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 | |