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 2018, ~~2024~~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 2018, ~~2024~~2025, Manhattan Bridge Capital, Inc. (the “Company”) held its ~~2024~~2025 Annual Meeting of Shareholders (the “~~2024~~2025 Annual Meeting”). The results of the shareholders voting at the ~~2024~~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~~

Withheld

~~Broker Non-Votes~~

Broker Non-Votes

Assaf Ran

~~4,578,151~~

4,911,428

~~215,771~~

228,981

~~3,592,113~~

3,377,777

Lyron Bentovim

~~4,662,792~~

4,981,349

~~131,130~~

159,060

~~3,592,113~~

3,377,777

Eran Goldshmit

~~4,490,759~~

4,849,118

~~303,163~~

291,291

~~3,592,113~~

3,377,777

Michael Jackson

~~4,553,236~~

4,877,887

~~240,686~~

262,522

~~3,592,113~~

3,377,777

Vanessa Kao

~~4,629,108~~

4,952,042

~~164,814~~

188,367

~~3,592,113~~

3,377,777

Phillip Michals

~~4,609,385~~

4,898,590

~~184,537~~

241,819

~~3,592,113~~

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, ~~2024~~2025.

For	Against	~~Against~~	Abstain	~~Abstain~~Broker Non-Votes	~~Broker Non-Votes~~
8,065,464		191,232		129,339	-
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 20, 2024	By:	/s/ Assaf Ran
Date: June 18, 2025	By:	/s/ Assaf Ran
	Name:	Assaf Ran
	Title:	President and Chief Executive Officer

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