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My Size, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Monday, 4/1/24, at 5:31pm ET   ·   For:  12/31/23   ·   Accession #:  1493152-24-12542   ·   File #:  1-37370

Previous ‘10-K’:  ‘10-K’ on 4/14/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   25 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  My Size, Inc.                     10-K       12/31/23  115:10M                                    M2 Compliance LLC/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.05M 
 2: EX-10.31    Material Contract                                   HTML     58K 
 3: EX-21.1     Subsidiaries List                                   HTML     30K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML     29K 
 8: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     75K 
                Awarded Compensation                                             
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
14: R1          Cover                                               HTML    102K 
15: R2          Consolidated Balance Sheets                         HTML    155K 
16: R3          Consolidated Balance Sheets (Parenthetical)         HTML     39K 
17: R4          Consolidated Statements of Comprehensive Loss       HTML    114K 
18: R5          Consolidated Statements of Shareholders' Equity     HTML     76K 
19: R6          Consolidated Statements of Shareholders' Equity     HTML     30K 
                (Parenthetical)                                                  
20: R7          Consolidated Statements of Cash Flows               HTML    114K 
21: R8          Pay vs Performance Disclosure                       HTML     41K 
22: R9          Insider Trading Arrangements                        HTML     32K 
23: R10         General                                             HTML     49K 
24: R11         Significant Accounting Policies                     HTML    119K 
25: R12         Cash and Cash Equivalents                           HTML     38K 
26: R13         Other Receivables and Prepaid Expenses              HTML     38K 
27: R14         Property and Equipment, Net                         HTML     89K 
28: R15         Leases                                              HTML     43K 
29: R16         Goodwill and other Intangible assets                HTML    103K 
30: R17         Investment in JV                                    HTML     34K 
31: R18         Financial Liabilities                               HTML     43K 
32: R19         Related Party Transactions                          HTML     52K 
33: R20         Financial Instruments                               HTML     51K 
34: R21         Taxes on Income                                     HTML     87K 
35: R22         Shareholders? Equity                                HTML     79K 
36: R23         Stock Based Compensation                            HTML    133K 
37: R24         Contingencies and Commitments                       HTML     39K 
38: R25         Business Combinations                               HTML    103K 
39: R26         Operating Segments                                  HTML     65K 
40: R27         Sales and Marketing                                 HTML     41K 
41: R28         General and Administrative Expenses                 HTML     43K 
42: R29         Financial Income (Expense), Net                     HTML     46K 
43: R30         Significant Events During the Reporting Period      HTML     38K 
44: R31         Events Subsequent to the Balance Sheet Date         HTML     37K 
45: R32         Significant Accounting Policies (Policies)          HTML    177K 
46: R33         Significant Accounting Policies (Tables)            HTML     42K 
47: R34         Cash and Cash Equivalents (Tables)                  HTML     36K 
48: R35         Other Receivables and Prepaid Expenses (Tables)     HTML     37K 
49: R36         Property and Equipment, Net (Tables)                HTML     86K 
50: R37         Leases (Tables)                                     HTML     35K 
51: R38         Goodwill and other Intangible assets (Tables)       HTML    104K 
52: R39         Financial Liabilities (Tables)                      HTML     38K 
53: R40         Related Party Transactions (Tables)                 HTML     49K 
54: R41         Financial Instruments (Tables)                      HTML     45K 
55: R42         Taxes on Income (Tables)                            HTML     77K 
56: R43         Shareholders? Equity (Tables)                       HTML     49K 
57: R44         Stock Based Compensation (Tables)                   HTML     99K 
58: R45         Business Combinations (Tables)                      HTML     73K 
59: R46         Operating Segments (Tables)                         HTML     60K 
60: R47         Sales and Marketing (Tables)                        HTML     40K 
61: R48         General and Administrative Expenses (Tables)        HTML     41K 
62: R49         Financial Income (Expense), Net (Tables)            HTML     44K 
63: R50         General (Details Narrative)                         HTML     33K 
64: R51         Schedule of Property and Equipment Annual Rate      HTML     41K 
                (Details)                                                        
65: R52         Schedule of Intangible Assets Estimated Useful      HTML     39K 
                Lives (Details)                                                  
66: R53         Significant Accounting Policies (Details            HTML     44K 
                Narrative)                                                       
67: R54         Schedule of Cash and Cash Equivalent Balance        HTML     38K 
                (Details)                                                        
68: R55         Schedule of Other Receivables and Prepaid Expenses  HTML     43K 
                (Details)                                                        
69: R56         Schedule of Property and Equipment, Net (Details)   HTML     64K 
70: R57         Schedule of Maturities of Lease Liabilities         HTML     39K 
                (Details)                                                        
71: R58         Leases (Details Narrative)                          HTML     54K 
72: R59         Schedule of Goodwill and Intangible Assets          HTML     66K 
                (Details)                                                        
73: R60         Schedule of Amortization Expenses Intangible        HTML     41K 
                Assets (Details)                                                 
74: R61         Schedule of Future Amortization Expenses (Details)  HTML     44K 
75: R62         Schedule of Goodwill (Details)                      HTML     48K 
76: R63         Schedule of Estimated Fair Value (Details)          HTML     44K 
77: R64         Goodwill and other Intangible assets (Details       HTML     35K 
                Narrative)                                                       
78: R65         Schedule of Financial Liability Maturities          HTML     48K 
                (Details)                                                        
79: R66         Investment in JV (Details Narrative)                HTML     38K 
80: R67         Financial Liabilities (Details Narrative)           HTML     41K 
81: R68         Schedule of Related Party Payables (Details)        HTML     44K 
82: R69         Schedule of Related Parties Benefits (Details)      HTML     42K 
83: R70         Schedule of Assets and Liabilities Measured at      HTML     44K 
                Fair Value on Recurring Basis (Details)                          
84: R71         Financial Instruments (Details Narrative)           HTML     33K 
85: R72         Schedule of Tax Rates Relevant to the Company's     HTML     35K 
                Israeli Subsidiary (Details)                                     
86: R73         Schedule of Components of Loss From Continuing      HTML     39K 
                Operations, Before Income Taxes (Details)                        
87: R74         Schedule of Deferred Tax Assets (Details)           HTML     53K 
88: R75         Schedule of Reconciliation of Valuation Allowance   HTML     37K 
                (Details)                                                        
89: R76         Schedule of Components of Income Tax Expenses       HTML     54K 
                Benefits (Details)                                               
90: R77         Taxes on Income (Details Narrative)                 HTML     38K 
91: R78         Schedule of Warrant Activity (Details)              HTML     52K 
92: R79         Shareholders? Equity (Details Narrative)            HTML    118K 
93: R80         Schedule of Stock Based Compensation Expenses       HTML     46K 
                (Details)                                                        
94: R81         Schedule of Options Granted to Consultants          HTML     51K 
                (Details)                                                        
95: R82         Schedule of Fair Value Assumptions of Stock         HTML     44K 
                Options (Details)                                                
96: R83         Schedule of Shares Option Activity (Details)        HTML     55K 
97: R84         Stock Based Compensation (Details Narrative)        HTML    152K 
98: R85         Contingencies and Commitments (Details Narrative)   HTML     31K 
99: R86         Schedule of Fair Value of the Acquisition           HTML     42K 
                (Details)                                                        
100: R87         Schedule of Fair Value of the Acquisition           HTML     35K  
                (Details) (Parenthetical)                                        
101: R88         Schedule of Fair Value of Assets Acquired and       HTML     78K  
                Liabilities (Details)                                            
102: R89         Business Combinations (Details Narrative)           HTML     93K  
103: R90         Schedule of Reportable Operating Segments           HTML     75K  
                (Details)                                                        
104: R91         Schedule of Consolidated Assets (Details)           HTML     37K  
105: R92         Operating Segments (Details Narrative)              HTML     32K  
106: R93         Schedule of Sales and Marketing (Details)           HTML     43K  
107: R94         Schedule of General and Administrative Expenses     HTML     46K  
                (Details)                                                        
108: R95         Schedule of Financial Income (Expenses), Net        HTML     45K  
                (Details)                                                        
109: R96         Significant Events During the Reporting Period      HTML     43K  
                (Details Narrative)                                              
110: R97         Events Subsequent to the Balance Sheet Date         HTML     51K  
                (Details Narrative)                                              
112: XML         IDEA XML File -- Filing Summary                      XML    207K  
115: XML         XBRL Instance -- form10-k_htm                        XML   2.17M  
111: EXCEL       IDEA Workbook of Financial Report Info              XLSX    198K  
10: EX-101.CAL  XBRL Calculations -- mysz-20231231_cal               XML    250K 
11: EX-101.DEF  XBRL Definitions -- mysz-20231231_def                XML    756K 
12: EX-101.LAB  XBRL Labels -- mysz-20231231_lab                     XML   1.50M 
13: EX-101.PRE  XBRL Presentations -- mysz-20231231_pre              XML   1.17M 
 9: EX-101.SCH  XBRL Schema -- mysz-20231231                         XSD    234K 
113: JSON        XBRL Instance as JSON Data -- MetaLinks              608±   863K  
114: ZIP         XBRL Zipped Folder -- 0001493152-24-012542-xbrl      Zip    701K  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 97.1

 

My Size, Inc.

Executive Officer Clawback Policy

 

 

I. Purpose

 

This Executive Officer Clawback Policy describes the circumstances under which Covered Persons of My Size, Inc. and any of its direct or indirect subsidiaries (the “Company”) will be required to repay or return Erroneously-Awarded Compensation to the Company.

 

This Policy and any terms used in this Policy shall be construed in accordance with any SEC regulations promulgated to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including without limitation Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended, and the rules adopted by Nasdaq.

 

Each Covered Person of the Company shall sign an Acknowledgement and Agreement to the Clawback Policy in the form attached hereto as Exhibit A as a condition to his or her participation in any of the Company’s incentive-based compensation programs; provided that this Policy shall apply to each Covered Person irrespective of whether such Covered Person shall have failed, for any reason, to have executed such Acknowledgement and Agreement.

 

II. Definitions

 

For purposes of this Policy, the following capitalized terms shall have the respective meanings set forth below:

 

(a) Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). Notwithstanding the foregoing, none of the following changes to the Company’s financial statements represent error corrections and shall not be deemed an Accounting Restatement: (a) retrospective application of a change in accounting principle; (b) retrospective revision to reportable segment information due to a change in the structure of the Company’s internal organization; (c) retrospective reclassification due to a discontinued operation; (d) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; and (e) retrospective revision for share splits, reverse share splits, share dividends or other changes in capital structure.
   
(b) Board” shall mean the Board of Directors of the Company.
   
(c) Clawback-Eligible Incentive Compensation” shall mean, in connection with an Accounting Restatement, any Incentive-Based Compensation Received by a Covered Person (regardless of whether such Covered Person was serving at the time that Erroneously-Awarded Compensation is required to be repaid) (i) on or after the Nasdaq Effective Date, (ii) after beginning service as a Covered Person, (iii) while the Company has a class of securities listed on a national securities exchange or national securities association and (iv) during the Clawback Period.

 

1
 

 

(d) Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
   
(e) Committee” shall mean the Compensation Committee of the Board.
   
(f) Covered Person” shall mean any person who is, or was at any time, during the Clawback Period, an Executive Officer of the Company. For the avoidance of doubt, Covered Person may include a former Executive Officer that left the Company, retired or transitioned to an employee non-Executive Officer role (including after serving as an Executive Officer in an interim capacity) during the Clawback Period, and this Policy applies regardless of whether the Covered Person was at fault for an accounting error or other action that resulted in, or contributed to, the Accounting Restatement.
   
(g) Erroneously-Awarded Compensation” shall mean the amount of Clawback-Eligible Incentive Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts. This amount must be computed without regard to any taxes paid.
   
(h) Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company. For the sake of clarity, at a minimum, all persons who would be executive officers pursuant to Rule 401(b) under Regulation S-K shall be deemed “Executive Officers”.
   
(i) Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures, including, without limitation, measures that are “non-GAAP financial measures” for purposes of Exchange Act Regulation G and Item 10(e) of Regulation S-K, as well other measures, metrics and ratios that are not non- GAAP measures. For purposes of this Policy, Financial Reporting Measures shall include stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return). A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a Company filing with the SEC.
   
(j) Incentive-Based Compensation” shall have the meaning set forth in Section III below.
   
(k) Nasdaq” shall mean The Nasdaq Stock Market.
   
(l) Nasdaq Effective Date” shall mean October 2, 2023.
   
(m) Policy” shall mean this Executive Officer Clawback Policy, as the same may be amended and/or restated from time to time.
   
(n) Received” shall mean Incentive-Based Compensation received, or deemed to be received, in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation is attained, even if the payment or grant occurs after the fiscal period.
   
(o) Repayment Agreement” shall have the meaning set forth in Section V below.

 

2
 

 

(p) Restatement Date” shall mean the earlier of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
   
(q) SARs” shall mean stock appreciation rights.
   
(r) SEC” shall mean the U.S. Securities and Exchange Commission.

 

III. Incentive-Based Compensation

 

“Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested wholly or in part upon the attainment of a Financial Reporting Measure.

 

For purposes of this Policy, specific examples of Incentive-Based Compensation include, but are not limited to:

 

  Non-equity incentive plan awards that are earned based, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal;
  Bonuses paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal;
  Other cash awards based on satisfaction of a Financial Reporting Measure performance goal;
  Restricted stock, restricted stock units, performance share units, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal; and
  Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal.

 

For purposes of this Policy, Incentive-Based Compensation excludes:

 

Any base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal);
Bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal;
Bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period;
Non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and
Equity awards that vest solely based on the passage of time and/or satisfaction of one or more non-Financial Reporting Measures.

 

IV. Determination and Calculation of Erroneously-Awarded Compensation

 

In the event of an Accounting Restatement, the Committee shall promptly determine the amount of any Erroneously-Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall promptly thereafter provide each Executive Officer with a written notice containing the amount of Erroneously-Awarded Compensation and a demand for repayment, forfeiture or return thereof, as applicable.

 

3
 

 

(a) Cash Awards. With respect to cash awards, the Erroneously-Awarded Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was Received and the amount that should have been Received applying the restated Financial Reporting Measure.
   
(b) Cash Awards Paid From Bonus Pools. With respect to cash awards paid from bonus pools, the Erroneously-Awarded Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.
   
(c) Equity Awards. With respect to equity awards, if the shares, options, SARs or other equity awards are still held at the time of recovery, the Erroneously-Awarded Compensation is the number of such securities Received in excess of the number that should have been received applying the restated Financial Reporting Measure (or the value in excess of that number). If the options, SARs or other equity awards have been exercised, vested, settled or otherwise converted into underlying shares, but the underlying shares have not been sold, the Erroneously-Awarded Compensation is the number of shares underlying the excess options or SARs (or the value thereof). If the underlying shares have already been sold, the Erroneously-Awarded Compensation is the higher of the value of the stock upon vesting, exercise or sale.
   
(d) Compensation Based on Stock Price or Total Shareholder Return. For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return, where the amount of Erroneously-Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received (in which case, the Committee shall maintain documentation of such determination of that reasonable estimate and provide such documentation to Nasdaq in accordance with applicable listing standards).

 

V. Recovery of Erroneously-Awarded Compensation

 

Once the Committee has determined the amount of Erroneously-Awarded Compensation recoverable from the applicable Covered Person, the Committee shall take all necessary actions to recover the Erroneously-Awarded Compensation. Unless otherwise determined by the Committee, the Committee shall pursue the recovery of Erroneously-Awarded Compensation in accordance with the below:

 

(a) Cash Awards. With respect to cash awards, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) reasonably promptly following the Restatement Date or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Committee, the Company shall countersign such Repayment Agreement.
   
(b) Unvested Equity Awards. With respect to those equity awards that have not yet vested, the Committee shall take all necessary action to cancel, or otherwise cause to be forfeited, the awards in the amount of the Erroneously-Awarded Compensation.
   
(c) Vested Equity Awards. With respect to those equity awards that have vested and the underlying shares have not been sold, the Committee shall take all necessary action to cause the Covered Person to deliver and surrender the underlying shares in the amount of the Erroneously-Awarded Compensation.

 

4
 

 

In the event that the Covered Person has sold the underlying shares, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) reasonably promptly following the Restatement Date or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Committee, the Company shall countersign such Repayment Agreement.

 

(d) Repayment Agreement. “Repayment Agreement” shall mean an agreement (in a form reasonably acceptable to the Committee) with the Covered Person for the repayment of the Erroneously-Awarded Compensation as promptly as possible without unreasonable economic hardship to the Covered Person.
   
(e) Effect of Non-Repayment. To the extent that a Covered Person fails to repay all Erroneously-Awarded Compensation to the Company when due (as determined in accordance with this Policy), the Company shall, or shall cause one or more other members of the Company to, take all actions reasonable and appropriate to recover such Erroneously-Awarded Compensation from the applicable Covered Person. Unless otherwise determined by the Committee in its discretion, the applicable Covered Person shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously-Awarded Compensation in accordance with the immediately preceding sentence.

 

The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously-Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. However, in no event may the Company accept an amount that is less than the amount of Erroneously-Awarded Compensation in satisfaction of a Covered Person’s obligations hereunder.

 

VI. Discretionary Recovery

 

Notwithstanding anything herein to the contrary, the Company shall not be required to take action to recover Erroneously-Awarded Compensation if any one of the following conditions are met and the Committee determines that recovery would be impracticable:

 

(i) The direct expenses paid to a third party to assist in enforcing this Policy against a Covered Person would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously-Awarded Compensation, documented such attempts and provided such documentation to Nasdaq;
   
(ii) Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously-Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or
   
(iii) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

 

5
 

 

VII. Reporting and Disclosure Requirements

 

The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable filings required to be made with the SEC.

 

VIII. Effective Date

 

This Policy shall apply to any Incentive-Based Compensation Received on or after the Nasdaq Effective Date.

 

IX. No Indemnification

 

The Company shall not indemnify any Covered Person against the loss of Erroneously-Awarded Compensation and shall not pay, or reimburse any Covered Persons for premiums, for any insurance policy to fund such Covered Person’s potential recovery obligations.

 

X. Administration

 

The Committee has the sole discretion to administer this Policy and ensure compliance with Nasdaq Rules and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. Actions of the Committee pursuant to this Policy shall be taken by the vote of a majority of its members. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final, binding and conclusive.

 

XI. Amendment; Termination

 

The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rule or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this Section XI to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule, or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed.

 

XII. Other Recoupment Rights; No Additional Payments

 

The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement or any other agreement entered into on or after the Adoption Date shall, as a condition to the grant of any benefit thereunder, require a Covered Person to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other rights under applicable law, regulation or rule or pursuant to any similar policy in any employment agreement, equity plan, compensation policy, equity award agreement or similar arrangement and any other legal remedies available to the Company. However, this Policy shall not provide for recovery of Incentive-Based Compensation that the Company has already recovered pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations.

 

XIII. Successors

 

This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.

 

6
 

 

Exhibit A

 

ACKNOWLEDGEMENT AND AGREEMENT

TO THE

EXECUTIVE OFFICER CLAWBACK POLICY

OF

MY SIZE, INC.

 

By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of My Size, Inc. Executive Officer Clawback Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.

 

By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously-Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.

 

   
  Signature
   
  Name
   
  Date

 

7


Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:4/1/24None on these Dates
For Period end:12/31/23
10/2/23
11/28/22
 List all Filings 


25 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/24/23  My Size, Inc.                     DEF 14A    11/24/23    1:1.2M                                   M2 Compliance LLC/FA
 8/25/23  My Size, Inc.                     8-K:1,3,9   8/24/23   13:630K                                   M2 Compliance LLC/FA
 4/14/23  My Size, Inc.                     10-K       12/31/22  108:10M                                    M2 Compliance LLC/FA
 1/12/23  My Size, Inc.                     8-K:1,3,8,9 1/10/23   19:1.6M                                   M2 Compliance LLC/FA
12/07/22  My Size, Inc.                     8-K:3,5,8,912/07/22   12:277K                                   M2 Compliance LLC/FA
11/14/22  My Size, Inc.                     10-Q        9/30/22   54:3.5M                                   M2 Compliance LLC/FA
11/04/22  My Size, Inc.                     DEF 14A    11/04/22    1:1.6M                                   M2 Compliance LLC/FA
10/12/22  My Size, Inc.                     8-K:1,2,3,710/07/22   14:857K                                   M2 Compliance LLC/FA
 2/08/22  My Size, Inc.                     8-K:1,2,3,7 2/07/22   12:443K                                   M2 Compliance LLC/FA
 1/07/22  My Size, Inc.                     8-K:5,9     1/06/22   12:231K                                   M2 Compliance LLC/FA
11/12/21  My Size, Inc.                     S-1                    4:492K                                   M2 Compliance LLC/FA
10/28/21  My Size, Inc.                     8-K:1,3,8,910/26/21   17:1.3M                                   M2 Compliance LLC/FA
 8/16/21  My Size, Inc.                     10-Q        6/30/21   39:2.6M                                   M2 Compliance LLC/FA
 5/05/20  My Size, Inc.                     S-1/A                  7:890K                                   EdgarAgents LLC/FA
 3/19/20  My Size, Inc.                     10-K       12/31/19   88:5.7M                                   EdgarAgents LLC/FA
 1/17/20  My Size, Inc.                     8-K:1,3,8,9 1/15/20    6:528K                                   EdgarAgents LLC/FA
11/18/19  My Size, Inc.                     8-K:3,5,8,911/15/19    3:84K                                    EdgarAgents LLC/FA
 3/27/19  My Size, Inc.                     10-K       12/31/18   81:6.6M                                   EdgarAgents LLC/FA
11/19/18  My Size, Inc.                     10-Q        9/30/18   42:2.2M                                   EdgarAgents LLC/FA
 4/24/18  My Size, Inc.                     8-K:5,9     4/18/18    2:189K                                   EdgarAgents LLC/FA
 2/20/18  My Size, Inc.                     8-K:5,9     2/15/18    2:82K                                    EdgarAgents LLC/FA
 3/23/17  My Size, Inc.                     8-K:5,9     3/21/17    2:65K                                    EdgarAgents LLC/FA
 3/02/17  My Size, Inc.                     DEF 14A     3/21/17    1:908K                                   EdgarAgents LLC/FA
11/14/16  My Size, Inc.                     S-3/A                  3:751K                                   EdgarAgents LLC/FA
 3/04/16  My Size, Inc.                     10-K       12/31/15   64:20M                                    EdgarAgents LLC/FA
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