NEW YORK, July 1, 2021 /PRNewswire/ -- Custodian Ventures
LLC (together with its affiliates, "Custodian Ventures" or "we"),
as the largest stockholder of My Size, Inc. ("MYSZ" or the
"Company") (NASDAQ: MYSZ) prior to the Company's recent dilutive
transaction, with an ownership interest of approximately 9.99% of
the Company's outstanding shares, today issued the below open
letter to fellow MYSZ stockholders.
* * *
Fellow Stockholders,
Custodian Ventures nominated four director candidates for
election to MYSZ's Board of Directors (the "Board") at the 2021
Annual Meeting of Stockholders (the "2021 Annual Meeting") because
it is our belief that with a change of tone at the top the
Company's best days are still ahead of it. As we explained in
our first public letter,1 we believe it is high time
that the current Board and management be held accountable for,
among other things, the Company's abysmal stock price and operating
underperformance, excessive executive compensation and shameful
corporate governance practices to date.
Instead of entering into a productive dialogue with us
concerning our nominees' qualifications or the Company's future,
this Board responded to our nomination by brazenly issuing nearly
20% of the Company's then outstanding shares to the Company's
founder, who has known ties to certain nefarious elements wanted
for securities fraud, in return for a waiver of the mere right held
by this individual to repurchase certain intellectual property
assets and receive royalty payments. We believe these rights,
let alone the waiver thereof, are of little to no value given,
among other things, the Company's apparent failure to seek an
independent valuation of the underlying assets and the high
likelihood that no royalty payments have ever been paid in
connection therewith. As a result, on June
1, 2021, Custodian Ventures made a demand under Delaware law to inspect certain books and
records of the Company (the "Demand") to determine, among other
things, whether there was any breach of fiduciary duties by members
of the Board in approving this extremely dilutive transaction after
we nominated our slate.
To date, the Company has not produced any documents
substantiating the legitimacy of this transaction nor has it made
any attempt to otherwise defend substantively the Board's apparent
entrenchment maneuver. Instead, the Company, through its counsel,
has erected roadblocks to our legitimate information requests by
requiring us to agree to what we believe are non-commercial terms
and conditions which, among other things, seek to stifle our
ability to communicate to stockholders our conclusions from our
review of the documents produced. To be clear, any such
conclusions drawn by Custodian Ventures will not contain any
sensitive or otherwise proprietary Company information that
stockholders should not be entitled to learn given the extremely
value-destructive and suspicious nature of this transaction.
Nonetheless, we have given the Company a deadline of July 6, 2021 to confirm that it will produce all
of the documents requested in our Demand and until July 8, 2021 to substantially complete such
production. In the event the Company does not comply in full
with its obligations under Delaware law to produce the requested
materials, we have reserved and are otherwise prepared to exercise
our rights as stockholders of a Delaware corporation by filing suit in the
Delaware Court of Chancery to
compel the requested inspection.
We call on the Board to refrain from taking any further actions
which appear calculated to frustrate the exercise of stockholder
democracy and shield the Board and management from accountability
and to instead immediately announce the date of the 2021 Annual
Meeting. The Company has held its last two annual meeting in
early August. If it intended to be consistent with recent
years, the Company should have set a record date and filed
preliminary proxy materials by now. Any transparent attempts
by the Board to avoid accountability by "running down the clock"
will be summarily met by swift and decisive action by Custodian
Ventures for the benefit of all of the Company's stockholders to
compel the Board to hold the 2021 Annual Meeting in the
statutorily-enumerated timeframe. Finally, given the ample
$5.75 million in cash the Company
reported on its books at the close of the first quarter of 2021, we
urge the Board to reconsider authorizing any additional dilutive
share issuances in a vain attempt to drown out the voice of its
stockholders.
Sincerely,
David E. Lazar
Chief Executive Officer
Custodian Ventures LLC
About Custodian Ventures
Custodian Ventures LLC is an
investment fund specializing in reverse merger and other
event-driven opportunities. Its Chief Executive Officer,
David E. Lazar, brings domestic and
international experience in operations, accounting, audit
preparation, due diligence, capital restructuring, debt financing,
and mergers and acquisitions.
Investor Contacts:
John
Ferguson
Saratoga Proxy Consulting LLC
(212) 257-1311
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Custodian Ventures LLC ("Custodian Ventures"), together with the
other participants named herein, intends to file a preliminary
proxy statement and an accompanying WHTE proxy card with the
Securities and Exchange Commission ("SEC") to be used to solicit
votes for the election of its slate of highly qualified director
nominees at the 2021 annual meeting of stockholders My Size, Inc.,
a Delaware corporation (the
"Company").
CUSTODIAN VENTURES STRONGLY ADVISES ALL STOCKHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON
THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Activist Investing LLC ("Activist Investing"), Custodian Ventures,
David E. Lazar, David Aboudi, Patrick
Loney and David Natan.
As of the date hereof, Activist Investing directly beneficially
owns 421,553 shares of Common Stock, par value $0.001 per share, of the Company (the "Common
Stock"). As of the date hereof, Custodian Ventures directly
beneficially owns 790,300 shares of Common Stock. As of the
date hereof, Mr. Lazar directly beneficially owns 290,200 shares of
Common Stock. Mr. Lazar, as the sole member and Chief
Executive Officer of each of Activist Investing and Custodian
Ventures, may be deemed to beneficially own the 1,211,853
beneficially owned in the aggregate by Activist Investing and
Custodian Ventures. As of the date hereof, none of Messrs.
Aboudi, Loney or Natan beneficially own any shares of Common
Stock.
1 The full text of Custodian Ventures' June 9, 2021 letter to MYSZ stockholders can be
accessed at www.saratogaproxy.com/MYSZ.
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SOURCE Custodian Ventures