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) |
| 62844N208 |
| (CUSIP Number) |
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).
| Page 2 |
SCHEDULE 13D
| CUSIP No. | 62844N208 |
| 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. |
| Page 3 |
| CUSIP No. | 62844N208 |
| 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. |
| Page 4 |
| 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: |
| i. | Ronen Luzon; and |
| ii. | Billy Pardo. |
| (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.
| Page 5 |
| 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. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| 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 |
| Exhibit A | Joint Filing Agreement, dated as of October 31, 2022 |
| Page 6 |
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 |
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 |