My Size, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by My Size, Inc. (Nasdaq: MYSZ) on December 7, 2022, regarding events occurring at the Company's 2022 Annual Meeting of Stockholders held on the same date. The Company is incorporated in Delaware and maintains its principal executive offices in Airport City, Israel.
Key Financial Metrics
This filing is a current report regarding corporate governance and capital structure changes. It does not contain revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial performance metrics.
Material Changes and Corporate Actions
- Reverse Stock Split: The Board approved a 1-for-25 reverse stock split of the Company's common stock. This action became effective at 5:00 p.m. Eastern Time on December 8, 2022. Trading on a split-adjusted basis commenced on December 9, 2022, on the Nasdaq Capital Market. Fractional shares resulting from the split are rounded up to the next whole number.
- Equity Plan Amendment: Stockholders approved an amendment to the 2017 Equity Incentive Plan, increasing the number of shares reserved for issuance from 5,770,000 to 7,225,000 shares.
- Board Elections: Two Class I directors, Arik Kaufman and Oren Elmaliah, were elected to the Board of Directors.
- Accountant Ratification: Stockholders ratified the appointment of Somekh Chaikin as the independent public accountant for the fiscal year ending December 31, 2022.
Voting Results and Management Commentary
A total of 19,887,046 shares were represented at the Annual Meeting, constituting a quorum. All proposals submitted to stockholders were approved:
- Reverse Stock Split Proposal: Approved with 18,751,686 votes For, 1,120,196 Against, and 15,164 Abstentions.
- Equity Plan Amendment: Approved with 13,208,736 votes For, 1,298,094 Against, and 9,504 Abstentions.
- Director Elections: Both nominees received significant support, with approximately 13.7 million votes For each.
The Company noted that the reverse stock split was implemented to maintain compliance with Nasdaq listing requirements. The new CUSIP number for the common stock following the split is 62844N 307.
Investor Verification Checklist
- Verify the effective date and time of the 1-for-25 reverse stock split (December 8, 2022, 5:00 p.m. ET) to ensure proper share count adjustments.
- Confirm the new CUSIP number (62844N 307) for trading and settlement purposes.
- Review the impact of the reverse stock split on outstanding options and warrants, noting that exercise prices and share quantities will be proportionately adjusted.
- Check the updated share reserve under the 2017 Equity Incentive Plan (7,225,000 shares) for future dilution analysis.
- Monitor the Company's stock price performance on the Nasdaq Capital Market post-split to assess market reaction.