6-K
Scinai Immunotherapeutics Ltd. (SCNI)
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 December 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): ____
On December 13, 2022, BiondVax Pharmaceuticals Ltd (the “Company”) held its extraordinary general meeting of shareholders (the “Meeting”). The total number of American Depository Shares (“ADSs”) (at the time of the record date of the Meeting, each representing forty (40) ordinary shares of the Company, and currently representing four hundred (400) ordinary shares of the Company) entitled to vote at the Meeting was 18,855,770 and there were present, in person or by proxy, 6,896,278 ADSs, which constituted a quorum for the Meeting. The matters voted upon, and the results of the vote were as follows:
Proposal 1a: Approval of the re-election of Mr. Adi Raviv as external director, to serve for a period of three years, subject to, and in accordance with, the Israeli Companies Law 5759-1999, and his compensation
The shareholders approved the re-election of Mr. Adi Raviv as external director, to serve for a period of three years, subject to, and in accordance with, the Israeli Companies Law 5759-1999, and his compensation:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 6,718,131 | 155,738 | 21,609 |
The total number of votes of the holders that are not controlling shareholders and do not have a personal interest in approval of the proposal that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company. In addition, the majority vote at the Meeting in favor of the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company and do not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without taking abstentions into account.
Proposal 1b: Approval of the re-election of Ms. Yael Margolin as external directors, to serve for a period of three years, subject to, and in accordance with, the Israeli Companies Law 5759-1999, and her compensation.
The shareholders approved the re-election of Ms. Yael Margolin as external directors, to serve for a period of three years, subject to, and in accordance with, the Israeli Companies Law 5759-1999, and her compensation:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 6,721,470 | 156,787 | 16,701 |
The total number of votes of the holders that are not controlling shareholders and do not have a personal interest in approval of the proposal that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company. In addition, the majority vote at the Meeting in favor of the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company and do not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without taking abstentions into account.
1
Proposal 2: Approval of an amendment to the Company’s Articles of Association to revise the quorum requirements for general meeting of shareholders.
The shareholders approved an amendment to the Company’s Articles of Association to revise the quorum requirements for general meeting of shareholders:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 6,711,325 | 171,763 | 12,370 |
At least 75% of the voting power represented at the Meeting, in person or by proxy, and voting on the matter presented, voted in favor of Proposal 2.
Proposal 3: Approval of an amendment to the Company’s Articles of Association to increase the authorized share capital of the Company.
The shareholders approved an amendment to the Company’s Articles of Association to increase the authorized share capital of the Company:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 6,545,669 | 336,829 | 13,780 |
Proposal 4: Approval of the compensation to directors serving as chairpersons of committees of the Board of Directors.
The shareholders approved the compensation to directors serving as chairpersons of committees of the Board of Directors:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 6,540,944 | 344,557 | 9,877 |
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 hereunto duly authorized.
| BiondVax Pharmaceuticals Ltd | |
|---|---|
| December 14, 2022 | /s/ Amir Reichman |
| Amir Reichman | |
| Chief Executive Officer |
3