Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 30, 2022, My Size, Inc. (the “Company”), appointed Ezequiel Javier Brandwain to serve as the Company’s Chief
Commercial Officer, effective as of February 1, 2022.
Mr.
Brandwain brings more than two decades of global experience in retail and the fashion industry, mainly in business development, operations,
and international markets. Before joining the Company, Mr. Brandwain held positions of increasing responsibility at several companies,
including between June 2017 and November 2020, at 7 For All Mankind International, where he served as Director, Latin America and Caribbean,
managing business development and operations across Latin America and the Caribbean. Before that, between May 2016 and June 2017, Mr.
Brandwain served as Chief Business Development Officer at Replay – Fashion Box SPA, where he oversaw business development and operations,
expansion and control in the Americas, the Caribbean, and North-East Asia. Prior this role, between September 2015 and May 2016, he served
as the Replay’s Managing Director in Latin America and the Caribbean, leading the company’s international expansion in these
regions. Prior to that, Mr. Brandwain has held similar executive positions at Authentic Brands Group LLC, Flemingo International Ltd.,
Calvin Klein, Givenchy, Nautica, Report Collection/Modextil, Inc., and Andrew Koenig International, Inc. Between September 2019 and November
2020, Mr. Brandwain served as a member of the board of directors of 7 For All Mankind Brazil Importacao, Comercio E Distribuicao S.A.
In
connection with his appointment as Chief Commercial Officer, on January 27, 2022, Mr. Brandwain and My Size Israel 2014 Ltd., a subsidiary
of the Company, entered into an employment agreement (the “Employment Agreement”). Pursuant to the terms of the Employment
Agreement, Mr. Brandwain shall receive NIS 45,000 per month as his base salary and shall be eligible to receive a monthly commission
as determined by us. Under the Company’s current commissions model, Mr. Brandwain will be entitled to commissions on the overall
Company’s sales of up to 5% of each direct sale of the Company’s products or services, and up to 2% of indirect sales. In
addition, Mr. Brandwain shall be entitled to social benefits and other benefits, including, but not limited to, contributions towards
an education fund, pension scheme, manager’s insurance, insurance coverage, including insurance in case of disability, annual vacation
days, sick leave, Company’s car, Company’s cell phone, and expense reimbursement. Pursuant to the terms of the Employment
Agreement and subject to certain conditions, payments made by the Company to the pension fund or the manager’s insurance fund shall
be made in lieu of severance payments due to Mr. Brandwain. The term of the Employment Agreement shall be effective as of February 1,
2022, and shall continue until such time either party provides a written notice to the other party according to the applicable law in
advance of the termination of such agreement. The Company may also terminate Mr. Brandwain’s employment without prior written notice
(or payment in lieu of such notice) for cause (as defined in the Employment Agreement). The Employment Agreement also includes provisions
regarding loyalty, confidentiality, non-competition, and intellectual property undertaking.
The
foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of such
agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
There
are no arrangements or understandings between Mr. Brandwain and any other person pursuant to which he was selected as an officer, and
there are no family relationships between Mr. Brandwain and any of the Company’s directors or executive officers. Mr. Brandwain
has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item
404(a) of Regulation S-K.