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): August 5, 2019

 

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.)

 

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):

 

☐ 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))

 

 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On August 5, 2019, My Size, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”) for the following purposes: (1) to elect four directors, (2) to grant discretionary authority to the Company’s board of directors with respect to a reverse stock split, and (3) to ratify the appointment of the Company’s auditors.  A total of 19,928,406 shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominees were elected.

 

Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and the final voting results on each such matter.

 

Proposal 1.  Election of four directors to serve on the Company’s board of directors until the 2020 annual meeting of stockholders or until their successors are elected and qualified:

 

Nominee   For   Withheld   Broker
Non-Votes
Ronen Luzon   11,659,239   713,124   7,556,043
Arik Kaufman   11,905,777   466,586   7,556,043
Oren Elmaliah   11,801,815   570,548   7,556,043
Oron Braniztky   11,849,032   523,331   7,556,043

 

Proposal 2.  Grant discretionary authority to the Company’s board of directors to (A) amend the Certificate of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock of the Company pursuant to which the shares of common stock would be combined and reclassified into one (1) share of common stock at a ratio within the range from 1-for-2 up to 1-for-30 (the “Reverse Stock Split”), and (B) determine whether to arrange for the disposition of fractional interests by stockholders entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle stockholders to receive from the Company's transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-30, and (Y) any Reverse Stock Split is completed no later than August 5, 2020:

 

For   Against   Abstain
15,716,239   3,220,790   991,377

 

Proposal 3.  Ratify the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December 31, 2019:

 

For   Against   Abstain
19,263,852   327,017   337,537

 

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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: August 8, 2019 By: /s/ Ronen Luzon
  Name:  Ronen Luzon
  Title: Chief Executive Officer

 

 

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