Radcom Ltd 6-K, filed Apr 15, 2026
Radcom Ltd (RDCM)
About this 6-K
Radcom Ltd filed this 6-K on April 15, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 6-K
_______________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April 2026
Commission File Number: 0-29452
_______________
RADCOM LTD.
(Translation of registrant’s name into English)
_______________
24 Raoul Wallenberg Street, Tel Aviv 6971920, Israel
(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 ☐
On March 25, 2026, RADCOM Ltd. (the “Company”) received a formal shareholders’ request letter from Value Base Ltd. and Michael and Klil Zisapel (collectively, the “Proposing Shareholders”), who together beneficially own approximately 19.3% of the Company’s outstanding ordinary shares. Pursuant to Section 63(b)(2) of the Israeli Companies Law, 5759-1999, and Article 39 of the Company’s Amended and Restated Articles of Association (the “Articles”), the Proposing Shareholders demanded that the Board of Directors (the “Board”) convene an extraordinary general meeting of the Company’s shareholders (the “Extraordinary Meeting”) to consider certain proposed changes to the composition and governance of the Board.
Following receipt of the request, the Company reviewed and evaluated the Proposing Shareholders’ proposals. The Board engaged in direct and extensive dialogue with the Proposing Shareholders, consulted with the Company’s largest institutional shareholder and other key stakeholders, and considered the appropriate path forward for the Company and its shareholders, all as part of the directors’ fiduciary duties and to ensure that the perspectives of the Company’s broader shareholder base were carefully considered. Having completed that process, including good-faith efforts to reach a negotiated resolution which did not result in an agreement, the Board has determined to convene an Extraordinary Meeting in accordance with the Proposing Shareholders’ demand and applicable Israeli law.
Nature of the Process
Please note that this is not a contested proxy situation. The parties share a common interest in achieving what is best for RADCOM and its shareholders, and the Board does not anticipate that this process will result in a contentious or costly proxy contest. The Company will present all matters to shareholders in a transparent manner consistent with applicable law; however, it does not intend to engage in proxy solicitation activities or incur the significant expenses typically associated with a contested shareholder meeting.
The Board is committed to conducting the Extraordinary Meeting in an efficient, orderly, and cost-effective manner that minimizes disruption to the Company’s business and operations. Shareholders should not expect this process to be a distraction from RADCOM’s continued execution of its strategic and operational priorities.
RADCOM enters this process from a position of strength. The Company delivered record revenue and record operating margins in 2025, having increased the Company’s net cash by $15 million in 2025 and increasing the Company’s net cash position to approximately $110 million as of December 31, 2025. The Company continues to execute on its 5G network intelligence strategy, which the Board believes represents a leading capability in its domain. The Board is confident that RADCOM’s business fundamentals remain sound and that the Company is well positioned to continue creating long-term shareholder value regardless of the outcome of the Extraordinary Meeting.
Extraordinary Meeting Details
The Extraordinary Meeting is expected to be held on or around May 20, 2026. The Notice and Proxy Statement with respect to the Meeting are attached to this Form 6-K as Exhibit 99.1, and the Proxy Card is attached as Exhibit 99.2.
The agenda for the Extraordinary Meeting is expected to include the following items as proposed by the Proposing Shareholders:
1. An amendment to the Company’s Articles of Association to reduce the maximum number of directors on the Board
2. An amendment to the Company’s Articles of Association regarding the election of directors at general meetings
3. An amendment to the Company’s Articles of Association regarding the tenure of directors appointed by the Board prior to an Extraordinary Meeting
4. The removal of five currently serving members of the Board
5. The election of three new directors to the Board
6. The approval of compensation, indemnification, and insurance for incoming directors
1
Board Statement
The Board wishes to be clear that the Proposing Shareholders are solely responsible for the content of their proposals.
The Board approached the Proposing Shareholders’ proposals in the same manner it approaches all matters — with the best interests of RADCOM and all of its shareholders as its primary consideration. The Board engaged in direct dialogue with Value Base Ltd. and the Zisapel family and consulted with the Company’s largest institutional shareholder and other key stakeholders. Those discussions, while substantive, did not result in a mutually agreeable resolution regarding Board composition. Having exhausted good-faith efforts toward a negotiated outcome, the Board determined that convening the Extraordinary Meeting in accordance with applicable law and the Proposing Shareholders’ demand is the appropriate course of action for all shareholders. The Board remains committed to conducting the Extraordinary Meeting in an efficient, orderly, and cost-effective manner.
The Board believes that it currently has the right composition to continue to lead the Company to success, and further that accepting the Proposing Shareholders’ demands is unlikely to result in a better Board composition. In addition, the Board cannot, and is in no position to endorse the director candidates proposed by the Proposing Shareholders and due to these reasons the Board recommends to the Company’s shareholders to vote AGAINST the proposals included in the attached proxy statement.
Forward-Looking Statements
Certain statements made herein that use words such as “estimate,” “project,” “intend,” “expect,” “believe,” “may,” “might,” “potential,” “anticipate,” “plan” or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. For example, when the Company discusses the expected timing, conduct and outcome of the Extraordinary Meeting, the matters to be presented to shareholders at such Extraordinary Meeting, the Company’s intentions with respect to the process, the anticipated cost and level of disruption associated with the process and the Company’s ability to continue executing on its strategic and operational priorities and creating long-term value to its shareholders, it is using forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that could cause the actual results, performance, or achievements of the Company to be materially different from those that may be expressed or implied by such statements, including, among others, changes in circumstances relating to the shareholder meeting process, developments in discussions with shareholders, changes in general economic and business conditions and decline in demand for the Company’s products, inability to timely develop and introduce new technologies, products, and applications, loss of market share and pressure on prices resulting from competition and the effects of wars in Israel. For additional information regarding these and other risks and uncertainties associated with the Company’s business, reference is made to the Company’s reports filed from time to time with the U.S. Securities and Exchange Commission. The Company does not undertake to revise or update any forward-looking statements for any reason.
THIS FORM 6-K OF THE REGISTRANT IS HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-190207, 333-195465, 333-203087, 333-211628, 333-215591, 333-260997, 333-270983 AND 333-276692), AND SHALL BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
CONTENTS
This report on Form 6-K of the registrant consists of the following documents, which are attached hereto and incorporated by reference herein:
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Exhibit 99.1 |
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Exhibit 99.2 |
Form of Proxy Card for Extraordinary General Meeting of Shareholders, to be held on May 20, 2026. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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RADCOM LTD. |
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Date: April 15, 2026 |
By: |
/s/ Hod Cohen |
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Name: |
Hod Cohen |
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Title: |
Chief Financial Officer |
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3
Exhibit 99.1
RADCOM LTD.
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
On March 25, 2026, Value Base Ltd. (including its affiliated entities) and Klil and Michael Zisapel (the “Zisapel Siblings”, and, collectively, the “Proposing Shareholders”) demanded (the “Demand”) that RADCOM Ltd.’s (the “Company”, “our”, “we” or “us”) board of directors (the “Board of Directors” or the “Board”), call an extraordinary general meeting of the shareholders of the Company in accordance with Section 63(b)(2) of the Israeli Companies Law, 5759-1999 (the “Companies Law”), Regulation 7A of the Companies Regulations (Relief for Companies whose Shares are listed on a Stock Exchange Outside of Israel), 2000 (the “Regulations”), and Article 39 of the Company’s Amended and Restated Articles of Association (the “Articles”), no later than April 6, 2026.
In accordance with the provisions of regulations promulgated under the Companies Law, because the Proposing Shareholders hold in the aggregate more than 10% of the Company’s issued and outstanding ordinary shares, we are required to convene a special meeting of shareholders upon their request.
Under Section 63(c) of the Companies Law, a board of directors is required to convene a special meeting within twenty-one (21) days from the date the Demand was delivered to it. Accordingly, the Company is convening an Extraordinary General Meeting of Shareholders of the Company (including any postponements, reschedulings or continuations thereof, the “Meeting”) and providing these proxy materials as of the date hereof, in accordance with applicable law and the Articles.
Therefore, notice is hereby given that the Meeting will be held on May 20, 2026, at 4:00 p.m. (Israel time), at the offices of the Company’s Israeli counsel, Gornitzky & Co., located at 20 HaHarash Street, Tel Aviv, 6761310 Israel.
The agenda of the Meeting will be as follows:
(1) To approve the Proposing Shareholders’ proposal to amend Article 38 of the Articles;
(2) To approve the Proposing Shareholders’ proposal to amend Article 39 of the Articles;
(3) To approve the Proposing Shareholders’ proposal to amend Article 41 of the Articles;
(4) To approve the Proposing Shareholders’ proposal to dismiss five (5) of the Company’s directors from office;
(5) Subject to the approval of Items 2 and 4, to approve the Proposing Shareholders’ proposal to elect three (3) new directors in three (3) of the resulting vacancies;
(6) To approve the Proposing Shareholders’ proposal to approve compensation, exemption, indemnification, and insurance arrangements for the individuals proposed to be elected as directors in Item 5; and
(7) To transact such other business as may properly come before the Meeting or any adjournment thereof.
These proposals are described in detail in the enclosed proxy statement, which we urge you to read in its entirety. As more fully described in the proxy statement, certain shareholders may present proposals for consideration at the Meeting by submitting their proposals to the Company no later than April 23, 2026. If we determine that a shareholder proposal has been duly and timely received and is appropriate, we will publish a revised agenda in the manner set forth in the proxy statement. We are currently not aware of any other matters that will come before the Meeting. If any other matters properly come before the Meeting or any adjournment thereof, the persons designated as proxies intend to vote in accordance with their judgment on such matters.
The Board of Directors recommends a vote “AGAINST” with respect to each of the matters to be voted upon at the Meeting.
Shareholders of record at the close of business on April 20, 2026 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.
Whether or not you plan to attend the Meeting, you are urged to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which requires no postage if mailed in the United States, or provide your vote via the telephone or by submitting your vote via the Internet at the address listed on the proxy card. Return of your proxy does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote your shares in person.
Joint holders of shares should take note that, pursuant to Article 32(d) of the Articles, the vote of the senior holder of the joint shares who tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names are recorded in our Register of Shareholders.
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By Order of the Board of Directors, |
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/s/ Rami Schwartz |
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Chairman of the Board of Directors |
Dated: April 15, 2026
RADCOM LTD.
24 RAOUL WALLENBERG STREET
TEL AVIV 6971920, ISRAEL
PROXY STATEMENT
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
On March 25, 2026, the Proposing Shareholders demanded that the Company’s Board of Directors call an extraordinary general meeting of the shareholders of the Company in accordance with Section 63(b)(2) of the Companies Law, Regulation 7A of the Regulations, and Article 39 of the Articles, no later than April 6, 2026.
In accordance with the provisions of regulations promulgated under the Companies Law, because the Proposing Shareholders hold in the aggregate more than 10% of the Company’s issued and outstanding ordinary shares, we are required to convene a special meeting of shareholders upon their request.
Under Section 63(c) of the Companies Law, a board of directors is required to convene a special meeting within twenty-one (21) days from the date the Demand was delivered to it. Accordingly, the Company is convening the Meeting and providing these proxy materials as of the date hereof, in accordance with applicable law and the Articles.
This Proxy Statement is furnished to the holders of our ordinary shares, NIS 0.20 nominal value (the “Ordinary Shares”), in connection with the Demand, for use at the Meeting, pursuant to the accompanying Notice of Extraordinary General Meeting of Shareholders. The Meeting will be held on Wednesday, May 20, 2026, at 4:00 p.m. (Israel time), at the offices of our Israeli counsel, Gornitzky & Co., located at 20 HaHarash Street, Tel Aviv, Israel.
Throughout this Proxy Statement, we use terms such as “RADCOM,” “we,” “us,” “our,” “the Company” and “our Company” to refer to RADCOM Ltd. and terms such as “you” and “your” to refer to our shareholders.
The agenda of the Meeting will be as follows:
(1) To approve the Proposing Shareholders’ proposal to amend Article 38 of the Articles;
(2) To approve the Proposing Shareholders’ proposal to amend Article 39 of the Articles;
(3) To approve the Proposing Shareholders’ proposal to amend Article 41 of the Articles;
(4) To approve the Proposing Shareholders’ proposal to dismiss five (5) of the Company’s directors from office;
(5) Subject to the approval of Items 2 and 4, to approve the Proposing Shareholders’ proposal to elect three (3) new directors in three (3) of the resulting vacancies;
(6) To approve the Proposing Shareholders’ proposal to approve compensation, exemption, indemnification, and insurance arrangements for the individuals proposed to be elected as directors in Proposal 5; and
(7) To transact such other business as may properly come before the Meeting or any adjournment thereof.
These proposals are described in detail in this proxy statement, which we urge you to read in its entirety. As more fully described in this proxy statement, certain shareholders may present proposals for consideration at the Meeting by submitting their proposals to the Company no later than April 23, 2026. If we determine that a shareholder proposal has been duly and timely received and is appropriate, we will publish a revised agenda in the manner set forth in the proxy statement. We are currently not aware of any other matters that will come before the Meeting. If any other matters properly come before the Meeting or any adjournment thereof, the persons designated as proxies intend to vote in accordance with their judgment on such matters.
1
You may elect to vote your Ordinary Shares once, either by attending the Meeting in person or by a duly executed proxy in the manners and as detailed below.
A form of proxy for use at the Meeting and a return envelope for the proxy are enclosed. For voting via telephone or the Internet, please use the phone number or URL, respectively, listed on the proxy card. You may revoke the authority granted by your execution of proxies at any time before the 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. Proxies must be received no later than forty-eight (48) hours prior to the time fixed for the Meeting. On all matters considered at the Meeting, abstentions and broker non-votes will be treated as neither a vote “for” nor “against” the matter, although they will be counted in determining whether a quorum is present.
Only shareholders of record as of the close of business on the Record Date will be entitled to vote at the Meeting and any adjournments or postponements thereof. Proxies will be mailed to shareholders on or about April 23, 2026.
If your Ordinary Shares are held in “street name” meaning you are a beneficial owner with your shares held through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or nominee, who is the holder of record of your shares. You must follow the instructions of the holder of record in order for your shares to be voted.
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OUTSTANDING VOTING SECURITIES AND QUORUM
As of April 8, 2026, we had 16,738,377 outstanding Ordinary Shares, each of which is entitled to one vote upon each of the matters to be presented at the Meeting. Two or more shareholders holding Ordinary Shares conferring in the aggregate at least one-third (1/3) of our voting power, present in person or by proxy and entitled to vote, will constitute a quorum at the Meeting. As this Meeting is convened upon the Proposing Shareholders’ requisition under Section 63(b)(2) of the Companies Law, Article 26(b) of the Articles provides that if a quorum is not present within one hour from the time appointed for the Meeting, the Meeting shall be dissolved and not adjourned.
3
BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of April 8, 2026, by:
• each person or entity known by us to own beneficially more than 5% of our outstanding Ordinary Shares;
• each of our directors and executive officers individually; and
• each of our executive officers and directors as a group.
The beneficial ownership of Ordinary Shares is determined in accordance with the Securities and Exchange Commission (“SEC”) rules and generally includes any Ordinary Shares over which a person exercises sole or shared voting or investment power. For purposes of the table below, we deem shares subject to options that are currently exercisable or exercisable within 60 days of April 8, 2026, and restricted share units (“RSUs”) that vest within 60 days of April 8, 2026, to be outstanding and to be beneficially owned by the person holding the options or RSUs for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of shares beneficially owned is based on 16,738,377 Ordinary Shares outstanding as of April 8, 2026.
The information presented below is based on information provided to us by the directors, executive officers, and shareholders or disclosed by any of them in public filings with the SEC. The voting rights of our major shareholders do not differ from the voting rights of other holders of our Ordinary Shares.
None of our executive officers or directors beneficially owns 1% or more of our outstanding Ordinary Shares.
As of April 8, 2026, our Ordinary Shares had a total of 13 holders of record, of which 7 were registered with addresses in the United States. We believe that the number of beneficial owners of our shares is substantially greater than the number of record holders, because a large portion of our Ordinary Shares is held of record in broker “street name”.
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Name |
Number of |
Percentage of |
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Principal Shareholders |
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Lynrock Lake LP |
3,166,666 |
(3) |
18.9 |
% |
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Michael Zisapel and Klil Zisapel |
2,294,738 |
(4) |
13.8 |
% |
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Barclays PLC |
1,114,430 |
(5) |
6.7 |
% |
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AWM Investment Company, Inc. |
991,261 |
(6) |
5.9 |
% |
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Value Base Ltd. |
865,009 |
(7) |
5.2 |
% |
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Directors and Officers |
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Rami Schwartz |
* |
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* |
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Rachel (Heli) Bennun |
* |
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* |
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Andre Fuetsch |
* |
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* |
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Oren Most |
* |
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* |
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Yaron Ravkaie |
* |
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* |
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David (Dudi) Ripstein |
* |
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* |
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Sami Totah |
* |
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* |
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Benjamin (Benny) Eppstein |
* |
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* |
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Hod Cohen |
* |
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* |
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Hilik Itman |
* |
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* |
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Rami Amit |
* |
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* |
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All directors and executive officers as a group (11 persons) |
312,137 |
(8) |
1.9 |
% |
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* less than 1%
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(1) Except as otherwise noted and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to all Ordinary Shares listed as owned by such person.
(2) The percentage of outstanding ordinary shares is based on 16,738,377 ordinary shares outstanding as of April 8, 2026. In determining the percentage owned by each person, ordinary shares for each person includes ordinary shares that may be acquired by such person pursuant to options to purchase ordinary shares that are exercisable within 60 days of April 8, 2026. The number of outstanding ordinary shares does not include 5,189 ordinary shares held by RADCOM US, a wholly owned subsidiary and 30,843 ordinary shares that were repurchased by us.
(3) Based on a Schedule 13D filed with the SEC on February 24, 2026. Includes 3,166,666 ordinary shares held by Lynrock Lake Master Fund LP, or Lynrock Lake Master. Lynrock Lake LP, or Investment Manager, is the investment manager of Lynrock Lake Master. Pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Company held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Company held by Lynrock Lake Master. The address of each of Cynthia Paul, Lynrock Lake Partners LLC, and Lynrock Lake LP is 2 International Drive, Suite 130 Rye Brook, NY 10573.
(4) Based on a Schedule 13D/A filed with the SEC on March 26, 2026, Mr. Michael Zisapel and Ms. Klil Zisapel beneficially own, in aggregate, 2,294,738 ordinary shares. Ms. Klil Zisapel beneficially owns 1,147,369 ordinary shares, consisting of (i) 874,047 ordinary shares held directly by Ms. Klil Zisapel and (ii) 271,074 ordinary shares that are held indirectly by Ms. Klil Zisapel through her 50% ownership in each of Lomsha Ltd., an Israeli company, and Michael & Klil Holdings (93) Ltd., an Israeli company and (iii) Options to acquire 2,249 ordinary shares exercisable within 60 days. Mr. Michael Zisapel beneficially owns 1,147,369 ordinary shares, consisting of (i) 874,047 ordinary shares held directly by him, (ii) 271,074 ordinary shares held indirectly through his 50% ownership in each of Lomsha Ltd. and Michael & Klil Holdings (93) Ltd., and (iii) Options to acquire 2,248 ordinary shares exercisable within 60 days. The address of Mr. Zisapel and Ms. Zisapel is 24 Raoul Wallenberg Street, Building C, Tel-Aviv 69719, Israel.
(5) Based on a Schedule 13G/A filed on February 11, 2026, Barclays PLC beneficially owns an aggregate amount of 1,114,430 ordinary shares; Barclays PLC reported sole voting power and sole dispositive power with respect to 1,111,314 ordinary shares, and shared voting power and shared dispositive power with respect to 3,116 ordinary shares. The securities being reported on by Barclays PLC, as a parent holding company, are owned, or may be deemed to be beneficially owned, by Barclays Bank PLC. Barclays Bank PLC is a non-US banking institution registered with the Financial Conduct Authority authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Barclays Bank PLC is a wholly-owned subsidiary of Barclays PLC. Barclays Capital Inc., is a Connecticut business entity. The address of the principal office of Barclays PLC and Barclays Bank PLC is 1 Churchill Place, London, E14 5HP, England. The address of the principal office of Barclays Capital Inc. is 745 Seventh Ave, New York, NY 10019.
(6) Based on a Schedule 13G filed with the SEC on February 14, 2025 by AWM Investment Company, Inc., or AWM, reporting that AWM is the investment adviser to Special Situations Fund III QP, L.P., or SSFQP, Special Situations Cayman Fund, L.P., or Cayman, Special Situations Technology Fund, L.P., or TECH and Special Situations Technology Fund II, L.P., or TECH II and referred to together with SSFQP, Cayman, and TECH as the Funds. As the investment adviser to the Funds, AWM holds sole voting and investment power over 380,185 ordinary shares held by SSFQP, 106,530 ordinary shares held by Cayman, 84,821 ordinary shares held by TECH and 419,725 ordinary shares held by TECH II. David M. Greenhouse and Adam C. Stettner are members of SSCayman, L.L.C., a Delaware limited liability company, or SSCAY, the general partner of Cayman. David M. Greenhouse and Adam C. Stettner are members of MGP Advisers Limited Partnership, a Delaware limited partnership, the general partner of SSFQP and SST Advisers, L.L.C., a Delaware limited liability company, the general partner of TECH and TECH II. David M. Greenhouse and Adam C. Stettner are also controlling principals of AWM. The business address AWM Investment Company, Inc. is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.
(7) Based on a Schedule 13D/A filed with the SEC on March 26, 2026. Includes (i) 400,563 Ordinary Shares owned directly by Value Base Ltd., an Israeli company which is controlled by Messrs. Victor Shamrich and Ido Nouberger and which wholly owns Value Base Hedge Fund Ltd., an Israeli company, and is the general partner of Harmony Base L.P., and (ii) 464,446 ordinary shares owned directly by Harmony Base L.P., an Israeli limited partnership. The address of each of Value Base Ltd. and Harmony Base L.P. is 23 Yehuda Halevi St., Tel-Aviv 6513601, Israel.
(8) Each of the directors and executive officers not separately identified in the above table beneficially owns less than 1% of our outstanding ordinary shares, including options that are currently exercisable or exercisable within 60 days of April 8, 2026, and RSUs that vest within 60 days of April 8, 2026 held by each such party, and have, therefore, not been separately disclosed. The number of shares is comprised of 280,007 ordinary shares and 22,499 Ordinary Shares issuable upon the settlement of RSUs that vest within 60 days of April 8, 2026, and 9,631 Ordinary Shares issuable upon the exercise of Options that are currently exercisable or exercisable within 60 days of April 8, 2026.
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ITEM 1 — APPROVAL OF THE PROPOSING SHAREHOLDERS’
PROPOSAL TO AMEND ARTICLE 38 OF THE ARTICLES
At the Meeting, the Proposing Shareholders will seek shareholder approval of an amendment to our Articles to reduce the maximum number of directors permitted to serve on the Board of Directors from nine (9) to seven (7), as proposed by the Proposing Shareholders. Pursuant to Article 38 of our current Articles, our Board of Directors consists of seven (7) directors as of the date hereof.
Accordingly, the Proposing Shareholders propose to amend Article 38 of our Articles as set forth below. The words proposed to be added and/or deleted are highlighted in boldface font and underlined.
Required Approval
The affirmative vote of a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the amendment to each of our Articles.
Proposed Resolution
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, that Article 38 of our Articles be amended with the changes marked below:
38. Number of Directors
The Board of Directors shall consist of such number of Directors (not less than three (3) nor more than nine seven (97)) as may be determined by Shareholder Resolution of the Company.”
The Board of Directors recommends a vote “AGAINST” with respect to Item 1 of the Proposing Shareholders’ proposal.
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ITEM 2 — APPROVAL OF THE PROPOSING SHAREHOLDERS’
PROPOSAL TO AMEND ARTICLE 39 OF THE ARTICLES
At the Meeting, the Proposing Shareholders will seek shareholder approval of an amendment to our Articles to amend the first sentence of Article 39(c) of the Articles to clarify that the directors of the Company may be elected at any General Meeting by the vote of the holders of a majority of the voting power represented at such meeting in person or by proxy and voting on the election of directors.
Accordingly, the Proposing Shareholders propose to amend Article 39(c) of our Articles as set forth below. The words proposed to be added and/or deleted are highlighted in boldface font and underlined.
Required Approval
The affirmative vote of a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the amendment to each of our Articles.
Proposed Resolution
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, that Article 39(c) of our Articles be amended with the changes marked below:
39. Election and Removal of Directors
(c) Directors (other than External Directors) shall be elected at any the Annual General Meeting by the vote of the holders of a majority of the voting power represented at such meeting in person or by proxy and voting on the election of directors, or by the Board of Directors. In the event that Directors are appointed by the Board of Directors, such Directors shall be adopted by Shareholders’ Resolution at the first extraordinary or annual general meeting of the shareholders following the date upon which the Director was appointed by the Board of Directors. Each Director shall serve, subject to Article 42 hereof, and with respect to a Director appointed pursuant to Article 41 hereof, subject to such Article, until up to the third Annual General Meeting following the Annual General Meeting at which such Director was appointed, or his earlier removal pursuant to this Article 39. The shareholders shall be entitled to remove any Director(s) from office, all subject to applicable law.”
The Board of Directors recommends a vote “AGAINST” with respect to Item 2 of the Proposing Shareholders’ proposal.
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ITEM 3 — APPROVAL OF THE PROPOSING SHAREHOLDERS’
PROPOSAL TO AMEND ARTICLE 41 OF THE ARTICLES
At the Meeting, the Proposing Shareholders will seek shareholder approval of an amendment to Section 41 of our Articles, providing that the directorship of board members appointed by the Board of Directors prior to the Meeting shall automatically terminate upon the conclusion of the Meeting, as proposed by the Proposing Shareholders.
Accordingly, the Proposing Shareholders propose to amend Article 41 of our Articles as set forth below. The words proposed to be added and/or deleted are highlighted in boldface font and underlined.
Required Approval
The affirmative vote of a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the amendment to each of our Articles.
Proposed Resolution
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, that Article 41 of our Articles be amended with the changes marked below:
41. Continuing Directors in the Event of Vacancies
In the event of one or more vacancies in the Board of Directors, the continuing Directors may continue to act in every matter, and may temporarily fill any such vacancy until the next Annual General Meeting, provided, however, that if they number less than the minimum number provided for pursuant to Article 38 hereof, they may only act in an emergency, and may call a General Meeting of the Company for the purpose of electing Directors to fill any or all vacancies, so that at least a majority of the number of Directors provided for pursuant to Article 38 hereof are in office as a result of said meeting. Notwithstanding the previous sentence, the directorship of board members who were appointed by the Board of Directors prior to an Extraordinary Meeting, shall automatically terminate upon the conclusion of the Extraordinary Meeting.”
The Board of Directors recommends a vote “AGAINST” with respect to Item 3 of the Proposing Shareholders’ proposal.
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ITEM 4 — APPROVAL OF THE PROPOSING SHAREHOLDERS’
PROPOSAL TO DISMISS FIVE OF THE COMPANY’S DIRECTORS FROM OFFICE
At the Meeting, you will be asked to dismiss five (5) of the Company’s directors from office, effective upon the conclusion of the Meeting.
Pursuant to Section 63(b)(2) of the Companies Law, Regulation 7A of the Regulations, and Article 39 of the Articles, the Proposing Shareholders propose to dismiss five (5) members of the Board, namely: Mr. Rami Schwartz, Ms. Rachel (Heli) Bennun, Mr. Oren Most, Mr. Yaron Ravkaie, and Mr. Andre Fuetsch (the “Dismissed Directors”).
Required Approval
The affirmative vote of a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of Item 4.
Proposed Resolution
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, to approve the Proposing Shareholders’ proposal to remove the following directors from the Company’s Board of Directors, effective upon the conclusion of the Meeting: Mr. Rami Schwartz, Ms. Rachel (Heli) Bennun, Mr. Oren Most, Mr. Yaron Ravkaie, and Mr. Andre Fuetsch.”
The Board of Directors recommends a vote “AGAINST” with respect to Item 4 of the Proposing Shareholders’ proposal.
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ITEM 5 — APPROVAL OF THE PROPOSING SHAREHOLDERS’
PROPOSAL TO ELECT NEW DIRECTORS
At the Meeting, and subject to the approval of Items 2 and 4, you will be asked to elect three (3) new directors in the place of the resulting vacancies. The nominees, if elected (and if Items 2 and 4 are approved), together with Mr. David Ripstein and Mr. Sami Totah, will constitute our entire Board of Directors. If elected, each of the directors will be entitled to receive the compensation described in Item 6 (if such Item is approved).
Pursuant to Section 63(b)(2) of the Companies Law, Regulation 7A of the Regulations, and Article 39 of the Articles, the Proposing Shareholders propose to dismiss the Dismissed Directors, and, to elect the following three (3) new directors to replace partially the resulting vacancies on the Board, namely: Ms. Liat Aaronson, Mr. Tomer Jacob, and Mr. Guy Levit (the “New Director Nominees”).
All of the New Director Nominees have declared their ability to be elected as independent directors.
The New Director Nominees, whose professional backgrounds were furnished by the Proposing Shareholders and were not prepared by the Company are provided below, have each advised the Company that they are able and ready to serve as directors if elected. Additionally, in accordance with the Companies Law, each of the New Director Nominees has certified to the Company that they meet all the requirements of the Companies Law for election as a director of a public company, they possess the necessary qualifications, and have sufficient time to fulfill their duties as directors of the Company, taking into account the size and needs of the Company.
The Board notes that the New Director Nominees were not identified, evaluated or recommended through the Board’s customary nomination process. In particular, no committee review process was conducted by the Company, and the Board did not conduct its customary due diligence review with respect to such nominees. As a result, the Board has not completed the process it would ordinarily undertake in order to form an informed recommendation regarding the New Director Nominees, and, accordingly, the Board does not endorse the election of these nominees. The Board is not aware of information that would disqualify any of the candidates listed below.
Biographical information concerning the New Director Nominees for election at the Meeting:
Ms. Liat Aaronson
Ms. Liat Aaronson is co-founder and Managing Director of Horizen Labs Ventures (HLV), a Web3 advisory and venture investment company that was launched out of Horizen Labs. Ms. Aaronson co-founded and served as Chief Operating Officer of Horizen Labs from its inception as a blockchain technology company until 2022. Ms. Aaronson is also the general manager of ZEP Fund Ltd., overseeing its investment activities. She is also a board member of the Israeli Democracy Institute; a member of the advisory board of the Friends of Reichman University, and a member of the general assembly of Reichman University. Ms. Aaronson served as the Chairwoman of the investment committee of Infinity Pension Funds. Ms. Aaronson holds a B.A. in political economy of industrial societies (economics and political science, cum laude) from the University of California at Berkeley, an LL.B. and MBA from Tel Aviv University, and an LL.M. in European Law from the University of Leiden in the Netherlands (cum laude). Ms. Aaronson is also a member of the Israeli Bar Association since 1999.
Mr. Tomer Jacob
Mr. Tomer Jacob is a general partner of Hanaco Ventures and the managing partner of Aurelius Capital. From 2000 to 2021, Mr. Jacob served as a Managing Director at UBS Bank. He currently serves as a board member of Shikun & Binui Ltd. and, until recently, served on the board of Formula Systems (1985) Ltd. and Max IT Finance Ltd. Mr. Jacob holds a B.A. degree in Economics & Management and a B.Sc degree in Computer Science from The Tel Aviv — Yaffo Academic College of Management.
Mr. Guy Levit
Mr. Guy Levit is the founder and former Chief Executive Officer of TeleMessage Ltd., a provider of enterprise messaging and communications archiving solutions, a position he held from 1999 until its sale to Smarsh in 2024. Under his leadership, TeleMessage grew from inception to a global company serving Tier 1 telecommunications operators and large enterprises, completed multiple financing rounds, and was listed on the AIM market of the London
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Stock Exchange through Messaging International plc before subsequently being taken private. Since 2024, Mr. Levit serves as Executive Vice President, Capture Mobile, at Smarsh Inc, and also oversees its Israel operations. Mr. Levit has extensive experience in telecommunications, enterprise software, and cloud-based communications compliance, as well as in executive management, capital raising and strategic transactions. Earlier in his career, Mr. Levit served in Unit 8200 of the Israel Defense Forces, where he was the head of the Planning & Development Department. Mr. Levit holds an M.B.A. from Tel Aviv University and a B.Sc. in Industrial and Management Engineering from the Technion — Israel Institute of Technology.
Required Approval
The affirmative vote of a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of Item 5.
Proposed Resolution
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, subject to approval of Items 2 and 4, that Ms. Liat Aaronson, Mr. Tomer Jacob, and Mr. Guy Levit are elected to serve as members of our Board until the third annual general meeting following the Meeting, effective immediately.”
The Board of Directors recommends a vote “AGAINST” with respect to Item 5 of the Proposing Shareholders’ proposal.
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ITEM 6 — APPROVAL OF THE PROPOSING SHAREHOLDERS’ PROPOSAL
TO APPROVE COMPENSATION, EXEMPTION, INDEMNIFICATION AND INSURANCE
ARRANGEMENTS FOR THE NEW DIRECTOR NOMINEES
At the Meeting, and subject to the Approval of Item 5, you will be asked to approve the Proposing Shareholders’ proposal to approve compensation, exemption, indemnification and insurance arrangements for the New Director Nominees, in each case at levels commensurate with those currently provided to the Company’s existing directors, based on the director compensation scheme approved at the Company’s 2024 Annual General Meeting.
Pursuant to Section 63(b)(2) of the Companies Law, Regulation 7A of the Regulations, and Article 39 of the Articles, the Proposing Shareholders propose to dismiss the Dismissed Directors, and, to elect the New Director Nominees.
Our Board determined that the terms of the New Director Nominees’ compensation are within the limitations set forth in our Amended and Restated Directors and Executive Officers Compensation Policy (the “Compensation Policy”), and approved their terms of compensation in such capacity, subject to shareholders’ approval.
In approving the terms of compensation of the New Director Nominees, our Board considered various factors, including, among other things, the educational and professional experience required from our Directors, their responsibilities and duties, the expected required contribution to our future growth and profitability, other elements of compensation, including equity-based compensation payable (or proposed to be payable) to the New Director Nominees.
Required Approval
The affirmative vote of a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of Item 6.
Proposed Resolution
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, subject to the approval of Item 5, to approve the Proposing Shareholders’ proposal to approve compensation, exemption, indemnification and insurance arrangements for the New Director Nominees pursuant to Item 5, in each case at levels commensurate with those currently provided to the Company’s directors, based on the director compensation scheme approved at the Company’s 2024 Annual General Meeting, and subject to applicable law, the Company’s Compensation Policy approved at the Company’s 2025 Annual General Meeting, and the Company’s form of Indemnification Agreement approved at the Company’s 2011 Annual General Meeting.”
The Board of Directors recommends a vote “AGAINST” with respect to Item 6 of the Proposing Shareholders’ proposal.
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ITEM 7 — OTHER BUSINESS
Management knows of no other business to be transacted at the Meeting, other than as set forth in the Notice of Extraordinary General Meeting. However, if any other matters are properly presented to the Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.
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PROPOSALS OF SHAREHOLDERS
Shareholder Proposals for the Meeting
Any shareholder of the Company who intends to present a proposal at the Meeting (a “Potential Proposing Shareholder”) must satisfy the requirements of the Companies Law. Only shareholders who hold the minimum percentage of the Company’s outstanding voting rights under the Companies Law are entitled to request that the Board include a proposal in a future shareholders meeting, provided that such proposal is appropriate for consideration by shareholders at such meeting (a “Proposal Request”). Such shareholders may present proposals for consideration at the Meeting by submitting their proposals in writing to our Chief Financial Officer at the following address: RADCOM Ltd., 24 Raoul Wallenberg Street, Tel Aviv 6971920, Israel, Attention: Chief Financial Officer. For a shareholder proposal to be considered for inclusion in the Meeting, our Chief Financial Officer must receive the written proposal no later than April 23, 2026. If our Board determines that a shareholder proposal is duly and timely received and is appropriate for inclusion in the agenda of the Meeting, we will publish a revised agenda for the Meeting no later than April 30, 2026. In order for the Board to consider a Proposal Request and whether to include the matter stated therein in the agenda of the Meeting, notice of the Proposal Request must be timely delivered under any applicable law and stock exchange rules and regulations and the Proposal Request must comply with any applicable law and stock exchange rules and regulations. The Proposal Request must be made in English and in writing, signed by all of the Potential Proposing Shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid, and received by the Chief Financial Officer. The announcement of an adjournment or postponement of the Meeting shall not commence a new time period (or extend any time period) for the delivery of a Proposal Request as described above. The Proposal Request must include the following: (i) the name, address, telephone number, fax number and email address of the Potential Proposing Shareholder (or each Potential Proposing Shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of Ordinary Shares held by the Potential Proposing Shareholder(s), directly or indirectly (and, if any of such Ordinary Shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Potential Proposing Shareholder, accompanied by evidence satisfactory to the Company of the record holding of such Ordinary Shares by the Potential Proposing Shareholder(s) as of the date of the Proposal Request, and a representation that the Potential Proposing Shareholder(s) intends to appear in person or by proxy at the Meeting; (iii) the matter requested to be included on the agenda of the Meeting, all information related to such matter, the reason that such matter is proposed to be brought before the Meeting, the complete text of the resolution that the Potential Proposing Shareholder proposes to be voted upon at the Meeting; (iv) a description of all arrangements or understandings between the Potential Proposing Shareholders and any other person(s) (naming such person or persons) in connection with the matter that is requested to be included on the agenda and a declaration signed by all Potential Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Potential Proposing Shareholder(s) during the previous 12 month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other applicable law and stock exchange rules and regulations to be provided to the Company in connection with such matter, if any, has been provided to the Company.
The Board, may, in its discretion, to the extent it deems necessary, request that the Potential Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of the Meeting, as the Board may reasonably require. A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Potential Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (i) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (ii) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (iii) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (iv) which provides the right to vote or increase or decrease the voting power of, such Potential Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such
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Potential Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Potential Proposing Shareholder is, directly or indirectly, a general partner or managing member.
The information required pursuant to the above shall be updated as of (i) the Record Date of the Meeting, (ii) five business days before the Meeting, and (iii) as of the Meeting, and any adjournment or postponement thereof.
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By Order of the Board of Directors, |
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/s/ Rami Schwartz |
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Chairman of the Board of Directors |
Dated: April 15, 2026
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Exhibit 99.2
RADCOM LTD. 24 RAOUL WALLENBERG ST. TEL AVIV ISRAEL 6971920 SCAN TO VIEW MATERIALS & VOTE 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 May 19, 2026. Have your proxy card in hand when you access the website 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 May 19, 2026. 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: V20386-P97171 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. RADCOM LTD. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS 1-6 For Against Abstain 1. Approval of the Proposing Shareholders’ proposal to amend Article 38 of the Articles. 2. Approval of the Proposing Shareholders’ proposal to amend Article 39 of the Articles. 3. Approval of the Proposing Shareholders’ proposal to amend Article 41 of the Articles. 4. Approval of the Proposing Shareholders’ proposal to dismiss five (5) of the Company’s directors from office, namely: Mr. Rami Schwartz, Ms. Rachel (Heli) Bennun, Mr. Oren Most, Mr. Yaron Ravkaie, and Mr. Andre Fuetsch. 5. Approval of the Proposing Shareholders’ proposal to elect three (3) new directors in three (3) of the resulting vacancies, namely: Ms. Liat Aaronson, Mr. Tomer Jacob, and Mr. Guy Levit. 6. Approval of the Proposing Shareholders’ proposal to approve compensation, exemption, indemnification, and insurance arrangements for the individuals proposed to be elected as directors in Item 5. NOTE: To transact such other business as may properly come before the Meeting or any adjournment thereof. 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 Extraordinary Meeting: The Notice and Proxy Statement is available at www.proxyvote.com. V20387-P97171 RADCOM LTD. Extraordinary General Meeting of Shareholders May 20, 2026 The shareholder(s) hereby appoint(s) Benjamin (Benny) Eppstein, the Company’s Chief Executive Officer, and Hod Cohen, the Company’s Chief Financial Officer, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of RADCOM LTD. that the shareholder(s) is/are entitled to vote at the Extraordinary General Meeting of Shareholders to be held at 4:00 PM, Israel time on May 20, 2026, at 20 HaHarash Street, Tel Aviv, Israel 6761310, and any adjournment or postponement thereof. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Any and all proxies heretofore given by the undersigned are hereby revoked. Continued and to be signed on reverse side