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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): December 7, 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 3.03
|
Material Modification
to Rights of Security Holders. |
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
| Item 5.02
|
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As
further described in Item 5.07 below, on December 7, 2022, at the 2022 annual meeting of stockholders (the “Annual Meeting”)
of My Size, Inc. (the “Company”) the Company’s stockholders approved an amendment to the My Size, Inc. 2017 Equity
Incentive Plan (“2017 Plan”) to increase the shares reserved for issuance under the 2017 Plan from 5,770,000 to 7,225,000
shares (the “2017 Plan Amendment”). The 2017 Plan Amendment was previously adopted by the Company’s board of directors
(the “Board”) subject to stockholder approval. The 2017 Plan and the 2017 Plan Amendment are described in greater
detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (“SEC”)
on November 4, 2022 (the “Proxy Statement”), under the caption “Approval of an Amendment to the My Size, Inc. 2017
Equity Incentive Plan to Increase the Reservation of Common Stock for Issuance Thereunder to 7,225,00 Shares From 5,770,000 Shares,”
which disclosure is incorporated herein by reference. The description of the 2017 Plan as amended by the 2017 Plan Amendment contained
in the Proxy Statement is qualified in its entirety by reference to the full text of the 2017 Plan as amended by the 2017 Plan Amendment,
which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
As
further described in Item 5.07 below, on December 7, 2022, the Company held its Annual Meeting. At the Annual Meeting, the stockholders
approved, among other things, a proposal to grant discretionary authority to the Board, to (A) amend the Amended And Restated
Certificate of Incorporation of the Company (the “Certificate of Incorporation”) 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-10 up to 1-for-30 (the “Proposed 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) the Company shall not effect Proposed Reverse Stock
Splits that, in the aggregate, exceeds 1-for-30, and (Y) any Reverse Stock Split is completed no later than December 7, 2023.
On
December 7, 2022, the Board approved a 1-for-25 reverse stock split of the Company’s issued and outstanding shares of common stock
(the “Reverse Stock Split”), and on the same day, the Company filed with the Secretary of State of the State of Delaware
a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock
Split, which will become effective as of 5:00 p.m. Eastern Time on December 8, 2022. The Company’s common stock will begin trading
on a split-adjusted basis when the market opens on December 9, 2022 on the Nasdaq Capital Market and on December 11, 2022 on the Tel
Aviv Stock Exchange.
When
the Reverse Stock Split becomes effective, every 25 shares of the Company’s issued and outstanding common stock will automatically
be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will
be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling
the holders to purchase common stock. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock
Split will be rounded up to the next whole number.
The
Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “MYSZ.” The new CUSIP number
for common stock following the Reverse Stock Split will be 62844N 307.
VStock
Transfer, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For
more information about the Reverse Stock Split, see the Company’s Proxy Statement filed with the SEC on November
4, 2022, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment is attached as Exhibit
3.1 hereto and incorporated herein by reference.
| Item 5.07 |
Submission of Matters
to a Vote of Security Holders. |
On
December 7, 2022, the Company held its Annual Meeting for the following purposes: (1) to elect
two Class I directors, (2) to grant discretionary authority to the Company’s Board with respect to a reverse stock
split, (3) to approve an amendment to the 2017 Plan to increase the reservation of common
stock for issuance thereunder to 7,225,000 shares from 5,770,000 shares, and (4) to ratify
the appointment of Somekh Chaikin as the Company’s independent public accountant for the fiscal year ending December 31, 2022.
A total of 19,887,046 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 two Class I directors to serve on the Company’s Board for a term of three years or until their successors
are elected and qualified:
| Nominee | |
For | | |
Withheld | | |
Broker Non-Votes | |
| Arik Kaufman | |
| 13,690,324 | | |
| 826,010 | | |
| 5,370,712 | |
| Oren Elmaliah | |
| 13,737,737 | | |
| 778,597 | | |
| 5,370,712 | |
Proposal
2. Grant discretionary authority to the Company’s Board to (A) amend the Amended and Restated Certificate of
Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of the Company’s
common stock 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-10 up to 1-for-30 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 we 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 December
7, 2023 (the “Reverse Stock Split Proposal”):
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 18,751,686 | | |
1,120,196 | | |
15,164 | | |
0 | |
Proposal
3. Approval of an amendment to the My Size 2017 Equity Incentive Plan to increase the reservation of common stock for issuance thereunder
to 7,225,000 shares from 5,700,000 shares:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 13,208,736 | | |
1,298,094 | | |
9,504 | | |
5,370,712 | |
Proposal
4. Ratification of the appointment of Somekh Chaikin as the Company’s independent public accountant for the fiscal year ending
December 31, 2022:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 19,204,804 | | |
621,914 | | |
60,328 | | |
0 | |
Proposal
5. Approval of a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of
the Reverse Stock Split Proposal;:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 18,746,455 | | |
1,068,601 | | |
71,990 | | |
0 | |
On
December 7, 2022, the Company announced that the Board approved a one-for-twenty-five reverse stock split of its common stock that is
scheduled to become effective after trading closes on December 8, 2022.
A
copy of the press release announcing these events is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated
by reference herein.
| 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.
| |
MY SIZE, INC. |
| |
|
|
| Date: December 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:
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”).
The
foregoing amendment shall be effective as of 5:00 p.m., New York City time on December 8, 2022 (the “Effective Time”), every
twenty-five (25) shares of the Corporation’s Common Stock (the “Old Common Stock”), issued and outstanding immediately
prior to the Effective Time, will be automatically reclassified as and converted into one (1) share of common stock, par value $0.001
per share, of the Corporation (the “New Common Stock”) (such formula herein, the “Determined Ratio”). Further,
every right, option and warrant to acquire shares of Old Common Stock outstanding immediately prior to the Effective Time shall, as of
the Effective Time and without any further action, automatically be reclassified into the right to acquire one (1) share of New Common
Stock based on the Determined Ratio of shares of Old Common Stock to shares of New Common Stock, but otherwise upon the terms of such
right, option or warrant (except that the exercise or purchase price of such right, option or warrant shall be proportionately adjusted).
Notwithstanding
the immediately preceding paragraph, the Corporation shall not be required to issue or deliver any fractional shares of New Common Stock.
At the Effective Time any such fractional interest in such shares of New Common Stock shall be rounded up to the next whole share. Shares
of Common Stock that were outstanding prior to the Effective Time and that are not outstanding after the Effective Time shall resume
the status of authorized but unissued shares of Common Stock.
Each
stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective
Time, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate
shall have been reclassified (as well as the right to receive whole shares in lieu of any fractional shares of New Common Stock as set
forth above); provided, however, that each holder of record of a certificate that represented shares of Old Common Stock shall receive,
upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares
of Old Common Stock represented by such certificate shall have been reclassified, as well as any whole share in lieu of fractional shares
of New Common Stock to which such holder may be entitled pursuant to the immediately preceding paragraph.
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 7th day of December 2022.
| |
MY
SIZE, INC. |
| |
|
|
| |
By: |
/s/
Ronen Luzon |
| |
Name: |
Ronen
Luzon |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
My
Size Announces Reverse Stock Split
AIRPORT
CITY, Israel – December 7, 2022 – MySize, Inc. (NASDAQ: MYSZ) (TASE: MYSZ.TA) (“MySize” or the “Company”),
an omnichannel e-commerce platform and provider of AI-driven measurement solutions to drive revenue growth and reduce costs for its business
clients, announced that its Board of Directors has approved a one-for-twenty-five reverse stock split of its common stock that is scheduled
to become effective after trading closes on December 8, 2022. Beginning on December 9, 2022, the Company’s common stock will trade
on the Nasdaq Capital Market on a split adjusted basis under a new CUSIP number 62844N 307. The Company’s common stock will continue
to trade on the Nasdaq Capital Market under the symbol “MYSZ.” As previously disclosed, at the MySize Annual Meeting of Stockholders
held on December 7, 2022, the Company’s stockholders approved a proposal authorizing the Company’s Board of Directors, among
other things, to effect a reverse stock split at a ratio in the range of 1-for-10 to 1-for-30 in order to increase the per share price
and bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the
common stock more attractive to certain institutional investors, which would provide for a stronger investor base.
Upon
effectiveness of the reverse stock split, every 25 shares of the Company’s outstanding common stock will be converted to one share
of common stock. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable
upon the exercise of all outstanding options and warrants entitling the holders to purchase common stock.
The
reverse stock split will not affect any stockholder’s ownership percentage of the Company’s common stock, except to the extent
that the reverse stock split would result in any stockholder owning a fractional share. Fractional shares of common stock will be rounded
up to the nearest whole share. The number of authorized shares of the Company’s common stock will not change, while the number
of outstanding shares will be reduced from approximately 36 million to approximately 1.5 million.
Registered
stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any
action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company’s transfer
agent, VStock Transfer, LLC, will send instructions for exchanging those certificates for new certificates representing the post-split
number of shares. VStock Transfer, LLC can be reached at (212) 828-8436.
Additional
information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on November 4, 2022, a copy of which is also available at www.sec.gov or at https://www.mysizeid.com/ under the SEC
Filings tab located on the Investor Relations page.
About
My Size, Inc.
MySize,
Inc. (NASDAQ: MYSZ) (TASE: MYSZ.TA) is an omnichannel e-commerce platform and provider of AI-driven measurement solutions including MySizeID
and recently acquired Naiz Fit to drive revenue growth and reduce costs for its business clients. Orgad, its online retailer platform,
has expertise in e-commerce, supply chain, and technology operating as a third-party seller on Amazon.com and other sites. MySize recently
launched FirstLook Smart Mirror, a mirror-like touch display that provides in-store customers an enhanced shopping experience and contactless
checkout. FirstLook Smart Mirror extends MySize’s reach into physical stores and is expected to contribute to revenues through
unit sales and recurring service fees.
MySize
has developed a unique measurement technology based on sophisticated algorithms and cutting-edge technology with broad applications,
including the apparel, e-commerce, DIY, shipping, and parcel delivery industries. This proprietary measurement technology is driven by
several algorithms that are able to calculate and record measurements in a variety of novel ways. To learn more about MySize, please
visit our website: www.mysizeid.com.
We
routinely post information that may be important to investors in the Investor Relations section of our website. Follow us on Facebook,
LinkedIn, Instagram, and Twitter.
Please
click here for a demonstration of how MySizeID provides a full sizing solution for the retail industry.
Register
here for the MySizeID solution for your online store and here for the Naiz Fiz solution.
To
learn more about MySize and for additional information, please visit: our website: www.mysizeid.com.
Forward-looking
Statements
This
press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including statements related to the acquisition, expected revenues, and the expected closing of the acquisition.
These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “may,” “continue,” “predict,” “potential,”
“project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements
speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we
believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable,
we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve
significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ
materially from historical experience and present expectations or projections. Actual results may differ materially from those in the
forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are
affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required
by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Investor
Contacts:
Or
Kles, CFO
ir@mysizeid.com