Business Context and Reporting Period
This Form 8-K Current Report was filed by My Size, Inc. on November 4, 2021. The filing discloses the entry into a material definitive settlement agreement with David Lazar and certain affiliates (collectively, the "Lazar Parties") and Custodian Ventures, LLC. The agreement resolves ongoing legal disputes regarding the Company's 2021 annual meeting of stockholders and director nominations.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The only specific financial figure disclosed is a one-time settlement payment.
- Settlement Payment: $275,000 to be paid to Custodian Ventures within three business days of the agreement's effective date.
- Payment Purpose: Reimbursement of out-of-pocket expenses and consideration for the dismissal and release of claims.
Material Changes
The primary material change is the resolution of two specific legal actions:
- Dismissal of the action filed by Custodian Ventures under Section 211 of the Delaware General Corporation Law (Custodian Ventures LLC v. My Size, Inc.).
- Dismissal of the civil action filed by My Size, Inc. in the U.S. District Court for the Southern District of New York (My Size, Inc. v. Lazar et al.).
Additionally, Custodian Ventures agreed to withdraw its nomination of four director candidates for the 2021 annual meeting and cease all proxy solicitation activities related to that meeting.
Outlook, Risks, and Contingencies
Standstill Provisions: The agreement includes a five-year standstill period. During this time, the Lazar Parties agree to vote their beneficially owned shares in accordance with the Company's or Board's recommendations, subject to legal constraints and certain extraordinary transactions.
Confidentiality and Non-Disparagement: The agreement contains standard non-disparagement and confidentiality clauses.
Regulation FD Disclosure: The Company and Custodian Ventures jointly issued a press release regarding the settlement. The information in the press release is not deemed "filed" for purposes of the Exchange Act unless expressly referenced.
Investor Verification Checklist
- Verify the execution of the $275,000 payment to Custodian Ventures within the stipulated three-business-day window.
- Confirm the formal withdrawal of the four director nominations and the cessation of proxy solicitation by Custodian Ventures for the 2021 annual meeting.
- Review the full text of the Settlement Agreement (Exhibit 10.1) for specific definitions of "extraordinary transactions" that may exempt the Lazar Parties from the voting standstill.
- Monitor future filings to ensure compliance with the five-year standstill and non-disparagement provisions.