My Size, Inc. (MYSZ): Other Borja Cembrero Saralegui terminated without cause

Events in this filing

Item 5.02 as filed

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Chief Growth Officer
On
October 22, 2026, the Board of Directors (the “Board”) of My Size, Inc. (the “Company”), upon the recommendation
of the Compensation Committee of the Board (the “Compensation Committee”), approved the removal of Borja Cembrero Saralegui
from his position as the Company’s Chief Growth Officer, effective October 31, 2026 (the “Separation Date”).
Mr.
Cembrero also serves as Executive Director of Naiz Bespoke Technologies, S.L. (“Naiz”), a subsidiary of the Company. Naiz
has separately removed Mr. Cembrero from such position, effective as of the Separation Date, pursuant to the terms of his Executive Director
Agreement with Naiz, dated June 1, 2025 (the “Executive Director Agreement”).
Mr.
Cembrero’s removal was not the result of any disagreement with the Company regarding its operations, policies or practices.
Debt
Acknowledgement and Payment Plan Agreement
In
connection with Mr. Cembrero’s separation, the Company, Naiz and Mr. Cembrero entered into a Debt Acknowledgement and Payment Plan
Agreement, which was approved by the Board, upon the recommendation of the Compensation Committee, on October 22, 2026. The parties also
entered into a confirmation letter dated October 22, 2026 (together with the Debt Acknowledgement and Payment Plan Agreement, the “Separation
Agreement”).
Pursuant
to the Separation Agreement, the Company and Naiz jointly and severally acknowledged an aggregate amount of €433,150.68 (approximately
$486,813) payable to Mr. Cembrero under the Executive Director Agreement. Such amount consists of (i) severance compensation of €228,493.15,
(ii) payment in lieu of notice of €18,904.11, (iii) accrued and unused vacation pay of €5,753.42 and (iv) €180,000.00
in consideration for Mr. Cembrero’s post-termination non-competition covenant for a period of two years, the continued effectiveness
of which is conditioned upon payment of such amount.
The
Separation Agreement provides that €125,000 of the acknowledged amount will be paid in cash in monthly installments from November
2026 through August 2027. The parties have also agreed to negotiate in good faith a payment plan for the remaining €308,150.68,
which may be satisfied in cash, in kind or through a combination thereof, including by the transfer of equity interests in an entity
within the Company’s group. If the parties do not agree on such payment plan, the remaining balance will become due and payable
on August 18, 2027.
Amounts
not paid when due will accrue interest at the applicable Spanish statutory rate, and any payment default will result in acceleration
of all outstanding amounts payable under the Separation Agreement. The Separation Agreement does not include a release of claims. The
parties have agreed to enter into a final settlement agreement following payment in full of all amounts due thereunder.
The
foregoing description of the Separation Agreement is a summary only and is qualified in its entirety by reference to the full text of
the Separation Agreement, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the year ended December
31, 2026.