Business Context and Reporting Period
This Form 8-K reports on the results of the 2018 Special Meeting of Stockholders held by My Size, Inc. on February 12, 2018. The meeting took place at the offices of Barnea & Co Law Offices in Tel Aviv, Israel. A total of 9,911,745 shares, representing 53.85% of the company's issued and outstanding common stock, were represented at the meeting.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes and Voting Results
Shareholders approved five proposals at the Special Meeting. The voting results for each approved proposal are as follows:
- Equity Plan Amendment: Approved an increase in the reservation of common stock for the 2017 Consultant Equity Incentive Plan from 3,000,000 to 4,500,000 shares. (For: 9,797,624; Against: 109,177; Abstain: 4,944).
- Authorized Share Increase: Approved an amendment to the Certificate of Incorporation to increase authorized common stock from 50,000,000 to 100,000,000 shares. (For: 9,764,475; Against: 141,071; Abstain: 6,199).
- Reverse Stock Split: Approved authority to implement a reverse stock split at a ratio between 1-for-2 and 1-for-10 prior to December 18, 2018. (For: 9,796,714; Against: 110,756; Abstain: 4,275).
- Securities Issuance (20% Discount): Approved issuance of securities in non-public offerings with a maximum discount of 20% below market price. (For: 9,758,177; Against: 146,867; Abstain: 6,701).
- Securities Issuance (15% Discount): Approved issuance of securities in non-public offerings with a maximum discount of 15% below market price. (For: 9,806,725; Against: 99,469; Abstain: 5,551).
Note on Conflicting Proposals: Although both the 20% and 15% discount proposals were approved, the filing states that because the 20% discount proposal (Proposal 4) was approved, only Proposal 4 shall be deemed to have any effect.
Guidance, Outlook, and Risks
The filing does not provide management commentary, financial guidance, or specific risk factors beyond the implications of the approved corporate actions. The approval of the reverse stock split and the 20% discount issuance authority indicates management's intent to adjust capital structure and potentially raise capital through private placements.
Investor Verification Checklist
- Verify the effective date and specific ratio of the reverse stock split, as the filing only authorizes a range (1-for-2 to 1-for-10) to be executed before December 18, 2018.
- Monitor future filings for details on any non-public offerings utilizing the approved 20% discount authority.
- Confirm the updated authorized share count (100,000,000) and the new equity plan reservation (4,500,000 shares) in subsequent periodic reports.
- Review the company's financial health in the most recent 10-K or 10-Q, as this 8-K contains no financial performance data.