock Split will make our common stock more attractive to a broader range of investors, as we believe\nthat the current market price of our common stock may prevent certain institutional investors, professional investors and other members\nof the investing public from purchasing stock. Many brokerage houses and institutional investors have internal policies and practices\nthat either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks\nto their customers. Furthermore, some of those policies and practices may function to make the processing of trades in low-priced stocks\neconomically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher\npercentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result\nin individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case\nif the share price were higher. We believe that the Reverse Stock Split will make our common stock a more attractive and cost-effective\ninvestment for many investors, which in turn would enhance the liquidity of the holders of common stock.\n\n \n\nReducing\nthe number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the\nper share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception\nof our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock\nSplit, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following\nthe Reverse Stock Split, that as a result of the Reverse Stock Split we will be able to meet or maintain a bid price over the minimum\nbid price requirement of Nasdaq or that the market price of our common stock will not decrease in the future. Additionally, we cannot\nassure you that the market price per share of our common stock after the Reverse Stock Split will increase in proportion to the reduction\nin the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization\nof our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.\n\n \n\n20\n\n \n\n \n\n**Procedure\nfor Implementing the Reverse Stock Split**\n\n \n\nThe\nReverse Stock Split will become effective upon the filing or such later time as specified in the filing (the “Effective Time”)\nof the Reverse Stock Split Amendment with the Delaware Secretary of State. The exact timing of the filing of the Reverse Stock Split\nAmendment and the ratio of the Reverse Stock Split (within the approved range) will be determined by our board of directors based on\nits evaluation as to when such action and at what ratio will be the most advantageous to the Company and our stockholders. In addition,\nour board of directors reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect\nnot to proceed with the Reverse Stock Split if, at any time prior to filing the Reverse Stock Split Amendment, our board of directors,\nin its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed with\nthe Reverse Stock Split.\n\n \n\n**Effect\nof the Reverse Stock Split on Holders of Outstanding Common Stock**\n\n \n\nDepending\non the ratio for the Reverse Stock Split determined by our board of directors, a minimum of 2 and a maximum of 30 shares in aggregate\nof existing common stock will be combined into one new share of common stock. Based on 4,818,164 shares of common stock issued and outstanding\nas of the Record Date, immediately following the reverse split the Company would have approximately 2,409,082 shares of common\nstock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the reverse split is 1-for-2,\napproximately 602,270 shares of common stock issued and outstanding (without giving effect to rounding for fractional shares)\nif the ratio for the reverse split is 1-for-8, and approximately 160,605 shares of common stock issued and outstanding (without\ngiving effect to rounding for fractional shares) if the ratio for the reverse split is 1-for-30, which is the aggregate ratio allowed\nunder this proposal. Any other ratios selected within such range would result in a number of shares of common stock issued and outstanding\nfollowing the transaction between 2,409,082 and 160,605 shares. The foregoing does not give effect to (i) 13,926 shares of\ncommon stock issuable upon exercise of outstanding options and RSUs as of the Record Date; and (ii) 1,005,062 shares of common stock\nissuable upon exercise of outstanding warrants as of the Record Date.\n\n \n\nThe\nactual number of shares issued after giving effect to the Reverse Stock Split, if implemented, will depend on the Reverse Stock Split\nratio and the number of Reverse Stock Splits, if any, that are ultimately determined by our board of directors.\n\n \n\nThe\nReverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership\ninterest in the Company, except that as described below in “Fractional Shares,” record holders of common stock otherwise\nentitled to a fractional share as a result of the Reverse Stock Split will be rounded up to the next whole number. In addition, the Reverse\nStock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).\n\n \n\nThe\nReverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares\nmay be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than\nthe costs of transactions in “round lots” of even multiples of 100 shares.\n\n \n\nAfter\nthe Effective Time, our common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”)\nnumber, which is a number used to identify our common stock, and stock certificates with the older CUSIP numbers will need to be exchanged\nfor stock certificates with the new CUSIP number by following the procedures described below. After the Effective Time, we will continue\nto be subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934 and our common stock will continue\nto be quoted on the Nasdaq Capital Market under the symbol “MYSZ”. The Reverse Stock Split is not intended as, and will not\nhave the effect of, a “going private transaction” as described by Rule 13e-3 under the Exchange Act.\n\n \n\nAfter\nthe Effective Time of the Reverse Stock Split, the post-split market price of our common stock may be less than the pre-split price multiplied\nby the Reverse Stock Split ratio. In addition, a reduction in number of shares outstanding may impair the liquidity for our common stock,\nwhich may reduce the value of our common stock.\n\n \n\n21\n\n \n\n \n\n**Authorized\nShares of Common Stock**\n\n \n\nThe\nReverse Stock Split will not change the number of authorized shares of the Company’s common stock under the Company’s Certificate\nof Incorporation. Because the number of issued and outstanding shares of common stock will decrease, the number of shares of common stock\nremaining available for issuance will increase. Currently, under our Certificate of Incorporation, our authorized capital stock consists\nof 250,000,000 shares of common stock.\n\n \n\nSubject\nto limitations imposed by Nasdaq, the additional shares available for issuance may be issued without stockholder approval at any time,\nin the sole discretion of our board of directors. The authorized and unissued shares may be issued for cash, for acquisitions or for\nany other purpose that is deemed in the best interests of the Company.\n\n \n\nBy\nincreasing the number of authorized but unissued shares of common stock, the Reverse Stock Split could, under certain circumstances,\nhave an anti-takeover effect, although this is not the intent of the board of directors. For example, it may be possible for the board\nof directors to delay or impede a takeover or transfer of control of the Company by causing such additional authorized but unissued shares\nto be issued to holders who might side with the board of directors in opposing a takeover bid that the board of directors determines\nis not in the best interests of the Company or its stockholders. The Reverse Stock Split therefore may have the effect of discouraging\nunsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts the Reverse Stock Split\nmay limit the opportunity for the Company’s stockholders to dispose of their shares at the higher price generally available in\ntakeover attempts or that may be available under a merger proposal. The Reverse Stock Split may have the effect of permitting the Company’s\ncurrent management, including the current board of directors, to retain its position, and place it in a better position to resist changes\nthat stockholders may wish to make if they are dissatisfied with the conduct of the Company’s business. However, the board of directors\nis not aware of any attempt to take control of the Company and the board of directors has not approved the Reverse Stock Split with the\nintent that it be utilized as a type of anti-takeover device.\n\n \n\n**Beneficial\nHolders of Common Stock (i.e. stockholders who hold in street name)**\n\n \n\nUpon\nthe implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other\nnominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other\nnominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However,\nthese banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse\nStock Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions\nin this regard are encouraged to contact their banks, brokers, custodians or other nominees.\n\n \n\n**Registered\n“Book-Entry” Holders of Common Stock (i.e. stockholders that are registered on the transfer agent’s books and records\nbut do not hold stock certificates)**\n\n \n\nCertain\nof our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent.\nThese stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a\nstatement reflecting the number of shares registered in their accounts.\n\n \n\nStockholders\nwho hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic)\nto receive whole shares of post-Reverse Stock Split common stock, subject to adjustment for treatment of fractional shares.\n\n \n\n**Holders\nof Certificated Shares of Common Stock**\n\n \n\nStockholders\nholding shares of our common stock in certificated form will be sent a transmittal letter by our transfer agent after the Effective Time.\nThe letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing\nshares of our common stock (the “Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate\nnumber of whole shares of post-Reverse Stock Split common stock (the “New Certificates”). No New Certificates will be issued\nto a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter\nof transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old\nCertificates. Stockholders will then receive a New Certificate(s) representing the number of whole shares of common stock that they are\nentitled as a result of the Reverse Stock Split, subject to the treatment of fractional shares described below. Until surrendered, we\nwill deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-Reverse\nStock Split common stock to which these stockholders are entitled, subject to the treatment of fractional shares. Any Old Certificates\nsubmitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates.\nIf an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same\nrestrictive legends that are on the back of the Old Certificate(s).\n\n \n\nThe\nCompany expects that our transfer agent will act as an exchange agent for purposes of implementing the exchange of stock certificates.\nNo service charges will be payable by holders of shares of common stock in connection with the exchange of certificates. All of such\nexpenses will be borne by the Company.\n\n \n\n22\n\n \n\n \n\n**STOCKHOLDERS\nSHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.**\n\n \n\n**Fractional\nShares**\n\n \n\nThe\nboard of directors will have the discretionary authority to determine whether to arrange for the disposition of fractional interests\nby stockholders entitled thereto, to pay in cash the fair value of fractions of a share as of the time when those entitled to receive\nsuch fractions are determined, or to entitle stockholders to receive from the Company’s transfer agent, in lieu of any fractional\nshare, the number of shares rounded up to the next whole number.\n\n \n\n \n\nIf\nthe board of directors determines to arrange for the disposition of fractional interests by stockholders entitled thereto or to pay in\ncash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, stockholders\nwho would otherwise hold fractional shares because the number of shares of common stock they hold before the Reverse Stock Split is not\nevenly divisible by the ratio ultimately selected by the board of directors will be entitled to receive cash (without interest or deduction)\nin lieu of such fractional shares from either: (i) the Company, upon receipt by the transfer agent of a properly completed and duly executed\ntransmittal letter and, where shares are held in certificated form, upon due surrender of any certificate previously representing a fractional\nshare, in an amount equal to such holder’s fractional share based upon the closing sale price of the common stock on the trading\nday immediately prior to the Effective Time as reported on the Nasdaq Capital Market, or other principal market of the common stock,\nas applicable, as of the date the Reverse Stock Split is effected; or (ii) the transfer agent, upon receipt by the transfer agent of\na properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of all old certificate(s),\nin an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the transfer\nagent of all fractional shares otherwise issuable. If the board of directors determines to dispose of fractional interests pursuant to\nclause (ii) above, the Company expects that the transfer agent would conduct the sale in an orderly fashion at a reasonable pace and\nthat it may take several days to sell all of the aggregated fractional shares of common stock. In this event, such holders would be entitled\nto an amount equal to their pro rata share of the proceeds of such sale. The Company will be responsible for any brokerage fees or commissions\nrelated to the transfer agent’s open market sales of shares that would otherwise be fractional shares.\n\n \n\nThe\nownership of a fractional share interest following the Reverse Stock Split will not give the holder any voting, dividend or other rights,\nexcept to receive the cash payment, or, if the so determines, to receive the number of shares rounded up to the next whole number, as\ndescribed above.\n\n \n\nStockholders\nshould be aware that, under the escheat laws of various jurisdictions, sums due for fractional interests that are not timely claimed\nafter the effective time of the Reverse Stock Split may be required to be paid to the designated agent for each such jurisdiction, unless\ncorrespondence has been received by the Company or the transfer agent concerning ownership of such funds within the time permitted in\nsuch jurisdiction. Thereafter, if applicable, stockholders otherwise entitled to receive such funds, but who do not receive them due\nto, for example, their failure to timely comply with the transfer agent’s instructions, will have to seek to obtain such funds\ndirectly from the state to which they were paid.\n\n \n\n23\n\n \n\n \n\n**Effect\nof the Reverse Stock Split on Employee and Consultant Plans, Options, Warrants, and Convertible or Exchangeable Securities**\n\n \n\nBased\nupon the Reverse Stock Split ratio determined by the board of directors, proportionate adjustments are generally required to be made\nto the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants,\nconvertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of common stock. This\nwould result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable\nsecurities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or\nconversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of\nshares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Stock Split determined by the\nboard of directors, subject to our treatment of fractional shares.\n\n \n\n**Accounting\nMatters**\n\n \n\nThe\nReverse Stock Split Amendment will not affect the par value of our common stock per share, which will remain $0.001 par value per share.\nAs a result, as of the Effective Time, the stated capital attributable to common stock and the additional paid-in capital account on\nour balance sheet, on aggregate, will not change due to the Reverse Stock Split. Reported per share net income or loss will be higher\nbecause there will be fewer shares of common stock outstanding.\n\n \n\n**Certain\nU.S. Federal Income Tax Consequences of the Reverse Stock Split**\n\n \n\nThe\nfollowing summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our common\nstock:\n\n \n\nThis\nsummary addresses the tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the\nUnited States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or\notherwise subject to U.S. federal income taxation on a net income basis in respect of our common stock (a “U.S. holder”).\nA trust may also be a U.S. holder if (1) a U.S. court is able to exercise primary supervision over administration of such trust and one\nor more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to\nbe treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless of its source may also be a\nU.S. holder. This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax\nconsiderations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally\nassumed to be known by investors. This summary does not address any U.S. federal tax consequences other than U.S. federal income tax\nconsequences (such as estate or gift tax consequences), the Medicare tax on net investment income, any alternative minimum tax or any\nU.S. state, local or foreign tax consequences. This summary also does not address the tax consequences to (i) persons that may be subject\nto special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment\ncompanies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax,\ntraders in securities that elect to mark to market and dealers in securities or currencies, persons whose functional currency for tax\npurposes is not the U.S. dollar, persons deemed to sell our common stock under the constructive sale provisions of the Internal Revenue\nCode of 1986, as amended (the “Code”), and persons that acquired our common stock through the exercise of employee stock\noptions or otherwise as compensation or through a tax-qualified retirement plan, (ii) persons that hold our common stock as part of a\nposition in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction\nfor federal income tax purposes, or (iii) persons that do not hold our common stock as “capital assets” (generally, property\nheld for investment).\n\n \n\nIf\na partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common\nstock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the\nactivities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax\nadvisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.\n\n \n\n24\n\n \n\n \n\nThis\nsummary is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect\nas of the date of this Proxy Statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing\ninterpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the\nReverse Stock Split. Our view regarding the tax consequences of the Reverse Stock Split is not binding on the Internal Revenue Service\n(“IRS”) or the courts. Moreover, there can be no assurance that the IRS or a court will agree with such statements and conclusions.\n\n \n\nPLEASE\nCONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK\nSPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.\n\n \n\n**U.S.\nHolders**\n\n \n\nThe\nReverse Stock Split is intended to qualify as a tax-free recapitalization for U.S. federal income tax purposes. Assuming the Reverse\nStock Split qualifies as a recapitalization, a stockholder generally will not recognize gain or loss on the Reverse Stock Split, except\nto the extent of cash, if any, received in lieu of a fractional share interest in the post-Reverse Stock Split shares. The aggregate\ntax basis of the post-split shares received should be equal to the aggregate tax basis of the pre-split shares exchanged therefore (excluding\nany portion of the holder’s basis allocated to fractional shares), and the holding period of the post-split shares received should\ninclude the holding period of the pre-split shares exchanged. A holder of the pre-split shares who receives cash will generally recognize\ngain or loss equal to the difference between the portion of the tax basis of the pre-split shares allocated to the fractional share interest\nand the cash received. Such gain or loss should be a capital gain or loss and will be short term if the pre-split shares were held for\none year or less and long term if held more than one year. The deductibility of capital losses is subject to limitations. U.S. holders\nthat acquired our common stock on different dates and at different prices should consult their tax advisors regarding identifying the\nbases and holding periods of the shares of common stock they hold after the Reverse Stock Split.\n\n \n\nInformation\nreturns generally will be required to be filed with the IRS with respect to the payment of cash in lieu of a fractional share made pursuant\nto the Reverse Stock Split unless such U.S. holder is an exempt recipient and timely and properly establishes the exemption. In addition,\npayments of cash in lieu of a fractional share made pursuant to the Reverse Stock Split may, under certain circumstances, be subject\nto backup withholding, unless a U.S. holder timely provides proof of an applicable exemption or a correct taxpayer identification number,\nand otherwise complies with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding\nrules are not additional tax and may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, provided\nthat the U.S. holder timely furnishes the required information to the IRS.\n\n \n\n**No\nAppraisal Rights**\n\n \n\nUnder\nDelaware law and our charter documents, holders of our common stock will not be entitled to dissenter’s rights or appraisal rights\nwith respect to the Reverse Stock Split.\n\n \n\n**RECOMMENDATION\nOF THE BOARD FOR PROPOSAL NO. 3:**\n\n \n\n**THE\nBOARD RECOMMENDS A VOTE FOR THE REVERSE STOCK SPLIT PROPOSAL.**\n\n \n\n25\n\n \n\n \n\n**PROPOSAL\nNO. 4**\n\n \n\n**APPROVAL\nOF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF BLANK CHECK PREFERRED\nSTOCK**\n\n \n\nThis\nproposal is to consider and vote upon approving an amendment to the Company’s Amended and Restated Certificate of Incorporation\nto authorize 10,000,000 shares of preferred stock, par value $0.001 per share (the “preferred stock”), which shares will\nbe “blank-check preferred stock,” issuable in one or more series as solely determined by the Board, with voting powers, preferences\nand relative, participating, optional, or other special powers, preferences or rights and qualifications, limitation, or restrictions\nthereof as solely determined by the Board (such amendment, the “Blank-Check Preferred Stock Charter Amendment”). As of the\nrecord date, the Company had no preferred stock authorized for issuance.\n\n \n\nThe\nBoard has approved and recommended for approval by the stockholders the Blank-Check Preferred Stock Charter Amendment and the submission\nof the Blank-Check Preferred Stock Proposal to stockholders for a vote at the Annual Meeting. If the Blank-Check Preferred Stock Proposal\nis approved by the Company’s stockholders, the Board does not intend to solicit further stockholder approval prior to the issuance\nof any shares of preferred stock, unless a specific issuance requires stockholder approval under applicable law or under Nasdaq rules\nor the rules of any quotation system or stock exchange on which the Company’s shares are then listed.\n\n \n\nIf\nstockholders approve this Blank-Check Preferred Stock Proposal, we expect to file a Certificate of Amendment to the Company’s Amended\nand Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware\nreflecting the Blank-Check Preferred Stock Charter Amendment, in the form set forth in **Appendix B** (subject to any changes\nrequired by applicable, the Company may file one or more amendments with the Delaware Secretary of State to effect multiple approved\nproposals).\n\n \n\n26\n\n \n\n** **\n\n**Why\nthe Charter Amendment is Needed**\n\n** **\n\nThe\nBoard has no current plans, proposals, or arrangements to issue any shares of preferred stock under this authorization. The Board\nbelieves, however, that approval of this Blank-Check Preferred Stock Proposal would provide the Company with additional flexibility\nto take advantage of opportunities as they arise and enhance the Company’s ability to attract investment capital. The ability\nto establish one or more series of preferred stock with terms determined by the Board would allow the Company to tailor such\nsecurities to meet the needs of particular transactions or prevailing market conditions.\n\n \n\nThe\nCompany expects to fund future capital investments through a combination of equity and debt financing. Under its Amended and Restated\nCertificate of Incorporation, the Company currently is authorized to issue only common stock to meet its equity capital needs. Authorizing\npreferred stock would provide the Company with additional flexibility by enabling the Board to structure securities that address the\nCompany’s capital needs while responding to market conditions. For example, preferred securities may be structured to provide investors\nwith a fixed preferred return while potentially receiving partial equity treatment from rating agencies. This flexibility could benefit\nshareholders by allowing the Company to optimize its capital structure through an appropriate mix of common stock, preferred stock and\ndebt, depending on market conditions, the Company’s financing needs and other relevant factors at the time. Preferred stock could\nalso be used in connection with future acquisitions or other strategic transactions.\n\n \n\nIf\nthis Blank-Check Preferred Stock Proposal is approved, the Board would have the authority, without further stockholder approval (except\nas may be required by applicable law or the rules of any stock exchange on which the Company’s securities are listed), to issue\nshares of preferred stock in one or more series and to determine the designations, preferences, rights and limitations of each series,\nincluding dividend rights, voting rights, conversion features, redemption provisions and liquidation preferences.\n\n \n\nThe\nCompany believes it has a strong track record of disciplined capital deployment, including through recent acquisitions. As a result,\nthe Company believes that access to additional capital-raising tools, including preferred stock, could enhance its financial flexibility\nin support of future growth opportunities. Any decision to issue preferred stock in the future would depend on a variety of factors,\nincluding market conditions and the Company’s financing and capital management plans at the time.\n\n \n\nAlthough\nthe Board would have the authority to establish the terms of preferred stock without further stockholder approval, the Board would exercise\nthis authority consistent with its fiduciary duties and in a manner it believes to be in the best interests of the Company and its stockholders.\n\n \n\n**Certain\nDisadvantages of the Blank-Check Preferred Stock Charter Amendment**\n\n** **\n\nIf\nthis Blank-Check Preferred Stock Proposal to approve the Blank-Check Preferred Stock Charter Amendment is approved, the availability\nof undesignated blank check preferred stock may have certain negative effects on the rights of holders of the Company’s common\nstock. The actual effect of the issuance of any shares of preferred stock upon the rights of holders of the Company’s common stock\ncannot be stated until the Board determines the specific rights of the holders of such preferred stock. The Board will be permitted,\nwithout future stockholder approval, to issue preferred stock with dividend, liquidation, conversion, or voting or other rights that\nare superior to and could adversely affect the voting power or other rights of the holders of the Company’s common stock. Specifically,\nthe Company will be in a position to issue securities that would grant to their holders preferences or priorities over the holders of\nthe Company’s common stock with respect to, among other things, liquidation, dividends and voting. These preferences or priorities\ncould result in holders of the Company’s common stock receiving less in the event of a liquidation, dissolution or other winding\nup of the Company, reduce the amount of funds, if any, available for dividends on the Company’s common stock, and dilute the voting\npower of the holders of the Company’s common stock. The holders of the Company’s preferred stock may also be entitled to\nvote, and such votes may dilute the voting rights of the holders of the Company’s common stock when the Company seeks to take corporate\naction. A series of preferred stock also may be convertible into shares of the Company’s common stock, which may also dilute the\nvoting power and economic interest of holders of the Company’s common stock. In addition, in the absence of a proportionate increase\nin the Company’s earnings and book value, an increase in the aggregate number of outstanding shares caused by the issuance of preferred\nstock would dilute the earnings per share and book value per share of all outstanding shares of the Company’s common stock.\n\n \n\nIn\naddition, the Company could issue shares of preferred stock that may, depending on the terms of such series, make it more difficult or\ndiscourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or other means. Such shares\ncould also be privately placed with purchasers favorable to the Board in opposing such actions. In addition, the Board could authorize\nholders of a series of the Company’s preferred stock to vote either separately as a class or with the holders of its common stock,\non the election of all or some of the members of the Board, and on any merger, sale or exchange of assets by the Company or any other\nextraordinary corporate transaction. The issuance of new shares also could be used to dilute the stock ownership of a person or entity\nseeking to obtain control of the Company should the Board consider the action of such entity or person not to be in the best interest\nof the Company’s stockholders and could be used to entrench current management or deter an attempt to replace the Board. For additional\ninformation, see “Anti-Takeover Effects” below.\n\n \n\n27\n\n \n\n** **\n\n**Principal\nEffects of the Charter Amendment**\n\n** **\n\nIf\nour stockholders approve this Blank-Check Preferred Stock Proposal for the Blank-Check Preferred Stock Charter Amendment, the Company\nwill be enabled to issue shares of preferred stock and to utilize such shares for general corporate purposes, including, without limitation,\ncapital raising, merger and acquisition opportunities, the issuance of stock dividends or stock splits, and other general corporate purposes.\nThe Blank-Check Preferred Stock Charter Amendment, in and of itself, will not affect any stockholder’s percentage ownership interests\nin our Company. We will continue to be subject to the periodic reporting requirements of the Exchange Act.\n\n \n\n**Procedure\nfor Effecting the Charter Amendment**\n\n** **\n\nIn\norder to effect the Blank-Check Preferred Stock Charter Amendment, this Blank-Check Preferred Stock Proposal must be approved by the\nstockholders at the Annual Meeting. If the stockholders approve this Blank-Check Preferred Stock Proposal, we expect that the Company\nwill promptly file the Certificate of Amendment with the Secretary of State of the State of Delaware reflecting the Blank-Check Preferred\nStock Charter Amendment, and the Blank-Check Preferred Stock Charter Amendment will become effective upon such filing. At the time of\nthe effectiveness of the Certificate of Amendment, the Blank-Check Preferred Stock Charter Amendment will become effective.\n\n \n\nThe\ntext of the Blank-Check Preferred Stock Charter Amendment will be in substantially the form set forth above, provided that the form of\nthe Blank-Check Preferred Stock Charter Amendment is subject to modification to include such changes as may be required by the office\nof the Secretary of State of the State of Delaware and as the Board deems necessary and advisable to effect the Charter Amendment. As\nsoon as practicable, our stockholders will be notified that the Blank-Check Preferred Stock Charter Amendment has been effected.\n\n \n\nUpon\nthe filing and effectiveness of the Certificate of Amendment, the Board will have the authority to authorize the issuance of up to ten\nmillion shares of preferred stock in one or more series, with such voting powers, preferences and relative, participating, optional,\nor other special powers, preferences or rights and qualifications, limitation, or restrictions thereof as solely determined by the Board,\nwithout any additional action by the Company’s stockholders. The Board may authorize the issuance of new series of shares of preferred\nstock by executing and filing one or more certificates of designation with the Secretary of State of the State of Delaware, setting forth\nthe series and the number of the shares of each series of preferred stock and the voting powers, preferences and relative, participating,\noptional, or other special powers, preferences or rights and qualifications, limitation, or restrictions of each series of the preferred\nstock in the discretion of the Board, which will become effective upon filing or at such time as may be directed by the Board in accordance\nwith Delaware law.\n\n \n\n**Anti-Takeover\nEffects**\n\n** **\n\nThe\nissuance of shares of preferred stock may have the effect of discouraging or thwarting persons seeking to take control of the Company\nthrough a tender offer, proxy fight or otherwise, or seeking to bring about removal of existing management or a corporate transaction,\nsuch as a merger. For example, the issuance of shares of preferred stock in a public or private sale, merger or in a similar transaction\nmay, depending on the terms of the series of preferred stock, dilute the interest of a party seeking to take over the Company. In addition,\nto the extent the preferred stock may be converted into common stock, the additional common shares issued upon such conversion could\nhave an anti-takeover effect in the same manner as other newly issued shares of common stock. The potential anti-takeover effect of preferred\nstock, converted to voting common stock, is subject to the overall limitation on the availability of common stock. The Company may issue\nup to 250,000,000 shares of common stock, which includes any shares of common stock issuable upon the conversion of the preferred stock.\nAs of May 18, 2026, the Company had 4,818,164 shares of common stock outstanding.\n\n \n\nThe\nCharter Amendment is not being proposed in response to, or for the purpose of deterring, any effort to obtain control of the Company\nor as an anti-takeover measure. It should be noted that any action taken by the Company to discourage an attempt to acquire control of\nthe Company might result in stockholders not being able to participate in any possible premiums which might be obtained in the absence\nof anti-takeover provisions.\n\n \n\n**RECOMMENDATION\nOF THE BOARD FOR PROPOSAL NO. 4:**\n\n \n\n**THE\nBOARD RECOMMENDS A VOTE FOR THE BLANK-CHECK PREFERRED STOCK PROPOSAL.**\n\n \n\n28\n\n \n\n \n\n**PROPOSAL\nNO. 5**\n\n \n\n**RATIFICATION\nOF THE APPOINTMENT OF SOMEKH CHAIKIN AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026**\n\n \n\nThe\naudit committee has appointed Somekh Chaikin, independent public accountant, to audit our financial statements for the fiscal year ending\nDecember 31, 2026. The board proposes that the stockholders ratify this appointment. We expect that representatives of Somekh Chaikin\nwill be either physically present or available via phone at the Annual Meeting, will be able to make a statement if they so desire, and\nwill be available to respond to appropriate questions.\n\n \n\nThe\nfollowing table sets forth the fees billed by Somekh Chaikin for each of our last two fiscal years for the categories of services indicated.\n\n \n\nFee\nCategory \n2025  \n2024 \n\nAudit Fees \n$272,486  \n$244,196 \n\nTax Fees \n$40,885  \n$25,959 \n\nAudit-related Fees \n -  \n - \n\nTotal\nFees \n$313,371  \n$270,155 \n\n \n\n**Audit\nFees**\n\n \n\nSomekh\nChaikin billed us audit fees in the aggregate amount of $272,486 and $244,196 for the years ended December 31, 2025 and 2024, respectively.\nThese fees relate to the audit of our annual financial statements, the review of interim consolidated financial statements, and related\nservices that are normally provided in connection with registration statements, including the registration statement for S-1 and S-3.\n\n \n\n**Audit-Related\nFees**\n\n \n\nAudit\nrelated Fees consist of due diligence services performed by an independent registered public accounting provided during the period.\n\n \n\n**Tax\nFees**\n\n \n\nSomekh\nChaikin billed us tax fees in the aggregate amount of $40,885 and $25,959 for the years ended December 31, 2025 and 2024, respectively.\nThese fees relate to professional services, including tax and VAT consulting and compliance performed by an independent registered public\naccounting provided during the period.\n\n \n\n**Pre-Approval\nPolicies and Procedures**\n\n \n\nIn\naccordance with the Sarbanes-Oxley Act of 2002, as amended, our audit committee charter requires the audit committee to pre-approve all\naudit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval\nin advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein.\nThe audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of\nthe audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee\nat the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and\nDecember 31, 2024 all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee.\n\n \n\n**RECOMMENDATION\nOF THE BOARD FOR PROPOSAL NO. 5:**\n\n \n\n**THE\nBOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF SOMEKH CHAIKIN AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR\nENDING DECEMBER 31, 2026.**\n\n** **\n\n29\n\n \n\n** **\n\n**REPORT\nOF THE AUDIT COMMITTEE**\n\n \n\nThe\naudit committee has reviewed the audited consolidated financial statements of My Size, Inc. for the fiscal year ended December 31, 2025\nand has discussed these financial statements with management and the Company’s independent registered public accounting firm. The\naudit committee has also received from, and discussed with, the Company’s independent registered public accounting firm various\ncommunications that such independent registered public accounting firm is required to provide to the audit committee, including the matters\nrequired to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the\nSEC.\n\n \n\nThe\nCompany’s independent registered public accounting firm also provided the audit committee with a formal written statement required\nby PCAOB Rule 3526 (*Communications with Audit Committees Concerning Independence*) describing all relationships between the independent\nregistered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding\nthe independent registered public accounting firm’s communications with the audit committee concerning independence. In addition,\nthe audit committee discussed with the independent registered public accounting firm its independence from the Company.\n\n \n\nBased\non its discussions with management and the independent registered public accounting firm, and its review of the representations and information\nprovided by management and the independent registered public accounting firm, the audit committee recommended to the board of directors\nthat the audited consolidated financial statements be included in the 2025 Annual Report.\n\n \n\n \n\nRoy\nGolan (Chairman)\n\n \nOron\nBranitzky\n\n \nArik\nKaufman\n\n \n\n30\n\n \n\n \n\n**CERTAIN\nRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**\n\n \n\nOther\nthan the compensation agreements and other arrangements described under “Executive Compensation” and the transactions described\nbelow, since January 1, 2024, we did not participate in any transaction, and we are not currently participating in any proposed transaction,\nor series of transactions, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets\nat year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors, officers, five percent beneficial\nsecurity holders, or any member of the immediate family of the foregoing persons had, or will have, a direct or indirect material interest.\n\n \n\n**Employment\nAgreements**\n\n \n\nWe\nhave entered into written employment agreements with each of our executive officers. These agreements generally provide for notice periods\nof varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer\nwill continue to receive base salary and benefits. We have also entered into customary non-competition, confidentiality of information\nand ownership of inventions arrangements with our executive officers. However, the enforceability of the noncompetition provisions may\nbe limited under applicable law.\n\n \n\n**Options**\n\n \n\nSince\nour inception we have granted options to purchase our common stock to our officers and directors. Such option agreements may contain\nacceleration provisions upon certain merger, acquisition, or change of control transactions.\n\n \n\n**Restricted\nStock and Restricted Stock Grants**\n\n \n\nSince\nour inception we have granted restricted stock awards to our officers and directors. Such restricted stock award agreements may contain\nacceleration provisions upon certain merger, acquisition, or change of control transactions.\n\n \n\n**Services\nAgreement**\n\n** **\n\nEffective\nas of March 1, 2025, and in connection with Mr. Elmaliah’s appointment as the Company’s Chief Financial Officer, the Company\nentered into an agreement with Mr Elmaliah and Accounting Team Ltd., an entity 100% owned by Mr. Elmaliah, pursuant to which it was engaged\nto provide bookkeeping, controller and CFO services. Under the agreement, the Company agreed to pay Accounting Team a monthly fee of\nNIS 63,000 (approximately $20,000) for the provision of these services.\n\n \n\n**Indemnification\nAgreements and Directors’ and Officers’ Liability Insurance**\n\n \n\nWe\nhave entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things,\nrequire us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permitted by Delaware\nlaw against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result\nof any proceedings against them as to which they could be indemnified. We also maintain an insurance policy that insures our directors\nand officers against certain liabilities, including liabilities arising under applicable securities laws.\n\n \n\n**Director\nIndependence**\n\n \n\nSee\n“Nominees for Director” above for a discussion regarding the independence of the members of our board of directors.\n\n \n\n**ANNUAL\nREPORT**\n\n \n\nOur\nAnnual Report on Form 10-K for the year ended December 31, 2025 is available with this proxy statement at www.proxyvote.com. Any person\nwho was a beneficial owner of our ordinary shares on the Record Date may request a copy of our Annual Report, and it will be furnished\nwithout charge upon receipt of a written request identifying the person so requesting the Annual Report as a stockholder of My Size at\nsuch date. Requests should be directed in writing to My Size, Inc., 4 HaNegev St., P.O.B. 1026, Airport City, Israel, 7010000, Attention:\nCorporate Secretary or by calling us at +972 3 600 9030, Attention: Corporate Secretary. Our Annual Report, as well as other company\nreports, are also available on the SEC’s website (www.sec.gov).\n\n** **\n\n**OTHER\nMATTERS**\n\n \n\nWe\nhave no knowledge of any other matters that may come before the Annual Meeting and does not intend to present any other matters. However,\nif any other matters shall properly come before the meeting or any adjournment, the persons soliciting proxies will have the discretion\nto vote as they see fit unless directed otherwise.\n\n \n\nIf\nyou do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum,\nplease sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, we will cancel\nyour previously submitted proxy.\n\n \n\n31\n\n \n\n \n\n**Appendix\nA**\n\n** **\n\n**Certificate\nof Amendment**\n\n**of**\n\n**Amended\nand Restated Certificate of Incorporation**\n\n**of**\n\n**My\nSize, Inc.**\n\n \n\nUnder\nSection 242 of the Delaware General Corporation Law\n\n \n\nMy\nSize, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies\nas follows:\n\n \n\nFIRST:\nThe Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by replacing FIFTH in its entirety with the\nfollowing:\n\n \n\nFIFTH:\nThe total number of shares of stock which the Corporation shall have authority to issue is two hundred and fifty million\n(250,000,000) shares of common stock with a par value of $0.001 per share (the “Common Stock”). The Common Stock may\nbe issued from time to time without action by the stockholders. The Common Stock may be issued for consideration as may be fixed by the\nCorporation’s Board of Directors (the “Board of Directors”).\n\n \n\nThe\nforegoing amendment shall be effective as of _____ a.m., New York City time on _____, 202__ (the “Effective Time”), every\n_____ (_____) shares of the Corporation’s Common Stock (the “Old Common Stock”), issued and outstanding immediately\nprior to the Effective Time, will be automatically reclassified as and converted into one (1) share of common stock, par value $0.001\nper share, of the Corporation (the “New Common Stock”) (such formula herein, the “Determined Ratio”). Further,\nevery right, option and warrant to acquire shares of Old Common Stock outstanding immediately prior to the Effective Time shall, as of\nthe Effective Time and without any further action, automatically be reclassified into the right to acquire one (1) share of New Common\nStock based on the Determined Ratio of shares of Old Common Stock to shares of New Common Stock, but otherwise upon the terms of such\nright, option or warrant (except that the exercise or purchase price of such right, option or warrant shall be proportionately adjusted).\n\n \n\nNotwithstanding\nthe immediately preceding paragraph, the Corporation shall not be required to issue or deliver any fractional shares of New Common Stock.\nAt the Effective Time any such fractional interest in such shares of New Common Stock shall be [converted into the right to receive,\nan amount in cash, without interest, determined by multiplying (i) the closing sale price of the Common Stock (on a post-reverse-split\nbasis as adjusted for the amendment effected hereby) on the trading day immediately prior to the Effective Time as reported on the Nasdaq\nCapital Market, by (ii) such fractional share interest to which the holder would otherwise be entitled]/[rounded up to the next whole\nshare]. Shares of Common Stock that were outstanding prior to the Effective Time and that are not outstanding after the Effective Time\nshall resume the status of authorized but unissued shares of Common Stock.\n\n \n\nEach\nstock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective\nTime, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate\nshall have been reclassified (as well as the right to receive [cash]/[whole shares] in lieu of any fractional shares of New Common Stock\nas set forth above); provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall\nreceive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which\nthe shares of Old Common Stock represented by such certificate shall have been reclassified, as well as any [cash]/[whole share] in lieu\nof fractional shares of New Common Stock to which such holder may be entitled pursuant to the immediately preceding paragraph.\n\n \n\nSECOND:\nThe foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the\nState of Delaware and has been duly approved by the stockholders of the Corporation.\n\n \n\nIN\nWITNESS WHEREOF, I have signed this Certificate this __ day of July, 2026.\n\n \n\n \n\n \n\n \n\n**Appendix\nB**\n\n** **\n\n**Certificate\nof Amendment\nof\nAmended and Restated Certificate of Incorporation\nof\nMy Size, Inc.**\n\n \n\nUnder\nSection 242 of the Delaware General Corporation Law\n\n \n\nMy\nSize, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies\nas follows:\n\n \n\nFIRST:\nThe Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by replacing FIFTH in its entirety with the\nfollowing:\n\n \n\nFIFTH:\nThe total number of shares of stock which the Corporation shall have authority to issue is three hundred and fifty million (260,000,000)\nshares, consisting of two hundred and fifty million (250,000,000) shares of common stock with a par value of $0.001 per share (the “Common\nStock”), and ten million (10,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).\nThe Common Stock may be issued for consideration as may be fixed by the Corporation’s Board of Directors (the “Board of\nDirectors”).\n\n \n\nPreferred\nStock. The Preferred Stock may be issued in one or more series. The Board Of Directors is hereby authorized to issue the shares of\nPreferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any such series and\nthe designation, powers, preferences and relative participating, optional or other rights, if any, and the qualifications, limitations\nor restrictions thereof. The authority of the board of directors with respect to each such series will include, without limiting the\ngenerality of the foregoing, the determination of any or all of the following:\n\n \n\n*a.*the\nnumber of shares of any series and the designation to distinguish the shares of such series\nfrom the shares of all other series;\n\n*b.*the\nvoting powers, if any, and whether such voting powers are full or limited in such series;\n\n*c.*the\nredemption provisions, if any, applicable to such series, including the redemption price\nor prices to be paid;\n\n*d.*whether\ndividends, if any, will be cumulative or noncumulative, the dividend rate of such series,\nand the dates and preferences of dividends on such series;\n\n*e.*the\nrights of such series upon the voluntary or involuntary dissolution of, or upon any distribution\nof the assets of, the Corporation;\n\n*f.*the\nprovisions, if any, pursuant to which the shares of such series are convertible into, or\nexchangeable for, shares of any other class or classes or of any other series of the same\nor any other class or classes of stock, or any other security, of the Corporation or any\nother corporation or other entity, and the rates or other determinants of conversion or exchange\napplicable thereto;\n\n*g.*the\nright, if any, to subscribe for or to purchase any securities of the Corporation or any other\ncorporation or other entity;\n\n*h.*the\nprovisions, if any, of a sinking fund applicable to such series; and\n\n*i.*any\nother relative, participating, optional, or other special powers, preferences or rights and\nqualifications, limitations, or restrictions thereof;\n\n \n\nall\nas may be determined from time to time by the Board of Directors and stated or expressed in the resolution or resolutions providing for\nthe issuance of such Preferred Stock.\n\n \n\nSECOND:\nThe foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the\nState of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.\n\n \n\nIN\nWITNESS WHEREOF, I have signed this Certificate this __ day of July, 2026.\n\n \n\n \n\n \n\n \n\n**MY\nSIZE, INC.**\n\n**HaNegev\n4, POB 1026,**\n\n**Airport\nCity, Israel 7010000**\n\n**Tel:\n+972-3-600-9030**\n\n \n\n \n**VOTE\nON INTERNET**\n\n \n \n\n \nGo\nto\nhttp://www.vstocktransfer.com/proxy\n\n \nClick\non Proxy Voter Login and log-on using the below control number.\n\n \n \n\n \n**CONTROL\n#**\n\n \n**VOTE\nBY MAIL**\n\n*\nSPECIMEN *\n\n1\nMAIN STREET\n\nMark,\nsign and date your proxy card and return it in the envelope we have provided.\n\nANYWHERE\nPA 99999-9999 \n \n\n**VOTE\nBY EMAIL**\n\n \nMark,\nsign and date your proxy card and send it to vote@vstocktransfer.com.\n\n \n \n\n \n**VOTE\nIN PERSON**\n\n \nIf\nyou would like to vote in person, please attend the Annual Meeting to be held at the offices of Greenberg Traurig, P.A., One Azrieli\nCenter, Round Tower, 30th floor, 132 Menachem Begin Rd, Tel Aviv 6701101 Israel at 10:00 a.m. (local time)\n\n \n\n**Please\nVote, Sign, Date and Return Promptly in the Enclosed Envelope.**\n\n \n\n**Annual\nMeeting Proxy Card - My Size, Inc.**\n\n \n\n▼\nDETACH PROXY CARD HERE TO VOTE BY MAIL ▼\n\n \n\n**(1)**\n**To\nelect two Class II directors to serve on our board of directors for a term of three years or until their respective successors are\nelected and qualified:**\n\n \n\n ☐\n\nFOR\nALL NOMINEES LISTED BELOW\n\n(except\nas marked to the contrary below)\n\n \n☐\n\nWITHHOLD\nAUTHORITY TO VOTE FOR\n\nALL\nNOMINEES LISTED BELOW\n\n \n\n**INSTRUCTION:**TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL NOMINEES STRIKE A LINE THROUGH THE NOMINEES’ NAMES BELOW:\n\n \n\n \n01\nOron Branitzky\n02\nGuy Zimmerman\n \n \n \n\n \n\n**(2)**\n**To\napprove, on an advisory basis, the Company’s executive compensation.**\n\n \n\n☐\nVOTE FOR\n☐\nVOTE AGAINST\n☐\nABSTAIN\n\n \n\n**(3)**\n**To\ngrant discretionary authority to our board of directors to (i) amend our Amended and Restated Certificate of Incorporation, as amended,\nto effect one or more consolidations of the issued and outstanding shares of our common stock pursuant to which the shares of common\nstock would be combined and reclassified into one (1) share of common stock at a ratio within the range from 1-for-2 up to 1-for-30;\nand (ii) determine whether to arrange for the disposition of fractional interests by stockholders entitled thereto, to pay in cash\nthe fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined,\nor to entitle stockholders to receive from our transfer agent, in lieu of any fractional share, the number of shares of common stock\nrounded up to the next whole number, provided that, (X) that we shall not effect Reverse Stock Splits that, in the aggregate, exceeds\n1-for-30, and (Y) any Reverse Stock Split is completed no later than July 21, 2027.**\n\n \n\n☐\nVOTE FOR\n☐\nVOTE AGAINST\n☐\nABSTAIN\n\n \n\n**(4)**\n**To\napprove an amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize the issuance of blank\ncheck preferred stock.**\n\n \n\n☐\nVOTE FOR\n☐\nVOTE AGAINST\n☐\nABSTAIN\n\n \n\n**(5)**\n**To\nratify the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2026.**\n\n \n\n☐\nVOTE FOR\n☐\nVOTE AGAINST\n☐\nABSTAIN\n\n \n\n**Date**\n \n**Signature**\n \n**Signature,\nif held jointly**\n\n \n \n \n \n \n\nTo\nchange the address on your account, please check the box at right and indicate your new address. ☐\n\n***\nSPECIMEN ***\nAC:ACCT9999\n90.00\n\n \n\n \n \n \n\n \n\n \n\n \n\n \n\n**MY\nSIZE, INC.**\n\nAnnual\nMeeting of Stockholders\n\nJuly\n21, 2026\n\n \n\n**MY\nSIZE, INC.** \n\n**THIS\nPROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS**\n\n \n\nThe\nundersigned hereby appoints Ronen Luzon and Oren Elmaliah, each as proxy, with full power of substitution, to represent and to vote all\nthe shares of common stock of My Size, Inc. (the “Company”), which the undersigned would be entitled to vote, at the Company’s\nAnnual Meeting of Stockholders to be held on July 21, 2026 and at any adjournments thereof, subject to the directions indicated on this\nProxy Card.\n\n \n\nIn\nhis discretion, each proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments\nthereof. This proxy will be voted in accordance with the specifications made, but if no choices are indicated, this proxy will be voted\nFOR all the proposals listed on the reverse side. The Board of Directors recommends a vote **FOR** proposals 1, 2, 3, 4 and\n5.\n\n \n\nPlease\ncheck here if you plan to attend the Annual Meeting of Stockholders on July 21, 2026 at 10:00 a.m. (local time) ☐\n\n \n\nPlease\nindicate your status by signing Ѵ in the relevant checkbox:\n\n \n\nRelated\nParty1\nCompany\nofficeholder\nInstitutional\nInvestor\nNone\nof the above\n\n \n\n1\nA holder of not less than 5 percent of the outstanding securities."}