{"url_path":"/sec/loan/proxy/2026-05-08/000149315226021832","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1080340/0001493152-26-021832-index.html","accession_number":"0001493152-26-021832","cik":"0001080340","ticker":"LOAN","issuer_name":"MANHATTAN BRIDGE CAPITAL, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1080340/0001493152-26-021832-index.html","primary_entity_key":"0001080340","primary_entity_name":"MANHATTAN BRIDGE CAPITAL, INC"},"word_count":9778,"has_tables":true,"body_markdown":"false\n0001080340\nDEF 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EXCHANGE COMMISSION**\n\n**WASHINGTON,\nD.C. 20549**\n\n \n\n**SCHEDULE\n14A**\n\n \n\n(Rule\n14a-101)\n\nINFORMATION\nREQUIRED IN PROXY STATEMENT\n\nSCHEDULE\n14a INFORMATION\n\nProxy\nStatement Pursuant to Section 14(a) of the Securities\n\nExchange\nAct of 1934 (Amendment No.)\n\n \n\nFiled\nby the Registrant ☒\n\nFiled\nby a Party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n☐\nPreliminary Proxy Statement\n\n☐\nConfidential, for use of\nthe Commission Only (as permitted by Rule 14a-6(e) (2)\n\n☒\nDefinitive Proxy Statement\n\n☐\nDefinitive Additional Materials\n\n☐\nSoliciting Material Pursuant\nto §240.14a-12\n\n \n\n**MANHATTAN\nBRIDGE CAPITAL, INC.**\n\n(Name\nof Registrant as Specified in its Charter)\n\n \n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if Other Than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check the appropriate box):\n\n \n\n☒\nNo fee\nrequired.\n\n \n \n\n☐\nFee\npaid previously with preliminary materials\n\n \n \n\n☐\nFee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n \n\n \n\n \n\n \n\n \n\n \n\n**MANHATTAN\nBRIDGE CAPITAL, INC.**\n\n**60\nCutter Mill Road**\n\n**Great\nNeck, NY 11021**\n\n \n\n**Notice\nof Annual Meeting of Shareholders**\n\n**To\nbe held on Thursday, June 18, 2026**\n\n \n\nTo\nOur Shareholders:\n\n \n\nYou\nare invited to attend the 2026 Annual Meeting of Shareholders of Manhattan Bridge Capital, Inc. at 9:00 a.m. local time, on Thursday,\nJune 18, 2026, at the office of Sullivan & Worcester LLP, 1251 Avenue of the Americas, New York, NY 10020.\n\n \n\nThe\nNotice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the meeting.\n\n \n\nIt\nis important that your shares be represented at this meeting to ensure the presence of a quorum. Whether or not you plan to attend the\nmeeting, we hope that you will have your shares represented by signing, dating and returning your proxy in the enclosed envelope, which\nrequires no postage if mailed in the United States, *as soon as possible*. Your shares will be voted in accordance with the instructions\nyou have given in your proxy.\n\n \n\nThank\nyou for your continued support.\n\n \n\n \nSincerely,\n\n \n \n\n \n\n \nAssaf Ran\n\n \n*President and Chief\nExecutive Officer*\n\n** **\n\n \n\n \n\n** **\n\n**MANHATTAN\nBRIDGE CAPITAL, INC.**\n\n**60\nCutter Mill Road**\n\n**Great\nNeck, NY 11021**\n\n \n\n**Notice\nof Annual Meeting of Shareholders**\n\n**To\nbe held on Thursday, June 18, 2026**\n\n \n\nThe\nAnnual Meeting of Shareholders of Manhattan Bridge Capital, Inc. (the “Company”) will be held at the offices of Sullivan\n& Worcester LLP, 1251 Avenue of the Americas, New York, NY 10020, on Thursday, June 18, 2026 at 9:00 a.m., local time, for the purpose\nof considering and acting upon the following:\n\n \n\n \n1.\nElection of\nsix (6) directors to serve until the next Annual Meeting of Shareholders and until their respective successors have been duly elected\nand qualified.\n\n \n \n \n\n \n2.\nAdvisory approval of the\nappointment of Hoberman & Lesser CPA’s, LLP as the Company’s independent auditors for the fiscal year ending December\n31, 2026.\n\n \n \n \n\n \n3.\nTransaction of such other\nbusiness as may properly come before the meeting and any adjournment or adjournments thereof.\n\n \n \n \n\n \n\nThe\nCompany’s Board of Directors has set the close of business on April 24, 2026 as the record date for the determination of shareholders\nentitled to notice of and to vote at the meeting, or any adjournment or adjournments thereof. A complete list of such shareholders will\nbe available for examination by any shareholder at the meeting. The meeting may be adjourned from time to time without notice other than\nby announcement at the meeting.\n\n \n\n \nBy order of the Board of Directors\n\n \n \n\n \n**\n\n \nVanessa Kao\n\n \n*Secretary*\n\n \n\nGreat\nNeck, New York\n\nMay\n8, 2026\n\n \n\n \n\n \n\n \n\n**IMPORTANT:**\n**IT\nIS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. WHETHER OR NOT YOU PLAN\nTO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN\nENVELOPE. THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION. EACH PROXY\nGRANTED MAY BE REVOKED BY THE SHAREHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED. IF YOU RECEIVE MORE THAN ONE PROXY\nCARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ENSURE\nTHAT ALL OF YOUR SHARES WILL BE VOTED.**\n\n \n\n**We\nappreciate your giving this matter your prompt attention.**\n\n \n\n**IMPORTANT\nNOTICE REGARDING AVAILABILITY OF PROXY MATERIALS**\n\n**FOR\nTHE SHAREHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 18, 2026**\n\n \n\n**The\nproxy materials for the Annual Meeting, including our Annual Report to Shareholders and the Proxy Statement are**\n\n**available\nat http://www.manhattanbridgecapital.com/meeting.php**\n\n** **\n\n**MANHATTAN\nBRIDGE CAPITAL, INC.**\n\n**60\nCutter Mill Road**\n\n**Great\nNeck, NY 11021**\n\n \n\n**PROXY\nSTATEMENT**\n\n \n\n**FOR\nANNUAL MEETING OF SHAREHOLDERS**\n\n**To\nbe held on Thursday, June 18, 2026**\n\n \n\nProxies\nin the form enclosed with this Proxy Statement are solicited by the Board of Directors (the “Board”) of Manhattan Bridge\nCapital, Inc. (the “Company,” “we,” “us,” “our,” or any derivative thereof) to be used\nat the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the offices of Sullivan & Worcester LLP, 1251\nAvenue of the Americas, New York, NY 10020 on Thursday, June 18, 2026 at 9:00 a.m., local time, for the purposes set forth in the Notice\nof Meeting and this Proxy Statement. The Company’s principal executive offices are located at 60 Cutter Mill Road, Suite 205, Great\nNeck, NY 11021.\n\n \n\n**IMPORTANT\nNOTICE REGARDING AVAILABILITY OF PROXY MATERIALS**\n\n**FOR\nTHE SHAREHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 18, 2026**\n\n \n\n**The\nproxy materials for the Annual Meeting, including the Annual Report to Shareholders and the Proxy Statement are available at http://www.manhattanbridgecapital.com/meeting.php**\n\n \n\nShareholders\nmay also obtain additional paper or e-mail copies of these materials at no cost by writing to Manhattan Bridge Capital, Inc., 60 Cutter\nMill Road, Suite 205, Great Neck, NY 11021. Attention: Vanessa Kao, Chief Financial Officer, by sending an e-mail to vanessa@manhattanbridgecapital.com,\nor by calling the phone number: (516) 444-3402.\n\n \n\nRequested\nadditional paper copies will be delivered by first-class mail or other equally prompt means within one business day of receipt of such\nrequest.\n\n \n\nSecurities\nand Exchange Commission (“SEC”) rules allow us to furnish proxy materials to our shareholders over the internet. You can\naccess proxy materials and authorize a proxy to vote your shares at **www.proxyvote.com**.\n\n \n\n \n\n \n\n \n\n**THE\nVOTING AND VOTE REQUIRED**\n\n \n\nRecord\nDate and Quorum\n\n \n\nOnly\nshareholders of record at the close of business on April 24, 2026 (the “Record Date”), are entitled to notice of and vote\nat the Annual Meeting. On the Record Date, there were 11,429,351 outstanding shares of our common stock, par value $0.001 per share (the\n“Common Shares”). Each Common Share is entitled to one vote. Common Shares represented by each properly executed, unrevoked\nproxy received in time for the Annual Meeting will be voted as specified. Common Shares were our only voting securities outstanding on\nthe Record Date. A quorum will be present at the Annual Meeting of shareholders when such shareholders owning a majority of the Common\nShares outstanding on the Record Date are present at the meeting in person or by proxy.\n\n \n\nVoting\nof Proxies\n\n \n\nThe\npersons acting as proxies (the “Proxyholders”) pursuant to the enclosed Proxy will vote the shares represented as directed\nin the signed proxy. Unless otherwise directed in the proxy, the Proxyholders will vote the shares represented by the proxy: (i) for\nthe election of the director nominees named in this Proxy Statement; (ii) for the advisory approval of the appointment of Hoberman &\nLesser CPA’s, LLP (“H&L”) as the Company’s independent auditors for the fiscal year ending December 31, 2026;\nand (iii) in their discretion, on any other business that may come before the Annual Meeting and any adjournments of the Annual Meeting.\n\n \n\nAll\nvotes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative\nvotes, abstentions and broker non-votes. All shares represented by valid proxies will be voted in accordance with the instructions contained\ntherein. In the absence of instructions, proxies will be voted FOR all of the director nominees in Proposal No. 1 and FOR Proposal No.\n2 at the Annual Meeting. A proxy may be revoked by the shareholder giving the proxy at any time before it is voted at the Annual Meeting,\nby written notice addressed to and received by the Secretary of the Company or Secretary of the Annual Meeting, and a prior proxy is\nautomatically revoked by a shareholder giving a subsequent proxy or attending and voting in person at the Annual Meeting. Attendance\nat the Annual Meeting, however, in and of itself, does not revoke a prior proxy. In the case of the election of directors, shares represented\nby a proxy which are marked “WITHHOLD AUTHORITY” to vote for all director nominees will not be counted in determining whether\na plurality vote has been received for the election of directors. Shares represented by proxies that are marked “ABSTAIN”\non any other proposal will not be counted in determining whether the requisite vote has been received for such proposal. In instances\nwhere brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned proxies (“broker\nnon-votes”), including with respect to Proposal No. 1, those shares will not be counted as entitled to be voted (other than for\nthe purpose of establishing a quorum) and, therefore, will have no effect on the outcome of the vote.\n\n \n\nVoting\nRequirements\n\n \n\nElection\nof Directors. The election of the six director nominees will require a plurality of the votes cast at the Annual Meeting. Votes may\nbe cast in favor of or withheld with respect to each nominee. Votes that are withheld will be excluded entirely from the vote and will\nhave no effect on the outcome of the vote.\n\n \n\nAdvisory\nApproval of the Appointment of Independent Auditors. The affirmative vote of a majority of the votes cast on the matter by stockholders\nentitled to vote at the Annual Meeting is required to approve the appointment of H&L as the Company’s independent auditors\nfor the fiscal year ending December 31, 2026. An abstention from voting on approval of auditors will be treated as “present”\nfor quorum purposes. However, since an abstention is not treated as a “vote” for or against the matter, it will have no effect\non the outcome of the vote on either matter.\n\n \n\n \n\n \n\n \n\n**Notice\nof Internet Availability of Proxy Materials**\n\n \n\nIn\naccordance with rules and regulations of the SEC, instead of mailing a printed copy of our proxy materials, which consist of this proxy\nstatement, proxy card, notice of annual meeting, and our annual report to shareholders for the fiscal year ended December 31, 2025 (“Fiscal\nYear 2025”), respectively, to each shareholder of record, we may furnish proxy materials via the internet. Accordingly, all of\nour shareholders of record as of the Record Date will receive a notice of internet availability of proxy materials. The notice of internet\navailability of proxy materials will be mailed on or about May 8, 2026.\n\n  \n\nOn\nthe date of mailing the Notice of Internet Availability of Proxy Materials, shareholders will be able to access all of the proxy materials\nat www.proxyvote.com. The proxy materials will be available free of charge. The Notice of Internet Availability of Proxy Materials will\ninstruct you as to how you may access and review all of the important information contained in the proxy materials over the internet.\nThe Notice of Internet Availability of Proxy Materials contains instructions as to how to vote by internet or by telephone. The Notice\nof Internet Availability of Proxy Materials also instructs you as to how you may request a paper or email copy of the proxy card. If\nyou received a Notice of Internet Availability of Proxy Materials and would like to receive printed copies of the proxy materials, you\nshould follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.\n\n \n\n**IMPORTANT**:\nIf your shares are held in the name of a brokerage firm, bank, nominee or other institution, you should provide instructions to your\nbroker, bank, nominee or other institution on how to vote your shares. Please contact the person responsible for your account and give\ninstructions for a proxy to be completed for your shares.\n\n \n\n \n\n \n\n \n\n \n\n**Proposal\nNo. 1**\n\n \n\n**ELECTION\nOF DIRECTORS**\n\n \n\nThe\ncurrent members of our Board are Lyron Bentovim, Eran Goldshmit, Michael J. Jackson, Vanessa Kao, Phillip Michals and Assaf Ran. All\nsix directors are to be elected at the Annual Meeting. All directors hold office until the next annual meeting of shareholders and until\ntheir successors are duly elected and qualified.\n\n \n\nIt\nis intended that votes pursuant to the enclosed proxy will be cast for the election of the six nominees named below. In the event that\nany such nominee should become unable or unwilling to serve as a director, the Proxy will vote for the election of an alternate candidate,\nif any, as shall be designated by the Board. Our Board has no reason to believe these nominees will be unable to serve if elected. Each\nnominee has consented to be named in this Proxy Statement and to serve if elected. All six nominees are currently members of our Board.\nThere are no family relationships among any of the executive officers or directors of the Company.\n\n \n\nOur\ndirector nominees and their respective ages as of the Record Date are as follows:\n\n \n\n**Name**\n** **\n**Age**\n** **\n**Position**\n\nAssaf Ran\n \n60\n \nFounder, Chairman of\nthe Board, Chief Executive Officer and President\n\nLyron Bentovim (1)\n \n56\n \nDirector\n\nEran Goldshmit (1)(2)(3)\n \n59\n \nDirector\n\nMichael J. Jackson (1)(2)(3)\n \n61\n \nDirector\n\nVanessa Kao\n \n48\n \nChief Financial Officer, Vice President, Treasurer,\nSecretary and Director\n\nPhillip Michals (1)(2)(3)\n \n56\n \nDirector\n\n \n\n \n(1)\nMember of the\nAudit Committee.\n\n \n(2)\nMember of the Compensation\nCommittee.\n\n \n(3)\nMember of the Corporate\nGovernance and Nominating Committee.\n\n \n\nSet\nforth below is a brief description of the background and business experience of our director nominees:\n\n \n\n**Assaf\nRan,** our founder, has been our Chief Executive Officer, president and chairman of the Board since our inception in 1989. Mr. Ran\nhas 37 years of senior management experience leading public and private businesses. Mr. Ran started several yellow page and other businesses\nfrom the ground up and managed to make each one of them successful. Mr. Ran’s professional experience and background with us, as\nour director since March 1999, have given him the expertise needed to serve as one of our directors.\n\n \n\n**Lyron\nBentovim** has been a member of the Board since December 2008. Mr. Bentovim currently serves as the president and chief executive officer\nof The Glimpse Group, Inc. (Nasdaq: GGRP), an immersive technology company based in New York, NY. Mr. Bentovim also serves as a managing\npartner at Darklight Partners, a strategic advisor to small and mid-size public and private companies. Prior to that, from July 2014\nto August 2015, Mr. Bentovim served as chief operating officer and chief financial officer of Top Image Systems Ltd. (formerly listed\non Nasdaq: TISA), and from March 2013 to July 2014, Mr. Bentovim served as chief operating officer and chief financial officer of NIT\nHealth Inc. and as chief operating officer and chief financial officer and managing director at Cabrillo Advisors LLC. From August 2009\nuntil July 2012, Mr. Bentovim has served as chief operating officer and chief financial officer of Sunrise Telecom, Inc. Prior to joining\nSunrise Telecom, Inc., from January 2002 until August 2009, Mr. Bentovim served as a portfolio manager for Skiritai Capital LLC, an investment\nadvisor based in San Francisco. Mr. Bentovim has over 25 years of management experience, including his experience as a member of the\nboard of directors at RTW Inc., Ault, Inc., Top Image Systems Ltd., Three-Five Systems Inc., Sunrise Telecom Inc., Blue Sphere Corporation,\nand Argonaut Technologies Inc. Prior to his position in Skiritai Capital LLC, Mr. Bentovim served as president, chief operating officer\nand co-founder of WebBrix, Inc. Additionally, Mr. Bentovim spent time as a senior engagement manager with strategy consultancies including\nUSWeb/CKS, the Mitchell Madison Group LLC and McKinsey & Company Inc. Mr. Bentovim has an MBA from Yale School of Management and\na law degree from the Hebrew University, Jerusalem, Israel. Mr. Bentovim’s professional experience and background with other companies\nand with us have given him the expertise needed to serve as one of our directors.\n\n \n\n \n\n \n\n \n\n**Eran\nGoldshmit** has been a member of the Board since March 1999. Since August 2001, he has been the president of the New York Diamond Center,\nNew York, NY. From December 1998 until July 2001, Mr. Goldshmit was the general manager of the Carmiel Shopping Center in Carmiel, Israel.\nMr. Goldshmit received certification as a financial consultant in February 1993 from the School for Investment Consultants, Tel Aviv,\nIsrael, and a BA in business administration from the University of Humberside, England, in December 1998. Mr. Goldshmit’s professional\nexperience and background with other companies and with us have given him the expertise needed to serve as one of our directors.\n\n \n\n**Michael\nJ. Jackson** has been a member of the Board since July 2000. Since May 2017, Mr. Jackson has been the chief financial officer of Radius\nGlobal Market Research. Since February 2025, Mr. Jackson has served as a member of the board of directors of Radius Holding Company.\nFrom March 2016 through April 2017, Mr. Jackson served as chief financial officer and executive vice president of both Ethology, Inc.,\na digital marketing agency, and Tallwave, LLC, a business design and innovation agency. From April 2007 through February 2016, he was\nthe chief financial officer and the executive vice president of iCrossing, Inc., a digital marketing agency. From October 1999 to April\n2007, he served as executive vice president and chief financial officer of AGENCY.COM, a global Internet professional services company.\nHe also served as the chief accounting officer of AGENCY.com from May 2000 and as its corporate controller from August 1999 until September\n2001. From October 1994 until August 1999, Mr. Jackson was a senior manager at Arthur Andersen, LLP and manager at Ernst & Young\nLLP. Mr. Jackson also served on the New York State Society Auditing Standards and Procedures Committee from 1998 to 1999 and served on\nthe New York State Society’s Securities and Exchange Commission Committee from 1999 to 2001. Mr. Jackson holds an MBA in Finance\nfrom Hofstra University and is a certified public accountant. Mr. Jackson is a current member of the board of directors of AvenueZ, Inc.,\na privately held digital marketing technology company. Mr. Jackson’s professional experience and background with other companies\nand with us have given him the expertise needed to serve as one of our directors.\n\n \n\n**Vanessa\nKao** has been our Chief Financial Officer, vice president, treasurer and secretary since rejoining us in June 2011. Ms. Kao joined\nour board in November 2023. From January 2014 through April 2016, she was also the Chief Financial Officer of Jewish Marketing Solutions\nLLC. Since April 2016, she has been serving as a consultant to Jewish Marketing Solutions LLC. From July 2004 through April 2006, she\nserved as our assistant Chief Financial Officer. From April 2006 through December 2013, she was the Chief Financial Officer of DAG Jewish\nDirectories, Inc. Ms. Kao holds a M.B.A. in Finance and MIS/E-Commerce from the University of Missouri and a bachelor’s degree\nof Business Administration in Finance from the National Taipei University in Taiwan.\n\n \n\n**Phillip\nMichals** has been a member of the Board since rejoining our Board in June 2019. Mr. Michals is the chief executive officer and executive\nchairman of A.G.P./Alliance Global Partners, a full-service investment banking and wealth management firm since 2018. Mr. Michals is\nalso a Co-Founder and Chairman of the Board and Director of A.G.P. Canada, where he assists the team with developing and executing business\ngoals in Canada. Mr. Michals has also been a partner in RG Michals since 1999 and affiliated with an independent firm from 2010 to 2018.\nHis responsibilities were primarily in business development. He was also a partner for over 10 years at MSCI, an advisory/consulting\nfirm that consulted for member firms of NYSE and FINRA. Mr. Michals currently has his Series 7, 63, 24, 99, and 65 licenses and received\nhis Bachelor of Science from the University of Delaware. Mr. Michals’ professional experience and background with other companies\nand with us have given him the expertise needed to serve as one of our directors.\n\n \n\n**The\nBoard recommends a vote FOR the election of each of the director nominees**\n\n**and\nproxies that are signed and returned will be so voted**\n\n**unless\notherwise instructed.**\n\n \n\n*\n* * * *\n\n \n\n \n\n** **\n\n**Proposal\nNo. 2**\n\n \n\n**ADVISORY\nAPPROVAL****OF THE APPOINTMENT OF INDEPENDENT AUDITORS**\n\n \n\nH&L\nhas been our independent registered public accounting firm since November 2014 when Hoberman, Goldstein & Lesser, CPA’s, P.C.\n(“HG&L”), our independent registered public accounting firm at the time, effectively resigned when the ownership interest\nin HG&L changed and formed H&L as a new successor entity to HG&L. As a result, H&L was engaged as our new independent\nregistered public accounting firm. One or more representatives of H&L is expected to be at the Annual Meeting and will have an opportunity\nto make a statement if he or she desires to do so and will be available to respond to appropriate questions from our shareholders.\n\n \n\nSelection\nof the independent accountants is not required to be submitted to a vote of our shareholders for ratification. In addition, Nasdaq Stock\nMarket rules require the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work\nof the independent auditors. The Audit Committee expects to appoint H&L to serve as independent auditors to conduct an audit of our\naccounts for the 2026 fiscal year. However, the Board is submitting this matter to our shareholders as a matter of good corporate practice.\nIf the shareholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will take that into consideration\nwhen deciding whether to retain H&L and may retain that firm or another without re-submitting the matter to the shareholders. Even\nif shareholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment\nof different independent auditors at any time during the year if it determines that such a change would be in our and our shareholders’\nbest interests.\n\n \n\n**The\nBoard recommends a vote FOR this proposal**\n\n**and\nproxies that are signed and returned will be so voted**\n\n**unless\notherwise instructed.**\n\n \n\n*\n* * * *\n\n \n\n \n\n** **\n\n**EXECUTIVE\nOFFICERS**\n\n \n\nThe\nfollowing table identifies our executive officers as of the Record Date:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n \n**In\nCurrent Position Since**\n\nAssaf Ran (1)\n \n60\n \nPresident and Chief Executive Officer\n \n1989\n\n \n \n \n \n \n \n \n\nVanessa Kao (2)\n \n48\n \nChief Financial Officer, Vice President, Treasurer,\nSecretary and Director\n \n\n2011\n(as Chief Financial Officer, Vice President, Treasurer, Secretary)\n\n2023\n(as Director)\n\n \n\n \n(1)\nMr.\nRan’s biographical information is provided above.\n\n \n(2)\nMs.\nKao’s biographical information is provided above.\n\n** **\n\n**CORPORATE\nGOVERNANCE**\n\n** **\n\n**Code\nof Ethics**\n\n \n\nWe\nhave adopted a Code of Ethics that applies to our principal executive officer, principal financial officer and other persons performing\nsimilar functions. Our current Code of Ethics is posted on our website at www.manhattanbridgecapital.com. The information on our website\nis not incorporated by reference into this Proxy Statement. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K\nregarding amendment to, or waiver from, a provision of our Code of Ethics by posting such information on the website address specified\nabove.\n\n \n\n**Insider\nTrading Policy**\n\n** **\n\n****\n\nWe\nhave adopted an insider trading policy (the “Policy”), governing the purchase, sale and other transactions in our securities\nthat applies to our directors, executive officers, employees, and other covered persons, including immediate family members and entities\ncontrolled by any of the foregoing persons, as well as by the Company itself.\n\n \n\nThe\nPolicy prohibits, among other things, insider trading and certain speculative transactions in our securities (including short sales,\nbuying put and selling call options and other hedging or derivative transactions in our securities) and establishes a regular blackout\nperiod schedule during which directors, executive officers, employees, and other covered persons may not trade in the Company’s\nsecurities, as well as certain pre-clearance procedures that directors and executive officers must observe prior to effecting any transaction\nin our securities.\n\n \n\n**Director\nIndependence**\n\n \n\nThe\nBoard has determined, in accordance with Nasdaq’s Stock Market Rules, that: (i) Messrs. Jackson, Goldshmit, Bentovim and Michals\n(the “Independent Directors”) are independent and represent a majority of its members; (ii) Messrs. Jackson, Goldshmit, Bentovim\nand Michals, as the members of the Audit Committee, are independent for such purposes; and (iii) Messrs. Jackson, Goldshmit and Michals,\nas the members of the Compensation Committee, are independent for such purposes. In determining director independence, the Board applies\nthe independence standards set by Nasdaq. In its application of such standards the Board takes into consideration all transactions with\nIndependent Directors and the impact of such transactions, if any, on any of the Independent Directors’ ability to continue to\nserve on the Board.\n\n \n\n**Board\nand Committees**\n\n \n\nDuring\nfiscal year 2025, the Board held three meetings and took action by written consent eight times, our Audit Committee held four meetings,\nand our Compensation Committee took action by written consent three times. Our Corporate Governance and Nominating Committee did not\nmeet. All directors attended or participated by telephone in all meetings of the Board and of the Board’s committees on which each\napplicable director served. It is the Company’s policy that directors are invited and encouraged to attend the Annual Meeting.\nAll of our then current directors attended our annual meeting held in 2025.\n\n \n\n \n\n \n\n \n\nWe\nhave three standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Each\ncommittee is made up entirely of independent directors as defined under the Nasdaq Stock Market Rules. The members of the Audit Committee\nare Michael Jackson, who serves as chairman, Eran Goldshmit, Lyron Bentovim and Phillip Michals. The members of the Compensation Committee\nand the Corporate Governance and Nominating Committee are Michael Jackson, Eran Goldshmit and Phillip Michals. Current copies of each\ncommittee’s charter are available on our website at *www.manhattanbridgecapital.com*.\n\n \n\n*Audit\nCommittee.* The Audit Committee oversees our accounting and financial reporting processes, internal systems of accounting and financial\ncontrols, relationships with auditors and audits of financial statements. Specifically, the Audit Committee’s responsibilities\ninclude the following:\n\n \n\n \n●\nselecting,\nhiring and terminating our independent auditors;\n\n \n●\nevaluating\nthe qualifications, independence and performance of our independent auditors;\n\n \n●\napproving\nthe audit and non-audit services to be performed by the independent auditors;\n\n \n●\nreviewing\nthe design, implementation and adequacy and effectiveness of our internal controls and critical policies;\n\n \n●\noverseeing\nand monitoring the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as\nthey relate to our financial statements and other accounting matters;\n\n \n●\nwith\nmanagement and our independent auditors, reviewing any earnings announcements and other public announcements regarding our results\nof operations; and\n\n \n●\npreparing\nthe report that the SEC requires in our annual proxy statement.\n\n \n\nThe\nBoard has determined that Michael Jackson is qualified as an Audit Committee Financial Expert pursuant to Item 407(d)(5) of Regulation\nS-K. Each Audit Committee member is independent, as that term is defined in Section 10A(m)(3) of the Exchange Act and their relevant\nexperience is more fully described above.\n\n \n\n*Compensation\nCommittee.* The Compensation Committee assists the Board in determining the compensation of our officers and directors. Specific responsibilities\ninclude the following:\n\n \n\n \n●\napproving\nthe compensation and benefits of our executive officers;\n\n \n●\nadministering\nour clawback policy;\n\n \n●\nreviewing\nthe performance objectives and actual performance of our officers; and\n\n \n●\nadministering\nour stock option and other equity and incentive compensation plans.\n\n \n\nThe\nCompensation Committee is comprised entirely of directors who satisfy the standards of independence applicable to compensation committee\nmembers under Section 16(b) of the Exchange Act. During the fiscal year ended December 31, 2025, the Compensation Committee did not utilize\nthe services of a compensation consultant.\n\n \n\n*Corporate\nGovernance and Nominating Committee.* The Corporate Governance and Nominating Committee assists the Board by identifying and recommending\nindividuals qualified to become members of the Board. Specific responsibilities include the following:\n\n \n\n \n●\nevaluating\nthe composition, size and governance of the Board and its committees and making recommendations regarding future planning and the\nappointment of directors to our committees;\n\n \n●\nestablishing\na policy for considering shareholder nominees to the Board;\n\n \n●\nreviewing\nour corporate governance principles and making recommendations to the Board regarding possible changes; and\n\n \n●\nreviewing\nand monitoring compliance with our code of ethics and insider trading policy.\n\n \n\n \n\n \n\n \n\n**Board\nLeadership Structure**\n\n** **\n\nMr.\nRan has served as Chairman of the Board, Chief Executive Officer and President since our inception in 1989. Our By-Laws give the Board\nthe flexibility to determine whether the roles of Chairman and Chief Executive Officer should be held by the same person or by two separate\nindividuals. Each year, the Board evaluates our leadership structure and determines the most appropriate structure for the coming year\nbased upon its assessment of our position, strategy, and our long term plans. The Board also considers the specific circumstances we\nface and the characteristics and membership of the Board. At this time, the Board has determined that having Mr. Ran serve as both the\nChairman and Chief Executive Officer is in the best interest of our shareholders. We believe this structure makes the best use of the\nChief Executive Officer’s extensive knowledge of our business and personnel, our strategic initiatives and our industry, and also\nfosters real-time communication between management and the Board.\n\n \n\n**The\nBoard’s Oversight of Risk Management**\n\n \n\nThe\nBoard recognizes that companies face a variety of risks, including credit risk, liquidity risk, strategic risk, and operational risk.\nThe Board believes an effective risk management system will (1) timely identify the material risks that we face, (2) communicate necessary\ninformation with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board committee, (3) implement\nappropriate and responsive risk management strategies consistent with our risk profile, and (4) integrate risk management into our decision-making.\nThe Board encourages and management promotes a corporate culture that incorporates risk management into our corporate strategy and day-to-day\nbusiness operations. The Board also continually works, with the input of our management and executive officers, to assess and analyze\nthe most likely areas of future risk for us.\n\n \n\n**Anti-Hedging\nPolicy**\n\n \n\nUnder\nour insider trading policy, our directors, officers, employees, consultants, and contractors are prohibited from engaging in short sales\nof our securities, purchases of our securities on margin, hedging or monetization transactions through the use of financial instruments,\nand options and derivatives trading on any of the stock exchanges or futures exchanges, without prior written pre-clearance.\n\n \n\n**Audit\nCommittee Report**\n\n \n\nThe\nAudit Committee oversees our financial reporting process on behalf of the Board. The Audit Committee consists of four members of the\nBoard who meet the independence and experience requirements of Nasdaq and the SEC.\n\n \n\nThe\nAudit Committee retains our independent registered public accounting firm and approves in advance all permissible non-audit services\nperformed by them and other auditing firms. Although management has the primary responsibility for the financial statements and the reporting\nprocess including the systems of internal control, the Audit Committee consults with management and our independent registered public\naccounting firm regarding the preparation of financial statements, the adoption and disclosure of our critical accounting estimates and\ngenerally oversees the relationship of the independent registered public accounting firm with our Company.\n\n \n\nThe\nAudit Committee reviewed our audited financial statements for the year ended December 31, 2025, and met with management to discuss such\naudited financial statements. The Audit Committee has discussed with H&L, our independent accountants, the matters required to be\ndiscussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board (the “PCOAB”) and the\nSEC. The Audit Committee has received the written disclosures and the letter from H&L required by applicable requirements of the\nPCOAB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed\nwith H&L its independence from us and our management. Based on its review and discussions, the Audit Committee recommended to the\nBoard that our audited financial statements for the year ended December 31, 2025 be included in our Annual Report on Form 10-K for the\nyear then ended for filing with the SEC.\n\n \n\n \nAUDIT COMMITTEE:\n\n \n \n\n \nMichael J. Jackson, Chairman\n\n \nEran Goldshmit\n\n \nLyron Bentovim\n\n \nPhillip Michals\n\n \n\n \n\n \n\n** **\n\n**Shareholder\nCommunications**\n\n \n\nThe\nBoard has established a process to receive communications from shareholders. Shareholders and other interested parties may contact any\nmember (or all members) of the Board, or the non-management directors as a group, any Board committee or any chair of any such committee\nby mail or electronically. To communicate with the Board, any individual director or any group or committee of directors, correspondence\nshould be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such\ncorrespondence should be sent c/o Corporate Secretary at 60 Cutter Mill Road, Suite 205, Great Neck, NY 11021.\n\n \n\nAll\ncommunications received as set forth in the preceding paragraph will be opened by the Secretary for the sole purpose of determining whether\nthe contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or\nservice, patently offensive material or matters deemed inappropriate for the Board will be forwarded promptly to the addressee. In the\ncase of communications to the Board or any group or committee of directors, the Secretary will make sufficient copies of the contents\nto send to each director who is a member of the group or committee to which the envelope or e-mail is addressed.\n\n \n\n**Executive\nCompensation**\n\n \n\nThe\nfollowing Summary Compensation Table sets forth all compensation earned by or paid to, in all capacities, during the years ended December\n31, 2025 and 2024 by (i) the Company’s Chief Executive Officer and (ii) the most highly compensated executive officers, other than\nthe Chief Executive Officer, who were serving as executive officers and whose total compensation exceeded $100,000 (the individuals falling\nwithin categories (i) and (ii) are collectively referred to as the “Named Executive Officers” or “NEOs”):\n\n \n\n**Summary\nCompensation Table**\n\n** **\n\nName and Principal Position \nYear  \n\n**Salary**\n\n**($)**\n  \n\n**Bonus**\n\n**($)**\n  \n\n**All Other Compensation**\n\n**($) (1)**\n  \n\n**Total**\n\n**($)**\n \n\nAssaf Ran \n 2025  \n$365,385  \n$—  \n$41,400  \n$406,785 \n\nChief Executive Officer and President \n 2024  \n$365,000  \n$30,000  \n$50,875  \n$445,875 \n\n  \n    \n    \n    \n    \n   \n\nVanessa Kao \n 2025  \n$185,000  \n$52,000  \n$13,545  \n$250,545 \n\nChief Financial Officer, Vice President, Treasurer and Secretary \n 2024  \n$177,500  \n$37,500  \n$12,545  \n$227,545 \n\n \n\n(1)Consists of certain\nexpense reimbursements and Company matching contributions made pursuant to its Simple IRA Plan.\n\n \n\n**Employment\nContracts**\n\n \n\nWe\nhave an employment agreement with Mr. Assaf Ran, our President and Chief Executive Officer, pursuant to which: (i) Mr. Ran’s employment\nterm renews automatically on June 30th of each year for successive one-year periods unless either party gives to the other written notice\nat least 180 days prior to June 30th of its intention to terminate the agreement; (ii) Mr. Ran receives a current annual base salary\nof $380,000 and annual bonuses as determined by the Compensation Committee of the Board, in its sole and absolute discretion, and is\neligible to participate in all executive benefit plans established and maintained by us; and (iii) Mr. Ran agreed to a one-year non-competition\nperiod following the termination of his employment. If the employment agreement is terminated by Mr. Ran for “good reason”\n(as defined in the employment agreement) he shall be paid (1) his base compensation up to the effective date of such termination; (2)\nhis full share of any incentive compensation payable to him for the year in which the termination occurs; and (3) a lump sum payment\nequal to 100% of the average cash compensation paid to, or accrued for, him in the two calendar years immediately preceding the calendar\nyear in which the termination occurs.\n\n \n\nIn\nJune 2024, the Compensation Committee approved an increase in Mr. Ran’s annual base salary from $350,000 to $380,000. In December\n2025, Mr. Ran voluntarily agreed to forgo $14,615 of base salary for the period from December 18, 2025 through December 31, 2025.\n\n \n\n \n\n \n\n \n\n**Restricted\nStock Grant**\n\n \n\nIn\nSeptember 2011, upon shareholders’ approval at the 2011 annual meeting of shareholders, we granted 1,000,000 restricted common\nshares (the “Restricted Shares”) to Mr. Ran, our Chief Executive Officer. Under the terms of the restricted shares agreement,\namong other things, Mr. Ran may not sell, convey, transfer, pledge, encumber or otherwise dispose of the Restricted Shares until the\nearliest to occur of the following: (i) September 9, 2026, with respect to 1/3 of the Restricted Shares, September 9, 2027 with respect\nto an additional 1/3 of the Restricted Shares and September 9, 2028 with respect to the final 1/3 of the Restricted Shares; (ii) the\ndate on which Mr. Ran’s employment is terminated by us for any reason other than for “Cause” (i.e., misconduct that\nis materially injurious to us monetarily or otherwise, including engaging in any conduct that constitutes a felony under federal, state\nor local law); or (iii) the date on which Mr. Ran’s employment is terminated on account of (A) his death; or (B) his disability,\nwhich, in the opinion of his personal physician and a physician selected by us prevents him from being employed with us on a full-time\nbasis (each such date being referred to as a “Risk Termination Date”). If at any time prior to a Risk Termination Date Mr.\nRan’s employment is terminated by us for Cause, or by Mr. Ran voluntarily for any reason other than death or disability, Mr. Ran\nwill forfeit that portion of the Restricted Shares which has not previously vested. Mr. Ran has the power to vote the Restricted Shares\nand will be entitled to all dividends payable with respect to the Restricted Shares.\n\n \n\nIn\nconnection with the Compensation Committee’s approval of the foregoing grant of Restricted Shares, the Compensation Committee consulted\nwith and obtained the concurrence of independent compensation experts and informed Mr. Ran that it had no present intention of continuing\nits prior practice of annually awarding stock options to Mr. Ran as Chief Executive Officer. Also, Mr. Ran, advised the Compensation\nCommittee that he would not seek future stock option grants.\n\n \n\n**Termination\nand Change of Control Arrangement**\n\n \n\nIn\nthe event of termination, Mr. Ran will not be entitled to receive any severance and any non-vested options will be automatically forfeited.\nIf at any time prior to a Risk Termination Date Mr. Ran’s employment is terminated by us for cause or by Mr. Ran voluntarily for\nany reason other than death or disability, Mr. Ran will forfeit that portion of the Restricted Shares which have not previously vested.\nIf Mr. Ran is terminated for any reason other than for cause, the Restricted Shares become immediately transferable.\n\n \n\n**Compensation\nof Directors**\n\n \n\nDuring\n2025, the annual cash compensation paid to each independent member of the Board was $17,500, plus an additional $300 for each committee\nmeeting attended.\n\n \n\nThe\ntable below summarizes the compensation paid to our independent directors for the year ended December 31, 2025. Mr. Ran’s compensation\nis described below under “Executive Compensation.”\n\n** **\n\n**Director****Compensation**\n\n \n\nName \n\n**Fees Earned or Paid**\n\n**in Cash ($)**\n \n\nMichael Jackson \n$18,700 \n\nEran Goldshmit \n$18,700 \n\nLyron Bentovim \n$18,700 \n\nPhillip Michals \n$18,700 \n\n** **\n\n \n\n \n\n** **\n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\nThe\nfollowing table sets forth information concerning outstanding equity awards to the Named Executive Officers as of December 31, 2025.\n\n \n\nName \n\n**Stock Awards**\n\n**Number of\nShares or**\n\n**Units of Stock**\n\n**That Have Not\nVested (#)**\n  \n\n**Market Value\nof Shares or**\n\n**Units of Stock**\n\n**That Have Not\nVested ($)**\n \n\nAssaf Ran \n    \n   \n\nChief Executive Officer and President \n 1,000,000  \n 4,650,000 (1)(2)\n\n \n\n(1)\nCalculated\nbased on the closing market price of $4.65 at the end of the last completed fiscal year on December 31, 2025.\n\n \n \n\n(2)\nMr. Ran may not sell, convey,\ntransfer, pledge, encumber or otherwise dispose of the Restricted Shares until the earliest to occur of the following: (i) September\n9, 2026, with respect to 1/3 of the Restricted Shares, September 9, 2027 with respect to an additional 1/3 of the Restricted Shares\nand September 9, 2028 with respect to the final 1/3 of the Restricted Shares; (ii) the date on which Mr. Ran’s employment is\nterminated by us for any reason other than for “Cause;” or (iii) on a Risk Termination Date. If at any time prior to\na Risk Termination Date Mr. Ran’s employment is terminated by us for Cause or Mr. Ran voluntarily terminates his employment\nfor any reason other than death or disability, Mr. Ran will forfeit that portion of the Restricted Shares which have not previously\nvested.\n\n \n\nWe\ndo not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation at certain times. We do\nnot grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price\nof our common stock, and do not time the public release of such information based on award grant dates. The timing of any equity grants\nto executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied to the event giving\nrise to the award (such as an executive officer’s commencement of employment or promotion effective date).\n\n \n\nDuring\nthe year ended December 31, 2025, there were no equity grants made to our executive officers during any period beginning four business\ndays before the filing of a periodic report or current report disclosing material non-public information and ending one business day\nafter the filing or furnishing of such report with the Securities and Exchange Commission, that were likely to result in changes to the\nprice of our common stock, and do not time the public release of such information based on award grant dates.\n\n \n\n**Pay\nVersus Performance Table**\n\n** **\n\nAs\nrequired by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are\nproviding the following information about the relationship between executive compensation actually paid to our Chief Executive Officer\nand our other Named Executive Officer and certain financial performance of the Company for each of the fiscal years ended December 31,\n2025, 2024 and 2023.\n\n \n\nFiscal Year \n\n**Summary\nCompensation**\n\n**Table Total\nfor CEO**\n  \n\n**Compensation\nActually Paid to CEO** **(1)**\n  \n\n**Summary**\n\n**Compensation Table Total**\n\n**for Other**\n\nNEOs\n\n**NEOs Total Compensation Amount**\n  \n\n**Compensation\nActually Paid to Other**\n\n**NEOs**\n**(1)**\n\nCompensation Actually Paid to Other NEOs\n  \n\n**Value of\nInitial Fixed $100**\n\n**Investment Based on**\n\n**Total\nShareholder\nReturn**\n  \nNet\n\nIncome \n\n2025 \n$406,785  \n$406,785  \n$250,545  \n$250,545  \n$113  \n$5,110,977 \n\n2024 \n$445,875  \n$445,875  \n$227,545  \n$227,545  \n$124  \n$5,590,936 \n\n2023 \n$528,751  \n$528,751  \n$247,090  \n$247,090  \n$102  \n$5,476,171 \n\n \n\n(1)\nAmounts\nrepresent compensation actually paid to Mr. Assaf Ran, our Chief Executive Officer, and to Ms. Vanessa Kao, our Chief Financial Officer.\nNo awards were granted to our Chief Executive Officers and our Chief Financial Officer during each of the fiscal years ended December\n31, 2025, 2024 and 2023. See “Executive Compensation – Summary Compensation Table” for certain other compensation\nof our Chief Executive Officer and our Chief Financial Officer for each applicable fiscal year.\n\n \n\n \n\n(1)\nAmounts\nrepresent compensation actually paid to Mr. Assaf Ran, our Chief Executive Officer, and to Ms. Vanessa Kao, our Chief Financial Officer.\nNo awards were granted to our Chief Executive Officers and our Chief Financial Officer during each of the fiscal years ended December\n31, 2025, 2024 and 2023. See “Executive Compensation – Summary Compensation Table” for certain other compensation\nof our Chief Executive Officer and our Chief Financial Officer for each applicable fiscal year.\n\n \n\n \n\n \n\n \n\nCompensation\nactually paid to our Chief Executive Officer represents the total compensation reported in the Summary Compensation Table for the applicable\nfiscal year, as adjusted as follows:\n\n \n\nAdjustments to Determine Compensation “Actually Paid” to our Chief Executive Officer \n2025  \n2024  \n2023 \n\nTotal Compensation in the Summary Compensation Table \n$406,785  \n$445,875  \n$528,751 \n\nDeduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table \n 0  \n 0  \n 0 \n\nDeduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table \n 0  \n 0  \n 0 \n\nIncrease for Fair Value of Awards Granted During Fiscal Year that Remain Unvested as of Year End, Determined as of Applicable Fiscal Year End(1) \n 0  \n 0  \n 0 \n\nIncrease for Fair Value of Awards Granted During Fiscal Year that Vested during Applicable Fiscal Year, Determined as of Vesting Date(1) \n 0  \n 0  \n 0 \n\nIncrease/deduction for Awards Granted During Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End \n 0  \n 0  \n 0 \n\nIncrease/deduction for Awards Granted During Prior Fiscal Year that Vested During Applicable Fiscal Year \n 0  \n 0  \n 0 \n\nTotal Adjustments \n 0  \n 0  \n 0 \n\nCompensation Actually Paid to the CEO \n$406,785  \n$445,875  \n$528,751 \n\n \n\n(1)\nNo\nawards were granted to our Chief Executive Officer during each of the fiscal years ended December 31, 2025, 2024 and 2023.\n\n \n\n \n\nAdjustments to Determine Compensation “Actually Paid” to our Other Named Executive Officers \n2025  \n2024  \n\n** **\n\n**2023**\n \n\nTotal Compensation in the Summary Compensation Table \n$250,545  \n$227,545  \n$247,090 \n\nDeduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table \n 0  \n 0  \n 0 \n\nDeduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table \n 0  \n 0  \n 0 \n\nIncrease for Fair Value of Awards Granted During Fiscal Year that Remain Unvested as of Year End, Determined as of Applicable Fiscal Year End(2) \n 0  \n 0  \n 0 \n\nIncrease for Fair Value of Awards Granted During Fiscal Year that Vested during Applicable Fiscal Year, Determined as of Vesting Date(2) \n 0  \n 0  \n 0 \n\nIncrease/deduction for Awards Granted During Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End \n 0  \n 0  \n 0 \n\nIncrease/deduction for Awards Granted During Prior Fiscal Year that Vested During Applicable Fiscal Year \n 0  \n 0  \n 0 \n\nTotal Adjustments \n 0  \n 0  \n 0 \n\nCompensation Actually Paid to our other Named Executive Officers \n$250,545  \n$227,545  \n$247,090 \n\n \n\n(2)\nNo\nawards were granted to our other Named Executive Officers during each of the fiscal years ended December 31, 2025, 2024 and 2023.\n\n \n\n \n\n \n\n \n\n**Relationship\nBetween Financial Performance Measures**\n\n \n\nThe\nrelationships between the compensation actually paid to our Chief Executive Officer and the compensation actually paid to our other NEOs,\nwith (i) our cumulative total shareholder return (“TSR”), and (ii) our net income (loss), in each case, for the fiscal years\nended December 31, 2025, 2024 and 2023 are described as follows:\n\n \n\nFrom\n2024 to 2025, the compensation actually paid to our Chief Executive Officer decreased by approximately 8.8%, from $445,875 to $406,785,\nwhile the compensation actually paid to our Chief Financial Officer increased by approximately 10.1%, from $227,545 to $250,545. In June\n2024, the Compensation Committee approved an increase in Mr. Ran’s annual base salary from $350,000 to $380,000, and an increase\nin Ms. Kao’s annual base salary from $170,000 to $185,000; the 2025 figures reflect the first full fiscal year at these adjusted\nsalary levels. In addition, for 2025, Mr. Ran voluntarily agreed to forgo $14,615 of base salary for the period from December 18, 2025\nthrough December 31, 2025, and Ms. Kao received an annual bonus of $52,000.\n\n \n\nDuring\nthis period, the Company’s annual total TSR decreased from 21.9% in 2024 to (8.8%) in 2025. The Company’s cumulative TSR\nfor the two-year period ended December 31, 2025 was 11.3%. Net income decreased by approximately 8.6%, from approximately $5,591,000\nin 2024 to $5,111,000 in 2025, primarily due to lower interest income reflecting a slowdown in new loan originations, partially offset\nby lower interest expense.\n\n \n\nFrom\n2023 to 2024, the compensation actually paid to our Chief Executive Officer decreased by approximately 15.7%, from $528,751 to $445,875,\nwhile the compensation actually paid to our Chief Financial Officer decreased by approximately 7.9%, from $247,090 to $227,545. In June\n2024, the Compensation Committee approved an increase in Mr. Ran’s annual base salary from $350,000 to $380,000, and an increase\nin Ms. Kao’s annual base salary from $170,000 to $185,000. In addition, Mr. Ran received an annual bonus of $30,000 in 2024, and\nMs. Kao received an annual bonus of $37,500. In 2023, Mr. Ran received a special bonus of $60,000 and an annual bonus of $70,000, and\nMs. Kao received a special bonus of $30,000 and an annual bonus of $35,000.\n\n \n\nDuring\nthis period, the Company’s annual TSR increased from 1.7% in 2023 to 21.9% in 2024. The Company’s cumulative TSR for the\ntwo-year period ended December 31, 2024 was 24.0%. Net income increased by approximately 2.1%, from approximately $5,476,000 in 2023\nto $5,591,000 in 2024, primarily due to lower interest expense, partially offset by a decrease in origination fees.\n\n \n\n \n\n \n\n \n\n**Certain\nRelationships and Related Transactions**\n\n \n\nExcept\nfor the compensation arrangements, no director, executive officer, principal stockholder holding at least 5% of our Common Shares, or\nany family member thereof, had or will have any material interest, direct or indirect, in any transaction, or proposed transaction, during\nthe year 2025 in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of our total\nassets at the end of 2025.\n\n \n\n**Security\nOwnership of Certain Beneficial Owners**\n\n \n\nThe\nfollowing table, together with the accompanying footnotes, sets forth information, as of the Record Date, regarding the beneficial ownership\nof our common shares by all persons known by us to beneficially own more than 5% of our outstanding common shares, each Named Executive,\neach director, and all of our directors and executive officers as a group:\n\n \n\nName of Beneficial Owner \nAmount of\n\nBeneficial\n\nOwnership (1)  \n\n**Percentage of**\n\n**Class**\n \n\n  \n   \n  \n\nExecutive Officers and Directors \n    \n   \n\nAssaf Ran (2) \n 2,610,000  \n 22.8%\n\nVanessa Kao \n 8,236  \n * \n\nMichael Jackson \n 41,344  \n * \n\nEran Goldshmit \n 10,978  \n * \n\nLyron Bentovim  \n 41,044  \n * \n\nPhillip Michals  \n 101,058  \n * \n\nAll executive officers and directors as a group (6 persons) \n 2,812,660  \n 24.6%\n\n \n\n*\nLess than 1%\n\n \n\n(1)\nA\nperson is deemed to be a beneficial owner of securities that can be acquired by such person within 60 days from the Record Date upon\nthe exercise of options and warrants or conversion of convertible securities. Each beneficial owner’s percentage ownership\nis determined by assuming that options, warrants and convertible securities that are held by such person (but not held by any other\nperson) and that are exercisable or convertible within 60 days from the Record Date have been exercised or converted. Except as otherwise\nindicated, and subject to applicable community property and similar laws, each of the persons named has sole voting and investment\npower with respect to the shares shown as beneficially owned. All percentages are determined based on 11,429,351 shares outstanding\non the Record Date.\n\n \n \n\n(2)\nIncludes\n1,000,000 Restricted Shares granted to Mr. Ran on September 9, 2011, which was approved by shareholders at our 2011 annual meeting\nof shareholders. Mr. Ran may not sell, convey, transfer, pledge, encumber or otherwise dispose of the Restricted Shares until the\nearliest to occur of the following: (i) September 9, 2026, with respect to 1/3 of the Restricted Shares, September 9, 2027 with respect\nto an additional 1/3 of the Restricted Shares and September 9, 2028 with respect to the final 1/3 of the Restricted Shares; (ii)\nthe date on which Mr. Ran’s employment is terminated by us for any reason other than for “Cause;” or (iii) on a\nRisk Termination Date. If at any time prior to a Risk Termination Date Mr. Ran’s employment is terminated by us for Cause or\nMr. Ran voluntarily terminates his employment for any reason other than death or disability, Mr. Ran will forfeit that portion of\nthe Restricted Shares which have not previously vested. Also includes 1,383,000 shares of common stock directly owned by Ran &\nRan of NY Inc., which is currently wholly owned by Mr. Ran. Mr. Ran’s address is c/o Manhattan Bridge Capital, Inc., 60 Cutter\nMill Road, Suite 205, Great Neck, New York 11021.\n\n \n\n \n\n \n\n** **\n\n**Independent\nRegistered Public Accounting Firm Fees and Other Matters**\n\n \n\nThe\naggregate fees billed by our principal accounting firm, H&L, for the fiscal years ended December 31, 2025, and 2024 are as follows:\n\n \n\n*(a)\nAudit Fees*\n\n \n\n*2025*\n\n \n\nThe\naggregate fees incurred during 2025 for our principal accountant were $73,500, covering the audit of our annual financial statements\nand the review of our financial statements for the first, second and third quarters of 2025.\n\n \n\n*2024*\n\n \n\nThe\naggregate fees incurred during 2024 for our principal accountant were $71,750, covering the audit of our annual financial statements\nand the review of our financial statements for the first, second and third quarters of 2024.\n\n \n\n*(b)\nAudit-Related Fees*\n\n \n\nThere\nwere no audit-related fees billed by our principal accountant during 2025 or 2024.\n\n \n\n*(c)\nTax Fees*\n\n \n\nThere\nwere no tax fees billed by our principal accountant during 2025 or 2024.\n\n \n\n*(d)\nAll Other Fees*\n\n \n\nNo\nother fees, beyond those disclosed above, were billed during 2025 or 2024 except that we were billed $1,500 in 2024 by our principal\naccountant for services rendered in connection with our Registration Statement on Form S-3.\n\n \n\n**Audit\nCommittee Pre-Approval, Policies and Procedures**\n\n \n\nOur\nAudit Committee approved the engagement with Hoberman & Lesser CPAs, LLP. These services were pre-approved by our Audit Committee\nto assure that such services do not impair the auditor’s independence from us.\n\n \n\n \n\n \n\n** **\n\n**MISCELLANEOUS**\n\n \n\n**Other\nMatters**\n\n \n\nManagement\nknows of no matter other than the foregoing to be brought before the Annual Meeting, but if such other matters properly come before the\nmeeting, or any adjournment thereof, the persons named in the accompanying form of proxy will vote such proxy on such matters in accordance\nwith their best judgment.\n\n \n\n**Solicitation\nof Proxies**\n\n \n\nThe\naccompanying proxy is solicited by and on behalf of our Board, whose notice of meeting is attached to this Proxy Statement, and the entire\ncost of the solicitation of proxies will be borne by us. Proxies may be solicited by directors, officers and regular employees of ours,\nwithout extra compensation, by telephone, telegraph, mail or personal interview. Solicitation is not to be made by specifically engaged\nemployees or paid solicitors. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials\nto the beneficial owners of shares held of record by such brokers, nominees, custodians and other fiduciaries. We will also reimburse\nbrokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses for sending proxies and proxy material\nto the beneficial owners of our Common Shares.\n\n \n\n**Shareholder\nProposals for the 2027 Annual Meeting of Shareholders**\n\n \n\nShareholders\nwho intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2027 annual meeting of shareholders\n(the “2027 Annual Meeting”), must comply with Rule 14a-8 under the Exchange Act and any other applicable rules. Rule 14a-8\nrequires that shareholder proposals be delivered to our principal executive offices no later than 120 days before the one-year anniversary\nof the release date of the previous year’s annual meeting proxy statement. Accordingly, if you wish to submit a proposal to be\nconsidered for inclusion in the proxy statement for our 2027 Annual Meeting, you must submit the proposal to our Secretary at our offices\nat 60 Cutter Mill Road, Suite 205, Great Neck, NY 11021, in writing not later than January 8, 2027. Shareholders who wish to present\na proposal at our next annual meeting of stockholders without the inclusion of such proposal in our proxy materials must advise our Secretary\nof such proposals in writing by March 24, 2027. In addition to satisfying the foregoing requirements, to comply with the universal proxy\nrules, shareholders who intend to solicit proxies in support of director nominees other than management’s nominees must provide\nnotice that sets forth the information required by Rule 14a-19 under the Exchange Act.\n\n \n\n**Householding\nof Annual Meeting Materials**\n\n \n\nSome\nbanks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and\nannual reports. This means that only one copy of our proxy statement or annual report to shareholders may have been sent to multiple\nshareholders in your household. We will promptly deliver a separate copy of either document to you if you call or write us at the following\naddress or phone number: 60 Cutter Mill Road, Suite 205, Great Neck, NY 11021, (516) 444-3400. If you want to receive separate copies\nof the proxy statement and annual report to shareholders in the future or if you are receiving multiple copies and would like to receive\nonly one copy for your household, you should contact your bank, broker, or other nominee record holders, or you may contact us at the\nabove address and phone number.\n\n \n\nCertain\ninformation contained in this Proxy Statement relating to the occupations and security holdings of our directors and officers is based\nupon information received from the individual directors and officers.\n\n \n\n \n\n \n\n \n\n**WE\nWILL FURNISH, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025, INCLUDING FINANCIAL STATEMENTS\nAND SCHEDULES THERETO, BUT NOT INCLUDING EXHIBITS, TO EACH OF OUR SHAREHOLDERS OF RECORD ON THE RECORD DATE AND TO EACH BENEFICIAL SHAREHOLDER\nON THAT DATE UPON WRITTEN REQUEST MADE TO OUR SECRETARY. A REASONABLE FEE WILL BE CHARGED FOR COPIES OF REQUESTED EXHIBITS.**\n\n \n\n**PLEASE\nDATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD\nWILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.**\n\n \n\n**EVERY\nSHAREHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE ANNUAL MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY\nIN THE ENCLOSED BUSINESS REPLY ENVELOPE.**\n\n \n\n \nBy order of\nthe Board of Directors\n\n \n \n\n \n**\n\n \nVanessa Kao\n\n \n*Secretary*\n\n \n\nGreat\nNeck, New York\n\nMay\n8, 2026"}