Statement of Beneficial Ownership (sc 13d)
November 21 2022 - 04:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. __)
|
My
Size, Inc. |
|
(Name
of Issuer) |
|
Common
Stock, $0.001 par value per share |
|
(Title
of Class of Securities) |
Ronen
Luzon
c/o
My Size, Inc.
HaYarden
POB
1026
Airport
City, Israel
7010000
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
With copies to:
Or
Kles
c/o
My Size, Inc.
HaYarden
POB
1026
Airport
City, Israel
7010000
September
29, 2022
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
240.13d-7(b) for other parties to whom copies are to be
sent.
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE
13D
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Ronen
Luzon |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a)
☐
(b)
☐
|
|
3 |
SEC
USE ONLY |
|
|
|
4 |
SOURCE
OF FUNDS (See Instructions) |
|
AF |
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) |
|
☐ |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Israel |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
|
|
|
8 |
SHARED
VOTING POWER |
|
3,589,399
(1) |
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
3,589,399
(1) |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
3,589,399
(1) |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |
|
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
9.8%
(2) |
|
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
IN |
|
(1) |
Consists
of (i) 2,500,000 shares of restricted stock, (ii) 117,064 shares of
common stock, (iii) options to purchase up to 210,001 shares of
common stock that may be exercised within 60 days of the reporting
date, (iv) 600,000 shares of restricted stock which are held by the
Reporting Person’s spouse and (v) options to purchase up to 162,334
shares of common stock, which are held by the Reporting Person’s
spouse, that may be exercised within 60 days of the reporting
date. |
|
(2) |
Based
upon 36,126,284 shares of common stock outstanding as reported in
the Issuer’s quarterly report on Form 10-Q filed with the U.S.
Securities and Exchange Commission, or the SEC, on November 14,
2022. |
|
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) |
|
Billy
Pardo |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a)
☐
(b)
☐
|
|
3 |
SEC
USE ONLY |
|
|
|
4 |
SOURCE
OF FUNDS (See Instructions) |
|
AF |
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) |
|
☐ |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Israel |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER |
|
|
|
8 |
SHARED
VOTING POWER |
|
3,589,399
(1) |
|
9 |
SOLE
DISPOSITIVE POWER |
|
|
|
10 |
SHARED
DISPOSITIVE POWER |
|
3,589,399
(1) |
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
3,589,399
(1) |
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |
|
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
9.8%
(2) |
|
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
IN |
|
(1) |
Consists
of (i) 600,000 Shares of restricted stock, (ii) options to purchase
up to 162,334 shares of common stock that may be exercised within
60 days of the reporting date, (iii) 2,500,000 shares of restricted
stock which are held by the Reporting Person’s spouse, (iv) 117,064
shares of common stock which are held by the Reporting Person’s
spouse and (v) options to purchase up to 210,001 shares of common
stock, which are held by the Reporting Person’s spouse, that may be
exercised within 60 days of the reporting date. |
|
(2) |
Based
upon 36,126,284 shares of common stock outstanding as reported in
the Issuer’s quarterly report on Form 10-Q filed with the SEC on
November 14, 2022. |
|
Item
1. |
Security
and Issuer |
This statement relates to the common stock, $0.001 par value per
share (the “Shares”), of My Size, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the
Issuer is HaYarden 4, POB 1026, Airport City, Israel 7010000.
|
Item
2. |
Identity
and Background |
|
(a) |
This
statement is filed by: |
|
(b) |
The
principal business address of each Reporting Person is HaYarden 4,
POB 1026, Airport City, Israel 701000. |
|
(c) |
The
principal occupation of Mr. Luzon is serving as the Chief Executive
Officer and a Director of the Issuer. The principal occupation of
Ms. Pardo is serving as the Chief Operating Officer of the
Issuer. |
|
(d) |
No
Reporting Person has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
(e) |
No
Reporting Person has, during the last five years, been party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws. |
|
(f) |
Each
of the Reporting Persons are citizens of Israel. |
|
Item
3. |
Source
and Amount of Funds or Other Considerations |
On
September 29, 2022, the Issuer granted 2,500,000 restricted Shares
and 600,000 restricted Shares to Mr. Luzon and Ms. Pardo,
respectively, which vest in three equal installments on January 1,
2023, January 1, 2024 and January 1, 2025, subject to continuous
employment with the Issuer, and accelerated vesting upon a change
in control of the Issuer.
|
Item
4. |
Purpose
of Transaction |
Item
3 above is hereby incorporated into this Item 4 by reference. Each
Reporting Person serves as an executive officer of the Issuer and,
in such capacity, may be involved in reviewing transactions
involving the Issuer and may have influence over the corporate
activities of the Issuer, including activities which may relate to
items described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
As of
the date hereof, each Reporting Person in their individual
capacities do not have any present plans or proposals that relate
to, or would result in, any actions or events specified in clauses
(a) through (j) of Item 4 to Schedule 13D. Each Reporting Person
may, at any time and from time to time, (i) review or reconsider
his or her position in the Issuer or change his or her purpose or
formulate plans or proposals with respect thereto or (ii) propose
or consider one or more of the actions described in clauses (a)
through (j) of Item 4 to Schedule 13D.
From
time to time, each Reporting Person may also acquire beneficial
ownership of additional Shares or other securities of the Issuer as
compensation from the Issuer, by purchase or otherwise, including,
including, but not limited to, awards of restricted Shares, options
to purchase Shares, and restricted stock units for Shares, or
dispose of some or all of the Shares beneficially owned by such
Reporting Person in the open market or in privately negotiated
transactions (which may be with the Issuer or with third parties)
on such terms and at such times as such Reporting Person may deem
advisable.
|
Item
5. |
Interest
in Securities of the Issuer |
|
|
(a) –
(b) |
The
information contained in rows 7, 8, 9, 10, 11 and 13 on the cover
pages of this Schedule 13D (including the footnotes thereto) is
incorporated by reference herein. |
|
(c) |
No
transactions in the Issuer’s Shares were effected during the past
60 days by the Reporting Person except as set forth in Item 3
above. |
|
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer |
The
Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Schedule 13D as Exhibit A,
pursuant to which the Reporting Persons have agreed to file this
Schedule 13D jointly in accordance with the provisions of Rule
13d-1(k)(1) of the Securities Exchange Act of 1934, as
amended.
|
Item
7. |
Material
to Be Filed as Exhibits |
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
|
Dated:
November 21, 2022 |
By: |
/s/
Ronen Luzon |
| |
|
Ronen
Luzon |
|
Dated:
November 21, 2022 |
By: |
/s/
Billy Pardo |
| |
|
Billy
Pardo |
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby consent to the joint filing on
their behalf of a single Schedule 13D and any amendments thereto,
with respect to the beneficial ownership by each of the undersigned
of the common stock of My Size, Inc. The undersigned hereby further
agree that this Joint Filing Agreement be included as an exhibit to
such statement and any such amendment. The undersigned acknowledge
that each shall be responsible for the timely filing of such
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other. The undersigned
hereby further agree that this Joint Filing Agreement may be
executed in any number of counterparts, each of which when so
executed shall be deemed to be an original, but all of which
counterparts shall together constitute one and the same
instrument.
|
Dated:
November 21, 2022 |
By: |
/s/
Ronen Luzon |
| |
|
Ronen
Luzon |
|
Dated:
November 21, 2022 |
By: |
/s/
Billy Pardo |
| |
|
Billy
Pardo |
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