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)) |
| ☐ | 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
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation dated January 6, 2022 |
| 3.2 | Amendment No. 1 to Second Amended and Restated By-Laws |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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 | |
Exhibit 3.1
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: That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth proposed amendments of the Amended and Restated Certificate of Incorporation of said corporation, declaring said amendments to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:
RESOLVED: 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 two hundred and fifty million (250,000,000) 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”).
RESOLVED: The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following new Article ELEVENTH:
ELEVENTH: The Board of Directors shall be divided into three classes, Class I, Class II and Class III, with each class having as equal a number of members as reasonably possible. The initial term of office of the Class I, Class II and Class III directors shall expire at the annual meeting of stockholders of the corporation in 2022, 2023 and 2024, respectively. Upon the effective time of an amendment to the Amended and Restated Certificate of Incorporation of the Corporation setting forth this provision, the directors then in office shall be assigned to Class I, Class II and Class III, respectively, as the Board of Directors shall determine in its sole discretion. Beginning in 2022, at each annual meeting of stockholders of the Corporation, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes by the Board of Directors so as to maintain the number of directors in each class as nearly equal as is reasonably possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director, even though such decrease may result in an inequality of the classes until the expiration of such term. A director shall hold office until the annual meeting of stockholders of the Corporation in the year in which his or her term expires and until his or her successor shall be elected and qualified, subject, however, to prior death, resignation, retirement or removal from office. Except as required by law or the provisions of this Certificate of Incorporation, all vacancies on the Board of Directors and newly-created directorships shall be filled by the Board of Directors. Any director elected to fill a vacancy shall have the same remaining term as that of his or her predecessor.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have signed this Certificate this 6th day of January 2022.
| /s/ Ronen Luzon | |
| Ronen Luzon, CEO |
Exhibit 3.2
AMENDMENT
NO. 1
TO
SECOND AMENDED AND RESTATED BY-LAWS
OF
MY SIZE, INC.
This Amendment No. 1 (this “Amendment”) to the Second Amended and Restated By-laws of My Size, Inc., a Delaware corporation, dated April 18, 2018 (the “By-Laws”), is made as of January 6, 2022 in accordance with adopted in accordance with Section 11.1 of the By-Laws. Capitalized terms used herein and not otherwise herein defined are used as defined in the By-Laws.
1. Section 2.12 of the By-Laws is hereby deleted in its entirety and Section 2.13 of the By-Laws shall hereinafter be referred to as Section 2.12 of the By-Laws.
2. Except as expressly set forth in this Amendment, the By-Laws shall remain in full force and effect, and each reference to the By-Laws shall mean the By-Laws as amended by this Amendment.
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