Item 8.01.
Other Events.
On
August 7, 2018, My Size, Inc. (the “Company”) filed a complaint (the “Complaint”) in the Supreme Court
of the State of New York, County of New York against North Empire LLC (“North Empire”). The Complaint alleges that
on December 15, 2015, the Company and North Empire entered into a securities purchase agreement (the “December SPA”)
pursuant to which North Empire agreed to loan the Company $1,450,000 as evidenced by a convertible note (the “December Note”
and together with the December SPA, the “December Transaction Documents”). The Company further alleges that although
it registered for resale all of the shares of the Company’s common stock issuable to North Empire upon conversion of the
December Note, to date, North Empire has paid the Company only $834,000 of the $1,450,000 purchase price payable, leaving a balance
of $616,000 currently due and payable. Accordingly, the Company seeks payment of the $616,000 balance of the purchase price due
under the December Transaction Documents.
On
September 27, 2018, North Empire filed an answer, affirmative defenses and counterclaims (collectively, the “Answer”)
in response to the Complaint. The Answer alleges that in addition to the December Transaction Documents, on March 10, 2015, the
Company and North Empire entered into a securities purchase agreement (the “March SPA”) pursuant to which North Empire
agreed to loan the Company $1,000,000 as evidenced by a convertible note (the “March Note” and together with the December
Note, the “Notes”). The Answer further alleges that, per the terms of the Notes, the Notes were to have automatically
converted into shares of the Company’s common stock at such time that the Company’s securities became listed for trading
on a U.S. national securities exchange, and that the Company delayed in issuing and delivering the shares of common stock to North
Empire, which delay resulted in damages to North Empire.
In
addition, on September 27, 2018, North Empire filed a summons and third-party complaint (the “Third Party Complaint”)
in the Supreme Court of the State of New York, County of New York against Ronen Luzon, the Chief Executive Officer of the Company,
and Eli Walles, Chairman of the board of directors of the Company (collectively, the “Defendants”), in their individual
capacities, alleging that such persons improperly delayed and failed to deliver the shares of common stock to North Empire resulting
in North Empire’s inability to timely sell shares of the Company’s common stock, which delay resulted in damages to
North Empire.
North
Empire, through the Answer and Third Party Complaint, is seeking damages against the Company, as well as against the Defendants
in their individual capacities, in an amount of no less than $10,958,589 (plus pre- and post-judgement interests, fees, including
attorneys’ fees and costs). The Company intends to continue to vigorously pursue the Complaint against North Empire,
and to defend against the counterclaims raised by North Empire, all of which counterclaims it believes are without merit. Further,
the Defendants believe the third party claims made against them in their individual capacities are without merit and intend to
vigorously defend against such claims and assert all of their rights.
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MY
SIZE, INC.
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Date:
October 3, 2018
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By:
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/s/
Ronen Luzon
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Name:
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Ronen
Luzon
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Title:
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Chief
Executive Officer
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