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): March 23, 2017 (March 21, 2017)
MY SIZE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37370 | N/A | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
3 Arava St., pob 1206, 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)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On March 21, 2017, My Size, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). On March 22, 2017, after the Annual Meeting and in connection with the approval of Proposal 2 (as defined below), the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware.
The Amended and Restated Certificate of Incorporation removed certain provisions relating to Israeli Law, including:
| ● | A provision requiring that notices of shareholder meetings be subject to sections 87 and 89 of the Israeli Companies Law, which prescribe mechanisms under Israeli law for proxy statements and general shareholder meetings. | |
| ● | Provisions relating to “Controlling Stockholders” as defined under the Israeli Companies Law, 1999. | |
| ● | A provision which provides that, in accordance with Section 121(c) of the Israeli Companies Law, 1999, the same person cannot hold the office of Chairman and General Manager unless specifically resolved by the general meeting of shareholders, for period not exceeding three years and under the circumstances provided for therein. | |
| ● | A provision which provides that the Israeli Securities Regulations, 2001 (which provides for the adoption of certain provisions of the Israeli Companies Law), will be applicable to the Company. | |
| ● | A provisions requiring that the Company have an audit committee, and requirements relating thereto. | |
| ● | A provision which provides that Section 194 through 218 of the Israeli Companies Law, 1999, which provide for the filing of derivative actions by shareholders in Israel, will apply to the Company. | |
| ● | Provisions requiring that the Company have an internal auditor, and relating to the role of the internal auditor. | |
| ● | Provisions which provide that section 328-340 of the Israeli Companies Law, 1999, and the Israeli Securities (Purchase Offer) Regulations, 2000, which provide for tender purchase offers of shares and forced sales of shares (or buyouts), will be applicable to the Company. | |
| ● | Provisions requiring mandatory appointment of independent directors. Instead, the Company will apply the customary practice of Delaware companies listed on NASDAQ Capital Market, in accordance with rules, applications and requirements of SEC. |
The preceding discussion is a summary of the key changes effected by the Amended and Restated Certificate of Incorporation, but the summary is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominees were elected. The number of shares of common stock entitled to vote at the Annual Meeting was 17,405,359. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 7,842,777.
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The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal 1: Approval of a change in the Company’s reporting policy such that the Company will report under and in accordance with the provisions of Chapter E’3 of the Israeli Securities Law 1968 (the “ISL”) instead of reporting under the provisions of Chapter F of the ISL.
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 7,698,423 | 144,354 | 0 | 0 | |||||||||||
Proposal 2: Approval of an Amended and Restated Certificate of Incorporation (“Proposal 2”).
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 7,717,777 | 125,000 | 0 | 0 | |||||||||||
Proposal 3: Election of five directors to serve on the Company’s Board of Directors (the “Board”) until the 2018 annual meeting of stockholders or until their successors are elected and qualified.
| Nominee |
Shares
Voted For |
Shares
Abstaining |
Broker
Non-Votes |
|||||||||
| Eli Walles | 7,698,423 | 144,354 | 0 | |||||||||
| Ronen Luzon | 7,698,423 | 144,354 | 0 | |||||||||
| Moshe Gedansky | 7,698,423 | 144,354 | 0 | |||||||||
| Zeev Lavenberg | 7,698,423 | 144,354 | 0 | |||||||||
| Oron Braniztky | 7,698,423 | 144,354 | 0 | |||||||||
Proposal 4: Approval of the My Size, Inc. 2017 Equity Incentive Plan.
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 7,698,423 | 144,354 | 0 | 0 | |||||||||||
Proposal 5: Approval of the My Size, Inc. 2017 Consultant Equity Incentive Plan.
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 7,698,423 | 144,354 | 0 | 0 | |||||||||||
Proposal 6: Revocation of the General Meeting Resolution dated December 29 th 2014 approving the Compensation Plan to Company’s named executive officers.
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 7,698,423 | 144,354 | 0 | 0 | |||||||||||
Proposal 7: An advisory vote on compensation to our named executive officers.
| Shares Voted For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 7,717,777 | 125,000 | 0 | 0 | |||||||||||
Proposal 8: An advisory vote on the frequency of future advisory votes on executive compensation.
| Every 3 Years | Every 2 Years | Every Year | ||||||||
| 7,573,423 | 0 | 269,354 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation |
| 3 |
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: March 23, 2017 | By: | /s/ Ronen Luzon |
| Name: | Ronen Luzon | |
| Title: | Chief Executive Officer | |
4
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
My Size, Inc.
My Size, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
1. The name of the Corporation is My Size, Inc. The Corporation was organized under the name “Topskin Medical, Inc.” on September 20, 1999.
2. The Certificate of Incorporation of the Corporation is hereby amended and restated to read as follows:
FIRST: The name of the Corporation is My Size, Inc. (the “Corporation”).
SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The Corporation is to have perpetual existence.
FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is fifty million 50,000,000 shares of common stock with a par value of $0.001 per share.
SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws of the Corporation.
SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law. No amendment to or repeal of this Article SEVENTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
EIGHTH: The Corporation shall indemnify, to the fullest extent permitted by Section 145 of the General Corporation Law, as amended from time to time, each person that such section grants the Corporation the power to indemnify.
NINTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.
TENTH: Election of directors need not be by written ballot unless the by-laws of the corporation shall so provide.
This Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its chief executive officer this 22nd day of March, 2017.
| By: | /s/ Ronen Luzon | |
| Ronen Luzon | ||
| Chief Executive Officer |
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