Custodian Ventures addresses My Size, Inc.’s latest attempt to strip shareholders of their voting rights and … | Your money
NEW YORK, October 22, 2021 (GLOBE NEWSWIRE) – Custodian Ventures LLC (together with its affiliates, “Custodian Ventures” or “we”), as the largest shareholder of My Size, Inc. (“MYSZ” or the “ “Company”) (NASDAQ: MYSZ) prior to the Company’s recent dilutive transaction, with a stake of approximately 9.99% of the Company’s outstanding shares, today commented on the lawsuit filed by MYSZ on October 20, 2021 to prevent Custodian Ventures from nominating a candidate director and holding a ballot at the Company’s 2021 Annual Meeting of Shareholders (“Annual Meeting”).
As a reminder, on May 12, 2021, Custodian Ventures proposed four highly qualified and independent candidates for election to replace the four members of the board of directors of MYSZ (the “Board”) at the next annual meeting of the Company.
David Lazar, CEO of Custodian Ventures, said:
“The lawsuit brought by MYSZ is without merit and we intend to defend ourselves vigorously. This action appears to be a blatant entrenchment maneuver intended to deprive the corporate custodians of the right to vote and to isolate Ronen Luzon and his allies from the board of directors, who have shown blatant disregard for shareholders and their rights for decades. years. We argue that the current board of directors has irreparably damaged its credibility by arming litigation with the aim of silencing a major shareholder and undermining corporate democracy. We urge shareholders not to be misled by this latest effort by MYSZ to distract shareholders from the reality that this Board:
supervised a company whose share price has fallen 98.7% since MYSZ was listed on the Nasdaq in July 2016; issued nearly 20% of the Company’s then outstanding shares as part of a dilutive transaction in May 2021 which appears to have had no real business objective other than to “buy the vote” before a possible electoral competition with Custodian Ventures by putting the shares in the hands of a Shoshana Zigdon, a former insider whose husband Yitzhak Zigdon was also allegedly closely involved in the business and who at one point had a list from Interpol saying he was wanted by the United States for conspiracy to commit securities fraud, electronic fraud and mail fraud; 1 refused to produce documents proving the legitimacy of the Zigdon transaction and instead used the limited resources of the company to apparently donate carte blanche to the Company’s outside counsel to erect barriers to our legitimate requests for information under Delaware law; 2 and failed to hold the annual meeting within thirteen months of its previous annual meeting and in violation of historical practice and time limit required by law, forcing Custodian Ventures to file a complaint with the State Chancellery Court of Delaware on September 22, 2021 to protect the rights of shareholders and compel MYSZ to quickly hold the annual meeting for the election of directors.3
We believe shareholders should also be alarmed that the board is wasting the company’s limited resources on underhanded efforts to harm corporate custodians and thwart a fair and open election. Fortunately for the shareholders, we will not allow the Board of Directors to use scorched earth litigation and reputational attacks as a way to evade liability and we remain fully committed to providing shareholders with the opportunity to vote. for a change if needed at this year’s Annual Meeting. We are confident that with a reconstituted and independent Board of Directors at the helm, there remains tremendous value that can ultimately be unlocked at MYSZ. “
Please visit www.saratogaproxy.com/mysz/to learn more about Custodian Ventures slate and share your comments.
About Custodian Ventures Custodian Ventures LLC is an investment fund specializing in reverse mergers and other event opportunities. Its CEO, David E. Lazar, brings national and international experience in operations, accounting, audit preparation, due diligence, capital restructuring, debt financing and Mergers and Acquisitions.
Investor contacts: John Ferguson Saratoga Proxy Consulting LLC (212) 257-1311
CERTAIN INFORMATION ABOUT PARTICIPANTS
Custodian Ventures LLC (“Custodian Ventures”), together with the other participants named herein, intend to file a preliminary proxy statement and attached WHTE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly qualified nominees to directors at the 2021 annual meeting of shareholders of My Size, Inc., a Delaware corporation (the “Company”).
CUSTODIAN VENTURES STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY DOCUMENTS as they become available, as they will contain important information. THESE PROXY DOCUMENTS WILL BE AVAILABLE FREE OF CHARGE ON THE SEC WEBSITE AT HTTP://WWW.SEC.GOV. FURTHERMORE, PARTICIPANTS IN THIS SOLICITATION OF PROXY WILL PROVIDE COPIES OF THE PROXY STATEMENT FREE OF CHARGE, WHEN AVAILABLE, ON REQUEST. REQUESTS FOR COPIES MUST BE SENT TO PARTICIPANTS ‘LAWYER.
The participants in the proxy solicitation are expected to be Activist Investing LLC (“Activist Investing”), Custodian Ventures, David E. Lazar, David Aboudi, Patrick Loney and David Natan.
As of the date hereof, Activist Investing directly and beneficially owns 421,553 common shares, with a par value of $ 0.001 per share, of the Company (the “Common Shares”). As of the date hereof, Custodian Ventures directly and beneficially holds 790,300 common shares. As of the date hereof, Mr. Lazar beneficially directly owns 290,200 Common Shares. Mr. Lazar, as the sole member and CEO of each of Activist Investing and Custodian Ventures, may be deemed to be the beneficial owner of the 1,211,853 beneficially owned by Activist Investing and Custodian Ventures. As of the date hereof, none of Messrs. Aboudi, Loney or Natan do not beneficially own common shares.
———————————————————————————————— 1 Haaretz article “What is the connection between a booming Israeli startup and Interpol ? “, Dated August 22, 2015. https://www.haaretz.com/israel-news/business/.premium-what-s-the-connection-between-an-israeli-startup-and-interpol-1.5389568. 2 Application for books and records from Custodian Ventures, dated June 1, 2021. https://www.sec.gov/Archives/edgar/data/1211805/000182912621004700/mysizeinc—ex99-1.htm. 3 Verified complaint from Custodian Ventures, dated September 22, 2021. https://www.sec.gov/Archives/edgar/data/1211805/000182912621010456/mysizeinc—ex99-1.htm.
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