Alpha Tau Medical Ltd 6-K, filed Sep 27, 2023
Alpha Tau Medical Ltd. (DRTS)
About this 6-K
Alpha Tau Medical Ltd filed this 6-K on September 27, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File Number: 001-41316
Alpha Tau Medical Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Kiryat HaMada St. 5
Jerusalem, Israel 9777605
+972 (3) 577-4115
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
Alpha Tau Medical Ltd. (the “Company”) hereby furnishes the following documents:
| (i) | notice and proxy statement with respect to the Company’s annual general meeting of shareholders (the “Meeting”) to be held at 11:00 a.m. (Israel time), on November 1, 2023, at the Company’s headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel, describing proposals to be voted upon at the Meeting, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting; and |
| (ii) | a proxy card for use in connection with the Meeting. |
The proxy statement is furnished with this report of foreign private issuer on Form 6-K (this “Form 6-K”) as Exhibit 99.1 and the proxy card is furnished with this Form 6-K as Exhibits 99.2 and 99.3.
This Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-271073, 333-264306 and 333-274457) and Form S-8 (File Nos. 333-264169 and 333-270406).
1
EXHIBIT INDEX
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Alpha Tau Medical Ltd. | ||
| Date: September 27, 2023 | By: | /s/ Uzi Sofer |
| Uzi Sofer | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
September 27, 2023
Dear Alpha Tau Medical Ltd. Shareholders:
We cordially invite you to attend the annual general meeting of shareholders of Alpha Tau Medical Ltd. (the “Meeting”), to be held on November 1, 2023, at 11:00 a.m., Israel time, at our headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel.
The Company’s notice of the Meeting, as published on September 27, 2023, and the proxy statement appearing on the following pages, describe in detail the matters to be acted upon at the Meeting.
At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. Our board of directors recommends that you vote FOR each of the proposals listed in the Notice.
Only shareholders of record at the close of business on September 26, 2023 are entitled to notice of and to vote at the Meeting or any postponement or adjournment thereof.
Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting or any postponement or adjournment thereof. Accordingly, after reading the enclosed Notice of Annual General Meeting of Shareholders and the accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided, or vote by telephone or over the Internet in accordance with the instructions on your proxy card or voting instruction form, as applicable.
We look forward to greeting as many of you as can attend the Meeting.
| Sincerely, | |
| /s/ Uzi Sofer | |
| Chairman of the Board of Directors and Chief Executive Officer |
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5 Jerusalem 9777605, Israel
Notice of Annual General Meeting of Shareholders
To be Held on November 1, 2023
Dear Alpha Tau Medical Ltd. Shareholders:
We cordially invite you to attend the annual general meeting of shareholders (the “Meeting”) of Alpha Tau Medical Ltd. (the “Company”), to be held on November 1, 2023, at 11:00 a.m. (Israel time), at our headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel. The telephone number at that address is +972 (3) 577-4115.
The following matters are on the agenda for the Meeting:
| (1) | To re-elect each of David Milch and Ruth Alon as Class II directors, to hold office until the close of the Company’s Annual General Meeting of Shareholders in 2026, and until their respective successors are duly elected and qualified, or until their respective offices are vacated in accordance with our Amended and Restated Articles of Association or the Companies Law; and |
| (2) | To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and until the Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors. |
In addition to considering and voting on the foregoing proposals (the “Proposals”), members of the Company’s management will be available at the Meeting to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2022.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on September 26, 2023, in person or if you otherwise hold Company shares through a broker, trustee or other nominee at such time, or which appear in the participant listing of a securities depository on that date.
You can vote your ordinary shares (“Shares”) by attending the Meeting or by completing and signing the proxy card to be distributed with the proxy statement. If you hold Shares through a bank, broker or other nominee (i.e., in “street name”) which is one of our shareholders of record at the close of business on September 26, 2023, or which appears in the participant listing of a securities depository on that date, you must follow the instructions included in the voting instruction form you receive from your bank, broker or nominee, and you may also be able to submit voting instructions to your bank, broker or nominee by phone or via the Internet. Please be certain to have your control number from your voting instruction form ready for use in providing your voting instructions. If you hold your Shares in “street name,” you must obtain a legal proxy from the record holder to enable you to participate in and to vote your Shares at the Meeting (or to appoint a proxy to do so).
2
Our board of directors unanimously recommends that you vote “FOR” each of the above Proposals, which are described in the accompanying proxy statement.
The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting power of our Shares constitutes a quorum for purposes of the Meeting. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week (to the same day, time and place or to a specified day, time and place). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their Shares) will constitute a quorum.
Section 66(b) of the Israeli Companies Law, 5759-1999 allows shareholders who hold at least 1% of our outstanding Shares to submit a request to include a proposal on the agenda of a general meeting of our shareholders. Such request made by an eligible shareholder must be received by us no later than October 4, 2023. A copy of the proxy statement (which includes the full version of the proposed resolutions) and a proxy card is being distributed to shareholders and also furnished to the U.S. Securities and Exchange Commission, under cover of Form 6-K. Shareholders are also able to review the proxy statement at the “Investors” portion of our website https://www.alphatau.com or at our headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel, upon prior notice and during regular working hours (telephone number: +972 (3) 577-4115) until the date of the Meeting.
The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for the approval of each Proposal.
Whether or not you plan to attend the Meeting, it is important that your Shares be represented and voted at the Meeting. Accordingly, after reading the Notice of Annual General Meeting of Shareholders and the Proxy Statement, please sign, date and mail the proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. If voting by mail, the proxy card must be received by no later than 11:59 p.m. (EDT) on October 31, 2023 to be validly included in the tally of Shares voted at the Meeting. Detailed proxy voting instructions will be provided both in the proxy statement and in the proxy card.
| By Order of the Board of Directors | |
| /s/ Uzi Sofer | |
| Chairperson of the Board of Directors and Chief Executive Officer |
Dated: September 27, 2023
3
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5 Jerusalem 9777605, Israel
Proxy Statement
Annual General Meeting of Shareholders
To Be Held on November 1, 2023
This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board”) of Alpha Tau Medical Ltd. (the “Company” or “Alpha Tau”) to be voted at the 2023 annual general meeting of shareholders (the “Meeting”), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held on November 1, 2023, at 11:00 a.m. (Israel time), at our headquarters at 5 Kiryat Hamada St., Jerusalem, 9777605, Israel.
This proxy statement, the attached notice of annual general meeting of shareholders and the enclosed proxy card or voting instruction form, as applicable, are being made available to holders of our ordinary shares (“Shares”) on September 26, 2023 (the “Record Date”).
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on September 26, 2023, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date. You can vote your Shares by attending the Meeting or by following the instructions under “How You Can Vote” below. Our Board urges you to vote your Shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.
Agenda Items
The following matters are on the agenda for the Meeting:
| (1) | To re-elect each of David Milch and Ruth Alon as Class II directors, to hold office until the close of the Company’s Annual General Meeting of Shareholders in 2026 (the “2026 Meeting”), and until their respective successors are duly elected and qualified, or until their respective offices are vacated in accordance with our Amended and Restated Articles of Association or the Companies Law; and |
| (2) | To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and until the Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors. |
In addition to considering and voting on the foregoing proposals (the “Proposals”), members of the Company’s management will be available at the Meeting to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2022.
We are not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment.
4
Board Recommendations
Our Board unanimously recommends that you vote “FOR” each of the above Proposals.
Quorum and Adjournment
On September 26, 2023, we had a total of 69,472,226 Shares issued and outstanding. Each Share outstanding as of the close of business on September 26, 2023, is entitled to one vote on each of the Proposals to be presented at the Meeting. Under our Amended and Restated Articles of Association (the “Articles”), the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they hold, in the aggregate, Shares representing at least 25% of our voting power. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week (to the same day, time and place or to a specified day, time and place). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their Shares) will constitute a quorum.
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding Shares for a beneficial owner attends the shareholder meeting but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers that hold Shares in “street name” for clients (as described below) typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. The only item on the Meeting agenda that may be considered routine is Proposal No. 2 relating to the reappointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; however, we cannot be certain whether this will be treated as a routine matter since our proxy statement is prepared in compliance with the Israeli Companies Law 5759-1999 (the “Companies Law”), rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds Shares through a bank or broker to instruct its bank or broker how to vote its Shares, if the shareholder wants its Shares to count for the proposals set forth in this proxy statement.
Vote Required for Approval of Each of the Proposals
The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the Proposals set forth in this proxy statement.
Apart from for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.
On each matter submitted to the shareholders for consideration at the Meeting, only Shares that are duly voted on such matter will be counted toward determining whether shareholders approved the matter. Shares present at the Meeting that are not duly voted on a particular matter (including broker non-votes) will not be counted in determining whether such matter is approved by shareholders.
Each Share is entitled to one vote on each Proposal or item that comes before the Meeting. If two or more persons are registered as joint owners of any Share, the right to vote at the Meeting for the Meeting shall be conferred exclusively upon the more senior among the joint owners attending the Meeting in person or by proxy. For this purpose, seniority shall be determined by the order in which the names appear in the Company’s share register.
5
How You Can Vote
You can vote either in person at the Meeting or by authorizing another person as your proxy, whether or not you attend the Meeting. You may vote in any of the manners below:
| ● | By Internet - If you are a shareholder of record as of the Record Date, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and submitting a proxy by following the on-screen prompts. If you hold Shares in “street name,” and if the brokerage firm, bank or other similar nominee that holds your Shares offers Internet voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit your proxy over the Internet; | |
| ● | By Telephone - If you are a shareholder of record as of the Record Date, you can submit a proxy by telephone by calling the toll-free number listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and following the prompts. If you hold Shares in “street name,” and if the brokerage firm, bank or other similar organization that holds your Shares offers telephone voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit a proxy by telephone; or | |
| ● | By Mail - If you are a shareholder of record as of the Record Date, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelope provided. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity. If you hold Shares in “street name,” you have the right to direct your brokerage firm, bank or other similar organization on how to vote your Shares, and the brokerage firm, bank or other similar organization is required to vote your Shares in accordance with your instructions. To provide instructions to your brokerage firm, bank or other similar organization by mail, please complete, date, sign and return your voting instruction form in the postage-paid envelope provided by your brokerage firm, bank or other similar organization. |
Even if you plan to attend the Meeting, the Company recommends that you vote your Shares in advance so that your vote will be counted if you later decide not to attend the Meeting.
Registered Holders
If you are a shareholder of record as of the Record Date whose Shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you can also vote your Shares by attending the Meeting or by completing and signing a proxy card. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed as proxies on the proxy card or to vote in person at the Meeting. Please follow the instructions on the proxy card. You may change your mind and cancel your proxy card by sending us a written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting. We will not be able to count a proxy card from a registered holder unless we receive it at our headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel, or Continental Stock Transfer & Trust Company receives it in the enclosed envelope no later than 11:59 p.m. (EDT) on October 31, 2023.
If you provide specific instructions (by clearly marking a box) with regard to the proposals set forth in this proxy statement, your Shares will be voted as you instruct. If you sign and return your proxy card or voting instruction form without giving clear and specific instructions, your Shares will be voted in favor of each proposal in accordance with the recommendation of the Board. The persons named as proxies in the enclosed proxy card will vote in their discretion on any other matters that properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of our Articles.
6
Beneficial Owners
If you are a beneficial owner of Shares held in a brokerage account or by a trustee or nominee, these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invited to attend the Meeting.
Because a beneficial owner is not a shareholder of record, you may not vote those Shares directly at the Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your Shares, giving you the right to vote the Shares at the Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your Shares.
Who Can Vote
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on September 26, 2023, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.
Revocation of Proxies
Shareholders of record may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof by filing with us a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. A shareholder who holds Shares in “street name” should follow the directions of, or contact, the bank, broker or nominee if he, she or it desires to revoke or modify previously submitted voting instructions.
Solicitation of Proxies
Proxies are being distributed to shareholders on or about September 27, 2023. Certain officers, directors, employees and agents of the Company may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Shares.
Voting Results
The final voting results will be tallied by the Company based on the information provided by Continental Stock Transfer & Trust Company or otherwise, and the overall results of the Meeting will be published following the Meeting in a report of foreign private issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission (the “SEC”).
Availability of Proxy Materials
Copies of the proxy card, the notice of the Meeting and this proxy statement are available at the “Investors” portion of our website, https://www.alphatau.com/. The contents of that website are not incorporated by reference into this proxy statement.
Assistance in Voting your Shares
If you have questions about how to vote your Shares, you may contact Investor Relations at IR@AlphaTau.com.
7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of Shares beneficially owned by all persons known by us to beneficially own more than 5% of our Shares, as of the dates specified below, based on public filings or information provided to us by such shareholders. The percentage of shares beneficially owned is based on 69,472,226 Shares outstanding as of September 26, 2023.
| Percentage of | ||||||||
| Amount and Nature of | Outstanding | |||||||
| Name of Beneficial Owner | Beneficial Ownership | Shares | ||||||
| All 5% or Greater Shareholders Directors and Named Executive Officers | ||||||||
| Uzi Sofer(1) | 12,164,854 | 17.5 | % | |||||
| Raphi Levy(2) | 793,396 | 1.1 | % | |||||
| Itzhak Kelson(3) | 1,518,437 | 2.2 | % | |||||
| Yona Keisari (4) | 693,410 | 1.0 | % | |||||
| Robert Den(5) | 583,541 | * | ||||||
| Amnon Gat(6) | 675,229 | * | ||||||
| Ronen Segal(7) | 459,896 | * | ||||||
| Peter Melnyk(8) | 210,711 | * | ||||||
| Michael Avruch(9) | 1,699,081 | 2.4 | % | |||||
| Ruth Alon (10) | 12,149 | * | ||||||
| S. Morry Blumenfeld(11) | 203,375 | * | ||||||
| Meir Jakobsohn(12) | 3,155,478 | 4.5 | % | |||||
| Alan Adler(13) | 95,313 | * | ||||||
| David Milch(14) | 494,899 | * | ||||||
| Althera Medical Ltd.(15) | 10,219,771 | 14.7 | % | |||||
| All executive officers and directors as a group (14 persons) | 22,759,769 | 32.8 | % | |||||
| * | Less than one percent (1%) of our outstanding Shares. |
| (1) | Consists of (i) 11,515,314 Shares and (ii) 649,540 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023. |
| (2) | Consists of 793,396 Shares subject to RSUs or options, which are exercisable within 60 days of September 26, 2023. |
| (3) | Consists of (i) 725,365 Shares held directly by Mr. Kelson, (ii) 603,151 Shares held by Mr. Kelson’s domestic partner and (iii) 189,921 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023. |
| (4) | Consists of (i) 503,489 Shares and (ii) 189,921 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023. |
| (5) | Consists of 583,541 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023. |
| (6) | Consists of (i) 68,475 Shares, (ii) warrants to purchase 7,529 Shares, which are exercisable within 60 days of September 26, 2023 and (iv) 675,229 Shares subject to RSUs or options, which are exercisable within 60 days of September 26, 2023. |
8
| (7) | Consists of 459,896 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023. |
| (8) | Consists of 210,711 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023. |
| (9) | Consists of (i) 1,196,574 Shares held directly by Mr. Avruch, (ii) 321,020 Shares held by Mr. Avruch’s spouse, (iii) 149,631 Shares subject to RSUs or options granted to Mr. Avruch, which are exercisable within 60 days of September 26, 2023 and (iv) 31,856 warrants to purchase Shares held by Mr. Avruch’s spouse, which are exercisable within 60 days of September 26, 2023. |
| (10) | Consists of 12,149 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023. |
| (11) | Consists of (i) 47,086 Shares, (ii) warrants to purchase 6,658 Shares, which are exercisable within 60 days of September 26, 2023, and (iii) 149,631 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023. |
| (12) | Consists of (i) 2,731,997 Shares held by Medison Biotech (1996) Ltd. (“Medison Biotech”), (ii) warrants to purchase 190,850 Shares held by Medison Biotech, which are exercisable within 60 days of September 26, 2023, (iii) 8,000 Shares held by Tzalir Pharma Ltd. (“Tzalir Pharma”), (iv) 75,000 Shares held by Mr. Jakobsohn, and (v) 149,631 Shares subject to RSUs or options granted directly to Mr. Jakobsohn, which are exercisable within 60 days of September 26, 2023. Mr. Jakobsohn is the majority controlling owner of Medison Pharma Group Ltd., which is the sole owner of Medison Biotech and as such has voting and investment discretion with respect to the Shares and warrants held of record by the Medison Biotech and may be deemed to have beneficial ownership of the Shares and warrants held directly by Medison Biotech. Mr. Jakobsohn is the majority controlling owner of Tzalir Pharma and may be deemed to have beneficial ownership of the Shares held directly by Tzalir Pharma. |
| (13) | Consists of 95,313 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023. |
| (14) | Includes (i) 12,149 Shares subject to RSUs or options exercisable within 60 days of September 26, 2023, (ii) 288,800 Shares held by Healthcare Capital Sponsor LLC (the “Sponsor”) and (iii) 193,950 warrants to purchase Shares held by the Sponsor. David M. Milch is the manager of the Sponsor, and as such has voting and investment discretion with respect to the Shares and warrants held of record by the Sponsor and may be deemed to have beneficial ownership of the Shares and warrants held directly by the Sponsor. However, Dr. Milch disclaims any beneficial ownership of the reported Shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| (15) | Althera Medical Ltd. (“Althera”) is under voluntary liquidation. Adv. Zvi Chowers of Glusman, Chowers, Lahat & Co., was appointed by the shareholders of Althera to serve as Althera’s liquidator. In such capacity, Adv. Chowers holds the signature rights on behalf of Althera. Upon completion of Althera’s liquidation process, all of its available assets (including its holdings in our Shares), will be distributed to the shareholders of Althera in accordance with the provisions of Althera’s Articles of Association, and the distribution process and preference detailed therein. |
9
COMPENSATION OF EXECUTIVE OFFICERS
For information concerning the annual compensation earned during fiscal year ended December 31, 2022 by our five (5) most highly compensated executive officers see Item 6.B. “Director, Senior Management and Employees - Compensation” of our Annual Report on Form 20-F for the year ended December 31, 2022, as filed with the SEC on March 9, 2023, and amended on March 23, 2023 (the “Annual Report”), a copy of which is available on our website at https://www.alphatau.com/sec-filings.
CORPORATE GOVERNANCE
Overview
Alpha Tau is committed to effective corporate governance and independent oversight by our Board. Our programs and policies are informed by engagement with our shareholders as well as a guiding principle that the Board is accountable for representing the best interests of our shareholders, accomplished primarily through independence, diversity of experience and engagement with shareholders and other key constituents.
Our Articles provide that we may have no fewer than three (3) and no more than eleven (11) directors, as may be fixed from time to time by the Board. Upon the close of the Meeting, and subject to each of David Milch and Ruth Alon’s re-election as Class II directors at the Meeting, our Board will consist of seven (7) directors, including Alan Adler, S. Morry Blumenfeld, David Milch, Ruth Alon, Michael Avruch, Meir Jakobsohn and Uzi Sofer. Five (5) of our non-executive directors, Alan Adler, S. Morry Blumenfeld, David Milch, Ruth Alon and Meir Jakobsohn, are independent under the Nasdaq corporate governance rules that require, among other things, that a majority of our directors be independent.
Our directors are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire Board. At each annual general meeting of our shareholders, the term of office of only one class of directors expires. The election or re-election of such class of directors is for a term of office that expires as of the date of the third annual general meeting following such election or re-election. Each director holds office until the annual general meeting of our shareholders in which his or her term expires, unless he or she is removed by a vote of 65% of the total voting power of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our Articles.
Corporate Governance Practices
Below, we summarize the key governance practices and policies that our Board believes help advance our goals and protect the interests of our shareholders, including:
| What we do | |||
| ✔ | Emphasize pay-for-performance with annual incentive bonuses being subject to the attainment of objective pre-established performance measures | ✔ | Cap cash bonus payments and annual equity based compensation |
| ✔ | Set annual incentive targets to our chief executive officer based on objective performance measures | ✔ | Regularly review the executive compensation and peer group data |
| ✔ | Maintain a majority independent Board | ✔ | Offer equity and cash compensation which we believe appropriately incentivizes our executive officers to deliver both short-term and long-term shareholder value |
| ✔ | Maintain entirely independent Board committees | ||
For more information regarding our Board, its committees and our corporate governance practices, see Item 6.C. “Directors, Senior Management and Employees—Board Practices” of our Annual Report.
10
PROPOSAL 1
RE-ELECTION OF DIRECTORS
Background
Our Board currently has seven directors and is divided into three classes with staggered three-year terms as follows:
| ● | the Class I directors are Alan Adler and S. Morry Blumenfeld, and their terms will expire at our annual general meeting of shareholders to be held in 2025; | |
| ● | the Class II directors are David Milch and Ruth Alon, and their terms will expire at the Meeting; and | |
| ● | the Class III directors are Michael Avruch, Meir Jakobsohn and Uzi Sofer, and their terms will expire at our annual meeting of shareholders to be held in 2024. |
At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will be for a term of office that expires on the date of the third annual general meeting following such election or re-election.
At the Meeting, shareholders will be asked to re-elect David Milch and Ruth Alon who each qualify as an independent director under the listing standards of the Nasdaq. Dr. Milch serves as a member of our audit, compensation and nominating and governance committees. Ms. Alon serves as a member of our audit committee.
If re-elected at the Meeting, each of Dr. Milch and Ms. Alon will serve until the 2026 Meeting, and until their respective successors have been duly elected and qualified, or until their respective offices are vacated in accordance with our Articles or the Companies Law.
In accordance with the Companies Law, each of Dr. Milch and Ms. Alon has certified to us that they meet all the requirements of the Companies Law for election as a director of a public company, and possesses the necessary qualifications and has sufficient time to fulfill their duties as a director of the Company, taking into account the size and special needs of the Company.
During 2022, each of the directors standing for re-election at the Meeting attended at least 80% of our Board meetings.
The nominating and governance committee of our Board recommended that each of Dr. Milch and Ms. Alon be re-elected at the Meeting as a Class II director for a term to expire at the 2026 Meeting, and until their respective successors have been duly elected and qualified, or until their respective offices are vacated in accordance with our Articles or the Companies Law. Our Board unanimously approved this recommendation.
Biographical information concerning Dr. Milch and Ms. Alon is set forth below:
David M. Milch, M.D. has served as a member of our board of directors since March 2022. Dr. Milch has been a self-employed independent investor in the life sciences and technology areas for the past 30 years. Recently, Dr. Milch pursued a number of media opportunities, as the lead investor, including Mila-Media, BeTerrific! and others. In 2014, Dr. Milch invested in the first biopharma spinout from well-known genomics research leader Jackson Laboratories, Cyteir Therapeutics, with co-investors Celgene Corporation, Venrock, Silverlake and others. In 2010, Dr. Milch established the Dr. David M. Milch Foundation to serve “Tikkun Olam” (healing the world) in two primary areas: Arts for Social Impact which focuses on film, theater, and other modes of creativity, and Youth Mentoring, which helps foster leadership development and civic responsibility. In 2008, Dr. Milch was part of the small angel group which capitalized Games24X7 in India, currently named RummyCircle. Dr. Milch received his B.S. in Biology at Stanford University and his M.D. from Harvard Medical School. We believe that Dr. Milch’s financial and industry experience qualify him to serve on our Board.
11
Ruth Alon has served on our Board since March 2022. Ms. Alon is currently the founder and CEO of Medstrada. From 1997 and until September 24, 2016, Ms. Alon served as a general partner in Pitango Venture Capital. Prior to her tenure at Pitango, Ms. Alon held senior positions with Montgomery Securities from 1981 to 1987, Genesis Securities, LLC from 1993 to 1996, and Kidder Peabody & Co. from 1987 to 1993, and managed her own independent consulting business in San Francisco in the medical devices industry from 1995 to 1996. Ms. Alon was the founder and Chairperson of Israel Life Science Industry, a not-for-profit organization representing the mutual goals of the then-approximately 1,000 Israeli life science companies. She was also the co-founder of the Israeli Advanced Technology Industries (IATI), an umbrella organization of the hi-tech and life sciences industries in Israel, which includes venture capital funds, R&D centers of multinational corporations and others. She currently serves on the boards of Vascular Biogenics Ltd. (Nasdaq:VBLT), Moringa Acquisition Corp (NASDAQ:MACA), Treos Bio (privately held), Phoska BioPharma (privately held), Fibronostics (privately held), and Brainsgate (privately held) (as Chairperson). Ms. Alon has a B.A. in Economics from the Hebrew University of Jerusalem, Israel, an M.B.A. from Boston University, and an M.S. from the Columbia University School of Physicians and Surgeons. We believe Ms. Alon’s financial and capital markets experience with healthcare companies qualify her to serve on our Board.
Proposal
The shareholders are being asked to re-elect each of David Milch and Ruth Alon for a term to expire at the 2026 Meeting, and until their respective successors have been duly elected and qualified, or until their respective offices are vacated in accordance with our Articles or the Companies Law.
It is proposed that the following resolution be adopted at the Meeting:
RESOLVED, to re-elect each of David Milch and Ruth Alon as Class II directors, to hold office until the close of the Company’s annual general meeting of shareholders in 2026, and until their respective successors are duly elected and qualified, or until their respective offices are vacated in accordance with our Amended and Restated Articles of Association or the Companies Law.
Vote Required
See “Vote Required for Approval of Each of the Proposals” above.
Board Recommendation
The Board unanimously recommends a vote “FOR” the re-election of each of David Milch and Ruth Alon as a Class II director for a term to expire at the 2026 Meeting.
12
PROPOSAL 2
RE-APPOINTMENT OF INDEPENDENT AUDITORS
AND AUTHORIZATION OF THE BOARD TO FIX THEIR REMUNERATION
Background
Our audit committee and Board have approved the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the year ending December 31, 2023, subject to the approval of our shareholders.
The following table sets forth the total compensation that was paid by the Company and its subsidiaries to the Company’s independent auditors, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in each of the previous two fiscal years:
| 2021 | 2022 | |||||||
| (in thousands) | ||||||||
| Audit Fees(1) | $ | 160 | $ | 240 | ||||
| Audit Related Fees(2) | 80 | 200 | ||||||
| Tax Fees(3) | 26 | 100 | ||||||
| Total | 266 | 540 | ||||||
| (1) | “Audit fees” for the years ended December 31, 2022 and 2021 included fees for the audit of our annual financial statements. This category also includes services that the independent accountant generally provides, such as consents and assistance with and review of documents filed with the SEC. |
| (2) | “Audit-related fees” for the years ended December 31, 2022 and 2021 relate to services in connection with the Business Combination which we consummated on March 7, 2022. |
| (3) | “Tax fees” for the years ended December 31, 2022 and 2021 were related to ongoing tax and grant-related advisory, tax compliance and tax planning services. |
Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit services, audit-related services and tax services that may be performed by our independent accountants. Our audit committee pre-approved all the audit services and all of the non-audit services provided to us and to our subsidiaries since our pre-approval policy was adopted.
Proposal
The shareholders are being asked to approve the re-appointment of Kost, Forer, Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2023, and until the Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.
It is proposed that the following resolution be adopted at the Meeting:
RESOLVED, to approve the re-appointment of Kost, Forer, Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2023, and until the Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.
Vote Required
See “Vote Required for Approval of Each of the Proposals” above.
Board Recommendation
The Board unanimously recommends a vote “FOR” the approval of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2023, and until the Company’s next annual general meeting of shareholders.
13
PRESENTATION AND DISCUSSION OF AUDITED CONSOLIDATED FINANCIAL STATEMENTS
In addition to considering the foregoing agenda items at the Meeting, we will also present our audited consolidated financial statements for the fiscal year ended December 31, 2022. A copy of the Annual Report, including the audited consolidated financial statements for the year ended December 31, 2022, is available for viewing and downloading on the SEC’s website at www.sec.gov as well as on the “Investors” section of our Company’s website at https://www.alphatau.com.
OTHER BUSINESS
The Board is not aware of any other matters that may be presented at the Meeting other than those described in this proxy statement. If any other matters do properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of the Company’s Articles, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.
ADDITIONAL INFORMATION
Our Annual Report and other filings with the SEC, including reports regarding the Company’s quarterly business and financial results, are available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the “Investors” section of the Company’s website at https://www.alphatau.com/. Shareholders may obtain a copy of these documents without charge at https://www.alphatau.com.
The Company is subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this proxy statement should not be taken as an admission that the Company is subject to those proxy rules.
| By Order of the Board of Directors | |
| /s/ Uzi Sofer | |
| Chairperson of the Board of Directors and Chief Executive Officer |
Dated: September 27, 2023
14
Exhibit 99.2
 |
SCAN TO VIEW |
 |
|
ALPHA TAU MEDICAL LTD. 5 KIRYAT HAMADA ST. JERUSALEM 9777605, ISRAEL |
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on October 31, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on October 31, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
| KEEP THIS PORTION FOR YOUR RECORDS | |
| DETACH AND RETURN THIS PORTION ONLY | |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| ALPHA TAU MEDICAL LTD. | ||||||||||||
| The Board of Directors recommends you vote FOR each of the following proposals: | ||||||||||||
| 1. | To re-elect each of David Milch and Ruth Alon as Class II directors, to serve until the Company’s Annual General Meeting of Shareholders in 2026, and until their respective successors are duly elected and qualified; | |||||||||||
| Nominees: | For | Against | Abstain | |||||||||
| 1a. David Milch | ¨ | ¨ | ¨ | |||||||||
| 1b. Ruth Alon | ¨ | ¨ | ¨ | |||||||||
| For | Against | Abstain | ||||||||||
| 2. | To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2023 and until the next Annual General Meeting of Shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors. | ¨ | ¨ | ¨ | ||||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] |
Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:
The Proxy Statement is available at www.proxyvote.com.
|
ALPHA TAU MEDICAL LTD. Annual General Meeting of Shareholders To be held November 1, 2023 This proxy is solicited by the Board of Directors I, the undersigned shareholder of ALPHA TAU MEDICAL LTD., hereby appoint Uzi Sofer and Raphi Levy, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of ALPHA TAU MEDICAL LTD. held in my name on its books as of September 26, 2023, at the Annual General Meeting of Shareholders to be held at 11:00 AM (Israel time) on November 1, 2023, at the Company’s headquarters at 5 Kiryat Hamada St., Jerusalem 9777605, Israel, and any adjournment or postponement thereof. By my signature, I hereby revoke any and all proxies previously given. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side |