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EX-3.1 - EXHIBIT 3.1 - My Size, Inc. | c13287exv3w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2011
TOPSPIN MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-144472 | 510394637 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Hamaapilim 5 Kfar Shmaryahu, Israel |
Not Applicable |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 972-9-9554333
Not Applicable
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On February 21, 2011, TopSpin Medical, Inc. (the Company) appointed Eitan Shtarkman, 53, as its
Chief Executive Officer. From January 2009 until joining the Company, Mr. Shtarkman worked as an
entrepreneur in the dental medicine arena. He participated in the founding and management of three
companies during this period: Precise Implant Systems, which manufactures dental implants based on
proprietary technology; IGS Dental, which creates real-time positioning and monitoring technology
for dental implant surgery; and ChainPlant, which developed the first dental implant system capable
of being extended or shortened. Between January 2005 and December 2008, Mr. Shtarkman served as
Chief Executive Officer of Chmir-Nir, a public Israeli avionics company. Mr. Shtarkman holds a B.
Sc. in Physics from Tel Aviv University and a diploma from The Institute of Capital Market Studies.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 11, 2011, the Company filed an amended and restated certificate of incorporation with
the Secretary of State of the State of Delaware (the Restated Charter). Pursuant to the Restated
Charter, the Company effected a reverse split of its common stock (the Split), such that every
500 shares of the common stock existing prior to the Split (the Old Common Stock) were
automatically combined into 1 share of the Companys common stock (such combined common stock, the
New Common Stock). Pursuant to the Restated Charter, the authorized capital stock of the Company
was reduced to 50,000,000 shares of New Common Stock.
The foregoing description of the Restated Charter is qualified in its entirety by reference to the
text of the Restated Charter, filed as Exhibit 3.1 to this Current Report on Form 8-K, and
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
3.1
|
Amended and Restated Certificate of Incorporation of TopSpin Medical, Inc, effective February 11, 2011. |
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.
TOPSPIN MEDICAL, INC. |
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Date: February 25, 2011 | By: | /s/ Eitan Shtarkman | ||
Name: | Eitan Shtarkman | |||
Title: | Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
3.1
|
Amended and Restated Certificate of Incorporation of TopSpin Medical, Inc., effective February 11, 2011. |