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.
- Peter Lynch
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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. 2)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)
September 22, 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* (a) ☐ (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 | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99% |
| 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* (a) ☐ (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)
5.3% |
| 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* (a) ☐ (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)
2.8% |
| 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* (a) ☐ (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* (a) ☐ (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* (a) ☐ (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. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On September 22, 2021, Custodian Ventures LLC (“Custodian”) filed a complaint (the “Verified Complaint”) pursuant to Section 211 of the Delaware General Corporation Law (“Delaware Law”) requesting the Court of Chancery of the State of Delaware (the “Court of Chancery”) to compel the Issuer to promptly hold its 2021 annual meeting of stockholders (the “Annual Meeting”) for the election of directors. The Verified Complaint indicates that the Issuer has not held such an annual meeting of the stockholders since August 10, 2020, or for more than thirteen (13) months. The Issuer has held its annual meeting in August for the past two years. Under Delaware Law, “[i]f there be a failure to hold the annual meeting or to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.” The full text of the Verified Complaint is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| 99.1 | Verified Complaint, dated September 22, 2021. |
8
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: September 23, 2021
| ACTIVIST INVESTING LLC | |||
|
| |||
| By: | /s/ David E. Lazar | ||
| Name: | David E. Lazar | ||
| Title: | Chief Executive Officer | ||
| CUSTODIAN VENTURES LLC | |||
|
| |||
| By: | /s/ David E. Lazar | ||
| Name: | David E. Lazar | ||
| Title: | Chief Executive Officer | ||
| /s/ DAVID E. LAZAR | |
DAVID E. LAZAR Individually and as attorney-in-fact for David Aboudi, Patrick Loney and David Natan |
9