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2025-06-18
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 18, 2025
Manhattan
Bridge Capital, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| New
York |
|
000-25991 |
|
11-3474831 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 60
Cutter Mill Road, Great Neck, NY |
|
11021 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(516)
444-3400
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Section 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, par value $0.001 per share |
|
LOAN |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
June 18, 2025, Manhattan Bridge Capital, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025
Annual Meeting”). The results of the shareholders voting at the 2025 Annual Meeting are set forth below:
Proposal No. 1 — Election of Directors
The shareholders elected the following individuals
as directors of the Company to hold office until the next annual meeting of shareholders and until their successors shall have been duly
elected and qualified.
| Director Name | |
For | | |
Withheld | | |
Broker
Non-Votes | |
| Assaf Ran | |
| 4,911,428 | | |
| 228,981 | | |
| 3,377,777 | |
| | |
| | | |
| | | |
| | |
| Lyron Bentovim | |
| 4,981,349 | | |
| 159,060 | | |
| 3,377,777 | |
| | |
| | | |
| | | |
| | |
| Eran Goldshmit | |
| 4,849,118 | | |
| 291,291 | | |
| 3,377,777 | |
| | |
| | | |
| | | |
| | |
| Michael Jackson | |
| 4,877,887 | | |
| 262,522 | | |
| 3,377,777 | |
| | |
| | | |
| | | |
| | |
| Vanessa Kao | |
| 4,952,042 | | |
| 188,367 | | |
| 3,377,777 | |
| | |
| | | |
| | | |
| | |
| Phillip Michals | |
| 4,898,590 | | |
| 241,819 | | |
| 3,377,777 | |
Proposal
No. 2 — Advisory approval of the appointment of Hoberman & Lesser, LLP as the Company’s independent auditors for the
fiscal year ending December 31, 2025.
| For | |
Against | |
Abstain | |
Broker Non-Votes | |
| 8,319,210 | |
73,203 | |
125,773 | |
- | |
Proposal
No. 3 — Advisory vote on the compensation of the Company’s named executive officers.
| For | |
Against | |
Abstain | |
Broker Non-Votes | |
| 4,748,053 | |
317,591 | |
74,765 | |
3,377,777 | |
Proposal
No. 4 — Advisory vote on the frequency of the advisory vote on compensation of the Company’s named executive officers.
| 1 Year | |
2 Years | |
3 Years | |
Abstain | |
Broker Non-Votes | |
| 1,500,890 | |
97,711 | |
3,444,382 | |
97,426 | |
3,377,777 | |
In
accordance with the stockholder voting results, in which every “Three Years” received the highest number of votes cast on
the frequency proposal, and the Company’s Board of Directors’ recommendation in the proxy statement for the 2025 Annual Meeting,
the Company’s Board of Directors has determined that future stockholder advisory (non-binding) votes on the compensation of the
Company’s named executive officers will occur every three years.
Accordingly, the next stockholder advisory (non-binding) vote on executive compensation will be held at the Company’s 2028 annual
meeting of stockholders.
The
results reported above are final voting results.
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.
| |
MANHATTAN
BRIDGE CAPITAL, INC. |
| |
|
|
| Date:
June 18, 2025 |
By: |
/s/
Assaf Ran |
| |
Name: |
Assaf
Ran |
| |
Title: |
President
and Chief Executive Officer |
