UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2022
MY SIZE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37370 | | 51-0394637 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
HaYarden 4, pob 1026,
Airport City, Israel 7010000
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code +972-3-600-9030
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)) |
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| ☐ | 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 |
| Common Stock, $0.001 par value per share | | MYSZ | | Nasdaq Capital Market |
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 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 6, 2022, My Size, Inc. (the “Company”) filed with the Secretary of State of Delaware a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to increase the authorized number of shares of the Company’s common stock from 100,000,000 shares to 250,000,000 shares as previously approved at the 2021 annual meeting of stockholders (the “Annual Meeting”) held on December 30, 2021 and to effect the Classified Board Amendment as described below in Item 5.07. A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.
In addition, effective as of January 6, 2022, the Company amended its Second Amended and Restated By-Laws (the “By-Laws”) by deleting Section 2.12 of the By-Laws in its entirety in order to avoid any confusion as to the requisite vote for stockholder advisory proposals. A copy of Amendment No. 1 to the By-Laws is attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated by reference herein.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 6, 2022, the Company reconvened its Annual Meeting held on December 30, 2021 which had been previously adjourned solely to vote on Proposal 3, a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to classify the board of directors into three classes with staggered three-year terms (the “Classified Board Amendment”). At the originally convened Annual Meeting all other proposals were approved and ratified in accordance with the requisite majorities as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2022. Set forth below are the final voting results of the reconvened Annual Meeting:
Proposal 3. Approval of the Classified Board Amendment.
| For | | | Against | | | Abstain | | | Broker
Non-Votes | |
| 12,010,344 | | | 537,777 | | | 25,126 | | | 3,475,763 | |
Following the filing of the Certificate of Amendment with the Secretary of State of Delaware, members of the Company’s Board of Directors are now classified into three classes with staggered three-year terms (with the exception of the expiration of the initial Class I and Class II directors), as follows:
Class I, comprised of two directors, initially Arik Kaufman and Oren Elmaliah (with their initial terms expiring at our 2022 annual meeting of stockholders and members of such class serving successive three-year terms);
Class II, comprised of two directors, initially Oron Branitzky and Guy Zimmerman (with their initial terms expiring at our 2023 annual meeting of stockholders and members of such class serving successive three-year terms); and
Class III, comprised of two directors, initially Ronen Luzon (with his initial term expiring at our 2024 annual meeting of stockholders and members of such class serving successive three-year terms).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: January 7, 2022 | By: | /s/ Ronen Luzon |
| | Name: | Ronen Luzon |
| | Title: | Chief Executive Officer |
