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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): September 4, 2025
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.) |
HaNegev
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 5.07 |
Submission of Matters
to a Vote of Security Holders. |
On
September 4, 2025, My Size, Inc. (the “Company”) held the 2025 annual meeting of the Company’s stockholders (the “Annual
Meeting”) for the following purposes: (1) to elect two Class I directors, (2) to approve an amendment to the My Size, Inc. 2017
Equity Incentive Plan (the “2017 Plan”) to increase the reservation of common stock for issuance thereunder to 756,691 shares
to 130,000 shares, (3) to approve an amendment to the 2017 Plan to adopt an evergreen provision such that, beginning on January 1, 2026
and ending on and including January 1, 2029, the share reserve under the 2017 Plan will be automatically increased by a number of shares
of common stock equal to the lesser of (A) 5% of the aggregate number of shares of common stock outstanding on the final day of the immediately
preceding calendar year or (B) such smaller number of shares as is determined by the Company’s board of directors (the “Board”),
and (4) to ratify the appointment of Somekh Chaikin as the Company’s independent public accountant for the fiscal year ending December
31, 2025. A total of 1,310,357 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the
Annual Meeting.
The
following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the
Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 8, 2025.
Proposal
1. Election of two Class I directors to serve on the Board for a term of three years or until their successors are elected and qualified:
| Nominee | |
For | | |
Withheld | | |
Broker
Non-Votes | |
| Arik Kaufman | |
| 333,130 | | |
| 27,042 | | |
| 950,185 | |
| Roy Golan | |
| 333,285 | | |
| 26,887 | | |
| 950,185 | |
Proposal
2. Approval of an amendment to the 2017 Plan to increase the reservation of Common Stock for issuance thereunder to 756,691 shares
from 130,000 shares:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 296,358 |
|
63,549 |
|
265 |
|
950,185 |
Proposal
3. Approval of an amendment to the 2017 Plan to adopt an evergreen provision such that, beginning on January 1, 2026 and ending on
and including January 1, 2029, the share reserve under the 2017 Plan will be automatically increased by a number of shares of common
stock equal to the lesser of (A) 5% of the aggregate number of shares of common stock outstanding on the final day
of the immediately preceding calendar year or (B) such smaller number of shares as is determined by the Board:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 296,105 |
|
63,795 |
|
272 |
|
950,185 |
Proposal
4. Ratification of the appointment of Somekh Chaikin as the Company’s independent public accountant for the fiscal year ending
December 31, 2025:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 1,228,792 |
|
80,707 |
|
858 |
|
- |
| Item 9.01 |
Financial Statements
and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
My Size, Inc. Amendment to the My Size, Inc. 2017 Equity Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement filed with the SEC on July 8, 2025). |
| 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: September 4, 2025 |
By: |
/s/ Ronen
Luzon |
| |
Name: |
Ronen Luzon |
| |
Title: |
Chief Executive Officer |
