Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
01 Juillet 2021 - 10:49PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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by the Registrant ☐
Filed
by a Party other than the Registrant ☒
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the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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☒
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Soliciting
Material Under Rule 14a-12
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(Name
of Registrant as Specified in Its Charter)
CUSTODIAN
VENTURES LLC
ACTIVIST
INVESTING LLC
DAVID
E. LAZAR
DAVID
ABOUDI
PATRICK
LONEY
DAVID
NATAN
(Name
of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title
of each class of securities to which transaction applies:
Aggregate
number of securities to which transaction applies:
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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maximum aggregate value of transaction:
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paid previously with preliminary materials:
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Schedule or Registration Statement No.:
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Filed:
Custodian Ventures LLC, a
Wyoming limited liability company (“Custodian Ventures”), together with the other participants named herein, intends to file
a preliminary proxy statement and accompanying WHITE 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 of
My Size Inc., a Delaware corporation (the “Company”).
Item 1: On July 1, 2021, Custodian
Ventures issued the following press release:
CUSTODIAN
VENTURES DELIVERS OPEN LETTER TO MYSZ STOCKHOLDERS
Reiterates its Belief that a Change in Tone
at the Top is Necessary to Ensure the Company’s Best Days are Ahead of It
Criticizes the Board’s Failure to be
Forthcoming in Response to Custodian’s Request for Books and Records Concerning Dubious and Extremely Value Destructive Transaction
Reserves Right to File Lawsuit in Delaware
Court of Chancery if the Company Does Not Comply with its Obligations to Produce Requested Materials
Calls on the Board to Immediately Schedule
the 2021 Annual Meeting and to Refrain from Any Further Dilutive Issuances Designed to Entrench the Board
NEW YORK, NY – 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
###
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1
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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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Item 2: Also on July 1, 2021, Custodian Ventures
uploaded the following materials to www.saratogaproxy.com/mysz:
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.
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