Current Report Filing (8-k)
08 Août 2019 - 11:17PM
Edgar (US Regulatory)
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
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51-0394637
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(State
or other jurisdiction
of incorporation)
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|
(Commission File
Number)
|
|
(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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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))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value per share
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MYSZ
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Nasdaq
Capital Market
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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
5.07
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Submission
of Matters to a Vote of Security Holders.
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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
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For
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Withheld
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Broker
Non-Votes
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Ronen Luzon
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11,659,239
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713,124
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7,556,043
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Arik Kaufman
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11,905,777
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466,586
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7,556,043
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Oren Elmaliah
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11,801,815
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570,548
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7,556,043
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Oron Braniztky
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11,849,032
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523,331
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7,556,043
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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
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Against
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Abstain
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15,716,239
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3,220,790
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991,377
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Proposal
3.
Ratify the appointment of Somekh Chaikin as our independent public accountant for the fiscal year ending December
31, 2019:
For
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Against
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Abstain
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19,263,852
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327,017
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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.
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MY
SIZE, INC.
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Date:
August 8, 2019
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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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