Current Report Filing (8-k)
February 15 2018 - 4:41PM
Edgar (US Regulatory)
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): February 12, 2018
MY SIZE, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37370
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51-0394637
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3 Arava St., 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 5.07. Submission of Matters to
a Vote of Security Holders.
The 2018 Special Meeting
of Stockholders (the “Special Meeting”) of My Size, Inc. (the “Company”) was held on February 12, 2018
at
the offices of Barnea & Co Law Offices, 58 HaRakevet St., Tel Aviv
6777016, Israel, at 4:00 p.m. local time. At the Special Meeting, a total of
9,911,745
shares,
or
53.85
%
of the Company’s common stock, issued and
outstanding as of the record date for the Special Meeting were represented in person or by proxy. Set forth below is a brief description
of each matter voted upon at the Special Meeting and the voting results with respect to each matter.
1.
Approval
of an amendment to the Company’s 2017 Consultant Equity Incentive Plan to increase the reservation of common stock for issuance
thereunder to 4,500,000 shares from 3,000,000 shares.
The proposal was approved
and the votes were cast as follows:
For
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Against
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Abstain
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9,797,624
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109,177
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4,944
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2. Approval of amendment to the Company’s Amended and
Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the authorized number of shares
of the Company’s common stock from 50,000,000 shares to 100,000,000 shares.
The proposal was approved
and the votes were cast as follows:
For
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Against
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Abstain
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9,764,475
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141,071
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6,199
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3.
Approval of an amendment to the Company’s Certificate of Incorporation to
implement
a reverse stock split of the Company’s outstanding common stock, at a ratio within the range of 1-for-2 to 1-for-10,
at any time prior to December 18, 2018.
The proposal was approved
and the votes were cast as follows:
For
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Against
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Abstain
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9,796,714
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110,756
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4,275
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4. Approval of the
issuance
of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent
to a discount of 20% below the market price of the Company’s common stock.
The proposal was approved
and the votes were cast as follows:
For
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Against
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Abstain
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9,758,177
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146,867
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6,701
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5.
Approval of the
issuance
of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent
to a discount of 15% below the market price of the Company’s common stock.
The proposal was approved
and the votes were cast as follows:
For
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Against
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Abstain
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9,806,725
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99,469
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5,551
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However, because Proposal
4 was also approved, only Proposal 4 shall be deemed to have any effect.
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.
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MY SIZE, INC.
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Date: February 15, 2018
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By:
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/s/ Ronen Luzon
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Name:
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Ronen Luzon
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Title:
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Chief Executive Officer
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2
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