Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
My Size, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
62844N208
(CUSIP Number)
David E. Lazar
c/o ACTIVIST INVESTING llc
1185 Avenue of the Americas, Third Floor
New York, New York 10036
(646) 768-8417
SPENCER FELDMAN, ESQ.
Kenneth A. Schlesinger, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| 1 | NAME OF REPORTING PERSONS
David E. Lazar |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS OO, PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA, ISRAEL |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
290,200 |
| 8 | SHARED VOTING POWER
1,211,853 | |
| 9 | SOLE DISPOSITIVE POWER
290,200 | |
| 10 | SHARED DISPOSITIVE POWER
1,211,853 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,502,053 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4% |
| 14 | TYPE OF REPORTING PERSON
IN |
2
| 1 | NAME OF REPORTING PERSONS
Custodian Ventures LLC |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - |
| 8 | SHARED VOTING POWER
790,300 | |
| 9 | SOLE DISPOSITIVE POWER
- 0 - | |
| 10 | SHARED DISPOSITIVE POWER
790,300 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
790,300 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% |
| 14 | TYPE OF REPORTING PERSON
OO |
3
| 1 | NAME OF REPORTING PERSONS
Activist Investing LLC |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - |
| 8 | SHARED VOTING POWER
421,553 | |
| 9 | SOLE DISPOSITIVE POWER
- 0 - | |
| 10 | SHARED DISPOSITIVE POWER
421,553 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,553 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% |
| 14 | TYPE OF REPORTING PERSON
OO |
4
| 1 | NAME OF REPORTING PERSONS
DAVID ABOUDI |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA, ISRAEL |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - |
| 8 | SHARED VOTING POWER
- 0 - | |
| 9 | SOLE DISPOSITIVE POWER
- 0 - | |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 | TYPE OF REPORTING PERSON
IN |
5
| 1 | NAME OF REPORTING PERSONS
PATRICK LONEY |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - |
| 8 | SHARED VOTING POWER
- 0 - | |
| 9 | SOLE DISPOSITIVE POWER
- 0 - | |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 | TYPE OF REPORTING PERSON
IN |
6
| 1 | NAME OF REPORTING PERSONS
DAVID NATAN |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - |
| 8 | SHARED VOTING POWER
- 0 - | |
| 9 | SOLE DISPOSITIVE POWER
- 0 - | |
| 10 | SHARED DISPOSITIVE POWER
- 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14 | TYPE OF REPORTING PERSON
IN |
7
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
In connection with the Settlement Agreement defined and described in Item 4 below, David Aboudi, Patrick Loney and David Natan (collectively, the “Director Nominees”) are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 3. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On November 4, 2021, Custodian Ventures LLC and certain of its affiliates (collectively, “Custodian”) and the Director Nominees entered into an agreement (the “Settlement Agreement”) with the Issuer.
Pursuant to the Settlement Agreement, Custodian, the Director Nominees and the Issuer agreed to compromise and settle the following claims asserted against one another: (i) the action commenced by Custodian pursuant to Section 211 of the Delaware General Corporation Law against the Issuer in the Court of Chancery of the State of Delaware, captioned Custodian Ventures LLC v. My Size, Inc., C.A. No. 2021-0817-LWW, and (ii) the civil action filed by the Issuer in the United States District Court of the Southern District of New York, My Size, Inc. v. Lazar et al., No. 1:21-cv-08585.
In addition, pursuant to the Settlement Agreement, the Issuer agreed to reimburse Custodian for out of pocket expenses and in consideration for the dismissal and release of claims against the Issuer an aggregate amount equal to $275,000, to be paid within three business days of the effective date of the Settlement Agreement.
With respect to the Issuer’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”), Custodian agreed to, among other things, withdraw or rescind (i) its May 12, 2021 notice of stockholder nominations of four director candidates with respect to the 2021 Annual Meeting, (ii) the notice dated October 28, 2021 submitted by Custodian to the Issuer notifying the Issuer of Custodian’s continued intent to bring its nomination of four director candidates before the Issuer’s stockholders at the 2021 Annual Meeting, and (iii) any and all related materials and notices submitted to the Issuer in connection therewith or related thereto and to not take any further action in connection with the solicitation of any proxies in connection with the Issuer. Custodian also agreed to cease any and all solicitation and other activities in connection with the 2021 Annual Meeting.
In addition, Custodian and the Director Nominees agreed to certain customary standstill provisi ons for a period of five years beginning on the effective date of the Settlement Agreement (the “Standstill Period”). The Settlement Agreement also provides that during the Standstill Period, Custodian and the Director Nominees will vote all Shares of the Issuer beneficially owned in in accordance with any proposal or recommendation made by the Issuer or the Board of Directors of the Issuer that is submitted to the stockholders of the Issuer, except with respect to certain extraordinary transactions and unless to do so would violate applicable law.
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The Settlement Agreement also contains non-disparagement and confidentiality provisions, subject to certain exceptions.
The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 in the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2021, and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 20,210,295 Shares outstanding, as of October 28, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Prospectus on Form 424B5 filed with the SEC on October 28, 2021.
| A. | Activist Investing |
| (a) | As of the date hereof, Activist Investing directly beneficially owned 421,553 Shares. |
Percentage: Approximately 2.1%
| (b) | 1.
Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 421,553 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 421,553 |
| B. | Custodian Ventures |
| (a) | As of the date hereof, Custodian Ventures directly beneficially owned 790,300 Shares. |
Percentage: Approximately 3.4%
| (b) | 1.
Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 790,300 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 790,300 |
| C. | Mr. Lazar |
| (a) | As of the date hereof, Mr. Lazar directly beneficially owned 290,200 Shares. Mr. Lazar, as the sole member and Chief Executive Officer of each of Activist Investing and Custodian Ventures, may be deemed the beneficial owner of the (i) 421,553 Shares owned by Activist Investing and (ii) 790,300 Shares owned by Custodian Ventures. |
Percentage: Approximately 7.4%
| (b) | 1.
Sole power to vote or direct vote: 290,200 2. Shared power to vote or direct vote: 1,211,853 3. Sole power to dispose or direct the disposition: 290,200 4. Shared power to dispose or direct the disposition: 1,211,853 |
9
| D. | Messrs. Natan, Aboudi and Loney |
| (a) | As of the date hereof, none of Messrs. Natan, Aboudi or Loney beneficially owned any Shares. |
Percentage: 0%
| (b) | 1.
Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
| (c) | None of the Reporting Persons has entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On November 4, 2021, the Reporting Persons entered into the Settlement Agreement with the Issuer as defined and described in Item 4, a copy of which is attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 5, 2021 and is incorporated herein by reference.
On November 8, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 3 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent as required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
| 99.2 | Joint Filing Agreement by and among Custodian Ventures LLC, Activist Investing LLC and David E. Lazar, dated November 8, 2021. |
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 8, 2021
|
ACTIVIST INVESTING LLC | ||
| |||
| By: | |||
| Name: | David E. Lazar | ||
| Title: | Chief Executive Officer | ||
| CUSTODIAN VENTURES LLC | |||
| |||
| By: | |||
| Name: | David E. Lazar | ||
| Title: | Chief Executive Officer | ||
DAVID E. LAZAR Individually and as attorney-in-fact for David Aboudi, Patrick Loney and David Natan |
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