Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal


          Year.

On January 6, 2022, My Size, Inc. (the "Company") filed with the Secretary of State of Delaware a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to increase the authorized number of shares of the Company's common stock from 100,000,000 shares to 250,000,000 shares as previously approved at the 2021 annual meeting of stockholders (the "Annual Meeting") held on December 30, 2021 and to effect the Classified Board Amendment as described below in Item 5.07. A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.

In addition, effective as of January 6, 2022, the Company amended its Second Amended and Restated By-Laws (the "By-Laws") by deleting Section 2.12 of the By-Laws in its entirety in order to avoid any confusion as to the requisite vote for stockholder advisory proposals. A copy of Amendment No. 1 to the By-Laws is attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 6, 2022, the Company reconvened its Annual Meeting held on December 30, 2021 which had been previously adjourned solely to vote on Proposal 3, a proposal to amend the Company's Amended and Restated Certificate of Incorporation to classify the board of directors into three classes with staggered three-year terms (the "Classified Board Amendment"). At the originally convened Annual Meeting all other proposals were approved and ratified in accordance with the requisite majorities as described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2022. Set forth below are the final voting results of the reconvened Annual Meeting:

Proposal 3. Approval of the Classified Board Amendment.





                                        Broker
   For         Against     Abstain     Non-Votes
12,010,344     537,777     25,126      3,475,763

Following the filing of the Certificate of Amendment with the Secretary of State of Delaware, members of the Company's Board of Directors are now classified into three classes with staggered three-year terms (with the exception of the expiration of the initial Class I and Class II directors), as follows:

Class I, comprised of two directors, initially Arik Kaufman and Oren Elmaliah (with their initial terms expiring at our 2022 annual meeting of stockholders and members of such class serving successive three-year terms);

Class II, comprised of two directors, initially Oron Branitzky and Guy Zimmerman (with their initial terms expiring at our 2023 annual meeting of stockholders and members of such class serving successive three-year terms); and

Class III, comprised of two directors, initially Ronen Luzon (with his initial term expiring at our 2024 annual meeting of stockholders and members of such class serving successive three-year terms).

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits

3.1 Certificate of Amendment to Amended and Restated Certificate of

Incorporation dated January 6, 2022

3.2 Amendment No. 1 to Second Amended and Restated By-Laws

104 Cover Page Interactive Data File (formatted as Inline XBRL)

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