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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 18, 2025

 

Manhattan Bridge Capital, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

New York   000-25991    11-3474831
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

60 Cutter Mill Road, Great Neck, NY   11021
(Address of Principal Executive Offices)   (Zip Code)

 

(516) 444-3400

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Section 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, par value $0.001 per share   LOAN   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 June 18, 2025, Manhattan Bridge Capital, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). The results of the shareholders voting at the 2025 Annual Meeting are set forth below:

 

Proposal No. 1 — Election of Directors

 

The shareholders elected the following individuals as directors of the Company to hold office until the next annual meeting of shareholders and until their successors shall have been duly elected and qualified.

 

Director Name  For   Withheld  

Broker Non-Votes

 
Assaf Ran   4,911,428    228,981    3,377,777 
                
Lyron Bentovim   4,981,349    159,060    3,377,777 
                
Eran Goldshmit   4,849,118    291,291    3,377,777 
                
Michael Jackson   4,877,887    262,522    3,377,777 
                
Vanessa Kao   4,952,042    188,367    3,377,777 
                
Phillip Michals   4,898,590    241,819    3,377,777 

 

Proposal No. 2 — Advisory approval of the appointment of Hoberman & Lesser, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025.

 

For  Against  Abstain  Broker Non-Votes 
8,319,210  73,203  125,773  - 

 

Proposal No. 3 — Advisory vote on the compensation of the Company’s named executive officers.

 

For  Against  Abstain  Broker Non-Votes 
4,748,053  317,591  74,765  3,377,777 

 

Proposal No. 4 — Advisory vote on the frequency of the advisory vote on compensation of the Company’s named executive officers.

 

1 Year  2 Years  3 Years  Abstain  Broker Non-Votes 
1,500,890  97,711  3,444,382  97,426  3,377,777 

 

In accordance with the stockholder voting results, in which every “Three Years” received the highest number of votes cast on the frequency proposal, and the Company’s Board of Directors’ recommendation in the proxy statement for the 2025 Annual Meeting, the Company’s Board of Directors has determined that future stockholder advisory (non-binding) votes on the compensation of the Company’s named executive officers will occur every three years. Accordingly, the next stockholder advisory (non-binding) vote on executive compensation will be held at the Company’s 2028 annual meeting of stockholders.

 

The results reported above are final voting results.

 

 

 

 

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.

 

  MANHATTAN BRIDGE CAPITAL, INC.
     
Date: June 18, 2025 By: /s/ Assaf Ran
  Name:  Assaf Ran
  Title: President and Chief Executive Officer