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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): July 21, 2026
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
July 21, 2026, My Size, Inc. (the “Company”) held the 2026 annual meeting of the Company’s stockholders (the “Annual
Meeting”) for the following purposes: (1) to elect two Class II directors, (2) to hold an advisory vote on the compensation of
the Company’s named executive officers named in the Company’s proxy statement, (3) to grant discretionary authority to the
Company’s board of directors (the “Board”) to (i) amend the Company’s Amended and Restated Certificate of Incorporation,
as amended (the “Charter”), to effect one or more reverse stock splits of the Company’s issued and outstanding common
stock at a ratio ranging from 1-for-2 to 1-for-30 (the “Reverse Stock Split”), and (ii) determine the treatment of fractional
shares resulting from the Reverse Stock Split, provided that the aggregate Reverse Stock Split ratio shall not exceed 1-for-30 and any
Reverse Stock Split shall be effected by no later than July 21, 2027, (4) to approve an amendment to the Charter to authorize the issuance
of blank check preferred stock, and (5) to ratify the appointment of Somekh Chaikin as the Company’s independent public accountant
for the fiscal year ending December 31, 2026. A total of 2,023,301 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 June 2, 2026.
Proposal
1. Election of two Class II 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 |
| Oron
Branitzky |
|
1,072,235 |
|
69,171 |
|
881,895 |
| Guy
Zimmerman |
|
1,071,940 |
|
69,466 |
|
881,895 |
Proposal
2. An advisory vote on the compensation of the Company’s named executive officers named in the Company’s proxy statement:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 968,586 |
|
107,271 |
|
65,549 |
|
881,895 |
Proposal
3. Grant discretionary authority to the Board to (i) amend the Charter, to effect one or more Reverse Stock Splits; and (ii) determine
the treatment of fractional shares resulting from the Reverse Stock Split, provided that the aggregate Reverse Stock Split ratio shall
not exceed 1-for-30 and any Reverse Stock Split shall be effected by no later than July 21, 2027:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 1,747,285 |
|
271,826 |
|
4,190 |
|
- |
Proposal
4. Approval of an amendment to the Charter to authorize the issuance of blank check preferred stock (the “Blank Check Preferred
Stock Proposal”):
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 1,025,885 |
|
113,208 |
|
2,313 |
|
881,895 |
The
Blank Check Preferred Stock Proposal was not approved as the proposal did not receive the affirmative vote of a majority of the outstanding
shares of the Company’s common stock entitled to vote thereon.
Proposal
5. Ratification of the appointment of Somekh Chaikin as the Company’s independent public accountant for the fiscal year ending
December 31, 2026:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 1,901,844 |
|
112,554 |
|
8,904 |
|
- |
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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:
July 21, 2026 |
By: |
/s/
Ronen Luzon |
| |
Name:
|
Ronen
Luzon |
| |
Title: |
Chief
Executive Officer |