0001211805
false
--12-31
0001211805
2022-12-07
2022-12-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
| 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 | |