UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, Or Kles, the Chief Financial Officer of My Size, Inc. (the “Company”) resigned effective March 31, 2025. On March 6, 2025, the Company appointed Oren Elmaliah as the Company’s Chief Financial Officer, effective April 1, 2025 to replace Mr. Kles. As a then member of the board of directors of the Company, Mr. Elmaliah stepped down as a member of the board and all committees of the board of directors of the Company. Mr. Elmaliah’s biography is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 4, 2024 and is incorporated by reference herein.
In connection with Mr. Elmaliah’s appointment, the Company entered into an agreement with Accounting Team Ltd., an entity 100% owned by Mr. Elmaliah pursuant to which it was engaged to provide bookkeeping, controller and CFO services (the “Services”), effective from March 1, 2025. Under the agreement, the Company agreed to pay Accounting Team a monthly fee of NIS 40,000 (approx $11,000) for the provision of the Services.
Additionally, on March 6, 2025, the Company’s board of directors appointed Roy Golan as a Class I director to replace Mr. Elmaliah, effective immediately. Mr. Golan’s initial term expires at the 2025 annual meeting of stockholders. Mr. Golan was additionally appointed to the Audit Committee as chair, the Compensation Committee, and Nominating and Corporate Governance Committee.
Mr. Golan acts as a financial advisor since July 2024 and currently serves as a director of Neurosense Therapeutics Ltd. (NASDAQ: NRSN), a Nasdaq listed company developing treatments for severe neurodegenerative diseases, since July 2024. Mr. Golan previously served as the Chief Financial Officer of Ayala Pharmaceuticals, Inc. (OTCQX: ADXS), a clinical-stage oncology company, from its merger with BioSight Ltd., a private pharmaceutical company developing innovative therapeutics for hematological malignancies and disorders, in October 2023 until June 2024. From 2019 to June 2024, Mr. Golan served as Executive VP and Chief Financial Officer of BioSight Ltd. From 2018 to 2019, Mr. Golan served as President and Chief Financial Officer of Exalenz Bioscience Ltd. (TASE: EXEN), a Tel Aviv Stock Exchange listed global, commercial-stage diagnostics company which developed its BreathID® technology platform to improve patient care by providing breath-based tests in the fields of gastroenterology and hepatology and was later acquired by Meridian Bioscience, Inc. (NASDAQ: VIVO). From 2015 to 2018, Mr. Golan served as the Chief Financial Officer of NeuroDerm (NASDAQ: NDRM), a Nasdaq listed clinical-stage pharmaceutical company developing next-generation drug-device combinations for central nervous system disorders, through its initial public offering until its acquisition by Mitsubishi Tanabe Pharma Group Company, and prior thereto he served as their VP Finance. Mr. Golan holds an LLM from Bar Ilan University as well as a BA from The College of Management in Rishon LeZion and is also a licensed CPA.
There are no arrangements or understandings between Mr. Golan and any other persons pursuant to which he was appointed as a director. There are also no family relationships between Mr. Golan and any of the Company’s other directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Golan will receive compensation for his board service as a non-employee director consistent with the Company’s other non-employee directors.
SIGNATURES
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.
| MY SIZE, INC. | ||
| Date: March 10, 2025 | By: | /s/ Ronen Luzon |
| Name: | Ronen Luzon | |
| Title: | Chief Executive Officer | |