Scinai Immunotherapeutics Ltd 6-K, filed Apr 4, 2022
Scinai Immunotherapeutics Ltd. (SCNI)
About this 6-K
Scinai Immunotherapeutics Ltd filed this 6-K on April 4, 2022.
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
Under the Securities Exchange Act of 1934
For the Month of April 2022
Commission File Number: 001-37353
BIONDVAX PHARMACEUTICALS LTD.
(Translation of registrant’s name into English)
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
Jerusalem, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
BiondVax Pharmaceuticals Ltd. (hereinafter, the “Company”) announces that it is scheduling an Annual General Meeting of Shareholders on May 16, 2022 at 4:00 p.m. Israel time at the offices of Gross & Co., One Azrieli Center, Tel Aviv 6701101, Israel.
The Company hereby furnishes as Exhibit 99.1 to this Form 6-K a Notice with respect to the Annual General Meeting.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Notice of Annual General Meeting of Shareholders |
Exhibit 99.1 is hereby incorporated by reference into the Company's Registration Statement on Form F-3 (Registration No. 333-240189) and its Registration Statement on Form S-8 (Registration No. 333-239344).
1
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.
| BiondVax Pharmaceuticals Ltd. | ||
| Date: April 4, 2022 | By: | /s/ Amir Reichman |
| Amir Reichman | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
BIONDVAX PHARMACEUTICALS LTD.
Hadassah Ein Kerem Campus
Jerusalem, Israel
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on May 16, 2022
The Annual General Meeting of Shareholders of BiondVax Pharmaceuticals Ltd. (the “Company”) will be held at the offices of Gross & Co., One Azrieli Center, Tel Aviv 6701101, Israel on May 16, 2022 at 4:00 p.m. Israel time, or at any adjournments thereof (the “Meeting”) for the following purposes:
| 1. | To approve the re-election of Mark Germain and Dr. George Lowell to the board of directors, to serve until the third annual meeting after the Meeting. | |
| 2. | To approve a 2021 cash bonus for Amir Reichman, Chief Executive Officer of the Company. | |
| 3. | To approve a 2021 cash bonus for Uri Ben-Or, Chief Financial Officer of the Company, Elad Mark, Chief Operating Officer of the Company, and Dr. Tamar Ben-Yedidya, Chief Scientific Officer of the Company. | |
| 4. | To approve a one-time payment to Mark Germain, chairman of the board of directors, for special recent efforts on behalf of the Company. | |
| 5. | To approve a 2022 cash bonus plan for Mr. Reichman, based on the achievement of certain milestones. | |
| 6. | To approve certain amendments to the Company’s service agreement with Mr. Germain. | |
| 7. | To approve and ratify the appointment of Kost Forer Gabbay & Kasierer, certified public accountants in Israel and a member of Ernst & Young Global, as the Company’s auditors for the year 2022 and for an additional period until the next annual meeting. |
In addition, shareholders at the Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year ended December 31, 2021.
The Company is currently unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Only holders of record of ordinary shares, no par value (the “Ordinary Shares”), and holders of record of ADSs, evidenced by American Depositary Receipts issued by The Bank of New York Mellon, at the close of business on April 11, 2022 (the “Record Date”) shall be entitled to receive notice of and to vote at the Meeting.
The Board of Directors recommends that you vote FOR each of the proposals, as specified on the form of proxy to be provided separately.
Whether or not you plan to attend the Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested to (i) vote online or (ii) complete, date, sign and mail the proxy to be provided separately at your earliest convenience. Execution of a proxy will not in any way affect a shareholder’s right to attend the Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.
ADS holders should return their proxies by the date set forth on their form of proxy.
This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company's registered office on Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, Tel: +972-(8)-930-2529, Sunday through Thursday between 10:00-15:00, and also will be made available to the public on the Company's website http://www.biondvax.com, and the SEC’s website at http://www.sec.gov.
| By Order of the Board of Directors, | |
| Mark Germain | |
| Chairman of the Board of Directors |
Jerusalem, Israel
April 4, 2022