My Size Inc
For the period ended Mar 22, 2024. Filed Mar 22, 2024.
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Mar 22, 2024 · Filed Mar 22, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
|---|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 |
NOTICE OF SPECIAL MEETING
AND
PROXY STATEMENT
Meeting to be held on April 15, 2024, at 10:00 a.m. (local time)
At the Offices of Barnea Jaffa Lande & Co Law Offices, 58 HaRakevet St., Tel Aviv 6777016, Israel
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 2024
A special meeting of stockholders (the “Special Meeting”) of My Size, Inc. (“My Size”, the “Company”, “we”, “us”, or “our”) will be held on April 15, 2024, at the offices of Barnea Jaffa Lande & Co Law Offices, 58 HaRakevet St., Tel Aviv 6777016, Israel at 10:00 a.m. (local time), to consider the following proposals:
| 1. | Grant discretionary authority to our board of directors to (i) amend our Amended and Restated Certificate of Incorporation, as amended, to effect one or more consolidations of the issued and outstanding shares of our common stock pursuant to which the shares of common stock 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-15 (the “Reverse Stock Split”); and (ii) determine whether to arrange for the disposition of fractional interests by stockholders entitled 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 such fractions are determined, or to entitle stockholders to receive from our transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that we shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-15, and (Y) any Reverse Stock Split is completed no later than April 15, 2025 (the “Reverse Stock Split Proposal”); and |
| 2. | To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the Reverse Stock Split Proposal if there are not sufficient votes to approve such proposal (the “Adjournment Proposal”). |
BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTES AT THE SPECIAL MEETING IN PERSON OR BY PROXY.
These proposals are fully set forth in the accompanying Proxy Statement, which you are urged to read thoroughly. For the reasons set forth in the Proxy Statement, your board of directors recommends a vote “FOR” the Reverse Stock Split Proposal and the Adjournment Proposal. The Company intends to mail the Proxy Statement and Proxy Card enclosed with this notice on or about March 25, 2024 to all stockholders entitled to vote at the Special Meeting. Only stockholders of record at the close of business on March 25, 2024 will be entitled to attend and vote at the meeting. A list of all stockholders entitled to vote at the Special Meeting will be available at the principal office of the Company during usual business hours, for examination by any stockholder for any purpose germane to the Special Meeting for 10 days prior to the date thereof. Stockholders are cordially invited to attend the Special Meeting. However, whether or not you plan to attend the meeting in person, your shares should be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. If you do attend the meeting and wish to vote your shares personally, you may revoke your Proxy.
/s/ Ronen Luzon
Ronen Luzon
Member of the Board of Directors March 22, 2024
WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on April 15, 2024. The Proxy Statement is available at www.proxyvote.com.
TABLE OF CONTENTS
| PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF STOCKHOLDERS | 1 |
| PROPOSAL NO 1. – REVERSE STOCK SPLIT PROPOSAL | 5 |
| PROPOSAL NO. 2. – ADJOURNMENT PROPOSAL | 12 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 12 |
| OTHER MATTERS | 13 |
My Size, Inc.
4 Hayarden St., P.O.B. 1026,
Airport City, Israel, 7010000
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.