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 15, 2018
MY
SIZE, INC.
(Exact
name of registrant as specified in its charter)
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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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☐
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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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 15, 2018, My Size, Inc. filed an amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation
to increase its authorized common stock from 50,000,000 shares to 100,000,000 shares.
A
copy of the Amendment, as filed with the Secretary of the State of Delaware, is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
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.
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MY
SIZE, INC.
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Date: February
20, 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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Exhibit
3.1
The First State
I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF “MY SIZE, INC.”, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF FEBRUARY, A.D. 2018,
AT 3:06 O’ CLOCK P.M.
A
FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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/s/ Jeffrey W. Bullock
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Jeffrey W. Bullock, Secretary of State
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3099545
8100
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Authentication:
202161860
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SR#
20181034853
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Date:
02-15-18
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You
may verify this certificate online at corp.delaware.gov/authver.shtml
State
of Delaware
Secretary of State
Division of Corporations
Delivered 03:06 PM 02/15/2018
FILED 03:06 PM 02/15/2018
SR 20181034853 - File Number 3099545
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Certificate
of Amendment
of
Amended and Restated Certificate
of Incorporation
of
My Size, Inc.
Under
Section 242 of the Delaware General Corporation Law
My Size, Inc., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”) hereby certifies as follows:
FIRST:
The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by replacing FIFTH in its entirety
with the following:
FIFTH:
The total number of shares of stock which the Corporation shall have authority to issue is one hundred million (100,000,000) shares
of common stock with a par value of $0.001 per share (the “Common Stock”). The Common Stock may be issued from time
to time without action by the stockholders. The Common Stock may be issued for consideration as may be fixed by the Corporation’s
Board of Directors (the “Board of Directors”).
SECOND:
The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law
of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.
IN
WITNESS WHEREOF, I have signed this Certificate this 15th day of February, 2018.
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/s/ Ronen Luzon
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Ronen Luzon, CEO
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-1-