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: May 2024 (Report No. 3)
Commission File Number: 001-38428
PolyPid Ltd.
(Translation of registrant’s name into
English)
18 Hasivim Street
Petach Tikva 495376, Israel
(Address of principal executive office)
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
Attached
hereto and incorporated herein is PolyPid Ltd.’s (the “Registrant”) Notice of Meeting, Proxy Statement and Proxy Card
for the Annual and Extraordinary General Meeting of Shareholders to be held on Tuesday, July 2, 2024 (the “Meeting”).
Only
shareholders of record who hold ordinary shares, no par value, of the Registrant at the close of business on June 3, 2024, will be entitled
to notice of and to vote at the Meeting and any postponements or adjournments thereof.
The Report on Form 6-K is
incorporated by reference into the Registrant’s registration statements on Form F-3
(File No. 333-257651 and File No. 333-276826) and Form S-8 (File No. 333-239517, File No. 333-271060,
and File No. 333-277703), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is
submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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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POLYPID LTD. |
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| Date: May 28, 2024 |
By: |
/s/ Dikla Czaczkes Akselbrad |
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Name: |
Dikla Czaczkes Akselbrad |
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Title: |
Chief Executive Officer |
Exhibit 99.1
polypid
Ltd.
Notice
of ANNUAL and EXTRAORDINARY General Meeting of shareholders
to be
held on July 2, 2024
Notice is hereby given that an Annual and Extraordinary
General Meeting of Shareholders (the “Meeting”) of PolyPid Ltd. (“PolyPid” or the “Company”)
will be held on July 2, 2024 at 2:00 p.m. Israel time at the Company’s office, located at 18 Hasivim Street, Petach Tikva 4959376,
Israel, for the following purposes:
| 1. | To re-elect Kost Forer Gabbay & Kasierer, Certified Public
Accountants, as the independent registered public accountants of the Company, and to authorize the board of directors of the Company
to determine their compensation, until the next annual general meeting of the Company’s shareholders. |
| 2. | To re- elect eight members of the board of directors of the
Company and approve their compensation. |
| 3. | To approve an additional
option grant for non- employee members of the board of directors. |
| 4. | To approve an option
grant for the Company’s Chief Executive Officer, Ms. Dikla Czaczkes Akselbrad. |
| 5. | To approve an additional
milestone- based option grant for the Company’s Chief Executive Officer, Ms. Dikla Czaczkes Akselbrad. |
| 6. | To approve an extension of the exercise period for the vested
options following termination of service of Ms. Anat Tsour Segal, a former director of the Company. |
| 7. | To approve an increase of the total number of shares reserved
for grant as Incentive Stock Options (“ISOs”) pursuant to Company’s U.S. subplan under the Company’s Amended
and Restated 2012 Share Option Plan (the “Option Plan”). |
| 8. | To discuss the Company’s financial statements for the
fiscal year ended December 31, 2023. |
Our board of directors (the “Board of
Directors”) recommends that you vote in favor of the proposed resolutions, which are described in the attached proxy statement.
Shareholders of record at the close of business
on June 3, 2024 (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or by appointing
a proxy to vote in their stead at the Meeting (as detailed below).
Shareholders may revoke their proxies or voting
instruction form (as applicable) in accordance with Section 9 of the Israeli Companies Law, 5759-1999 regulations (proxy and positions
statements).
A form of proxy for use at the Meeting, as attached
to the proxy statement, together with a return envelope, will be sent to holders of the Company’s ordinary shares, no par value
(the “Ordinary Shares”). By appointing “proxies,” shareholders may vote at the Meeting whether or not they
attend. If a properly executed proxy in the attached form is received by the Company at least 4 hours prior to the Meeting, all of the
Ordinary Shares represented by the proxy shall be voted as indicated on the form. Subject to applicable law and the rules of the Nasdaq
Stock Market, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted
“FOR” all of the proposed resolutions to be presented at the Meeting for which the Board of Directors recommends a vote “FOR”.
Shareholders may revoke their proxies or voting instruction form (as applicable) at any time before the deadline for receipt of proxies
or voting instruction form (as applicable) by filing with the Company (in the case of holders of Ordinary Shares) a written notice of
revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date.
If your shares are registered directly in your
name with our transfer agent, Equinity Trust Company, LLC, you are considered, with respect to those shares, the shareholder of record.
In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use the proxy
card included with this proxy statement to grant your voting proxy directly to Mr. Tal Vilnai, Secretary and General Counsel of the Company
and Orna Blum, Assistant Secretary and Legal Counsel of the Company, or to vote in person at the Meeting.
If your shares are held through a bank, broker
or other nominee, they are considered to be held in “street name” and you are the beneficial owner with respect to those shares.
A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial
owner at the Meeting and must also provide the Company with a copy of their identity card, passport or certification of incorporation,
as the case may be. If your shares were held in “street name,” as of the Record Date, these proxy materials are being forwarded
to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a
voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. You also may 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 bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting.
Brokers who hold shares in “street name” for clients typically have authority to vote on “routine” proposals even
when they have not received instructions from beneficial owners. Proposal No. 1 on the agenda of the Meeting is considered routine. Absent
specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among other
things, with respect to the election of directors or any matter that relates to executive compensation; and therefore, a “broker
non-vote” occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds Ordinary 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 all proposals.
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Sincerely, |
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Jacob Harel |
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Chairman of the Board of Directors |
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May 28, 2024 |
Exhibit 99.2
POLYPID LTD.
PETACH TIKVA,
ISRAEL
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 2, 2024
The enclosed proxy is being solicited by the board
of directors (the “Board of Directors”) of PolyPid Ltd. (the “Company”) for use at the Company’s
annual and extraordinary general meeting of shareholders (the “Meeting”) to be held on July 2, 2024, at 2:00 p.m. Israel
time, or at any adjournment or postponement thereof.
Upon the receipt of a properly executed proxy
in the form enclosed, the persons named as proxies therein will vote the ordinary shares, no par value, of the Company (the “Ordinary
Shares”) covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions,
and except as otherwise mentioned in this proxy statement, the Ordinary Shares represented thereby will be voted in favor of each of the
proposals described in this proxy statement.
Two or more shareholders present, personally or
by proxy, holding in the aggregate not less than twenty five percent (25%) of the Company’s outstanding Ordinary Shares, shall constitute
a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand
adjourned until July 9, 2024, at 2:00 p.m. Israel time (the “Adjourned Meeting”). At the Adjourned Meeting, if a quorum
is not present within half an hour from the time appointed for such meeting, any number of shareholders present personally or by proxy
shall be deemed a quorum, and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened.
Abstentions and broker non-votes are counted as Ordinary Shares present for the purpose of determining a quorum.
Pursuant to the Israeli Companies Law, 5799-1999
(the “Companies Law”), Proposals No. 1, 2, 3, 6 and 7 described hereinafter each require the affirmative vote
of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to
at least a majority of the votes actually cast by shareholders with respect to such proposals (a “Simple Majority”).
The vote for re-electing each of the directors as set forth in Proposal No. 2 shall be made separately.
Proposals No. 4 and 5 are subject to the fulfillment
of the voting requirement above and also one of the following additional voting requirements: (i) the majority of the shares that are
voted at the Meeting in favor of such Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling
shareholders and do not have a personal interest in the Proposal; or (ii) the total number of shares of the shareholders mentioned in
clause (i) above that are voted against such Proposal does not exceed two percent (2%) of the total voting rights in the Company (the
“Special Majority”).
For this purpose, “Personal Interest”
is defined under the Companies Law as: (1) a shareholder’s personal interest in the approval of an act or a transaction of the Company,
including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder’s spouse,
siblings, parents, grandparents, descendants, and spouse’s descendants, siblings, and parents, and the spouse of any of the foregoing);
(ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the
chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief
executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering
shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering
shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excludes
a personal interest arising solely from the fact of holding shares in the Company.
For this purpose, a “controlling shareholder”
is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder
of the Company). A person is presumed to be a controlling shareholder if he or she holds or controls, by himself or together with others,
one half or more of any one of the “means of control” of a company; in the context of a transaction with an interested party,
a shareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the voting rights
in the company, is also presumed to be a controlling shareholder. “Means of control” is defined as any one of the following:
(i) the right to vote at a general meeting of a company, or (ii) the right to elect directors of a company or its chief executive officer.
Proposal 8 will not involve a vote by the shareholders
and accordingly there is no proposed resolution.
Shareholders wishing to express their position
on an agenda item for this Meeting may do so by submitting a written statement (a “Position Statement”) to the Company’s
offices at 18 Hasivim Street, Petach Tikva 495376, Israel. Any Position Statement received will be furnished to the U.S. Securities and
Exchange Commission (“SEC”) on a Report on Form 6-K, and will be made available to the public on the SEC’s website
at www.sec.gov. Position Statements should be submitted to the Company no later than June 22, 2024. A shareholder is entitled to contact
the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors’ response to the
Position Statement will be submitted no later than June 27, 2024.
One shareholder or more holding Ordinary Shares
which reflect 5% or more of the Company’s share capital and voting rights (239,863 shares) is entitled to examine the proxy and
voting material.
It is noted that there may be changes on the agenda
after publishing the Proxy, and there may be Position Statements which can be published. Therefore, the most updated agenda will be furnished
to the SEC on a Report on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov.
PROPOSAL 1
TO RE-ELECT KOST FORER
GABBAY & KASIERER, CERTIFIED PUBLIC ACCOUNTANTS, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY AND TO AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO DETERMINE THEIR COMPENSATION
Under the Companies Law,
the appointment of an independent auditor requires the approval of the shareholders of the Company.
The Board of Directors
has authorized and approved the appointment of the accounting firm of EY Israel - Kost Forer Gabbay & Kasierer, Certified Public Accountants
(Isr.), a member firm of EY Global (“EY”), as the independent registered public accountants of the Company until the
next annual general meeting, and authorized the Board of Directors to determine their compensation until the next annual general meeting.
The Board of Directors
believes that the re-appointment of EY as the independent public accountants of the Company is appropriate and in the best interest of
the Company and its shareholders.
For additional information
of the fees paid by the Company and its subsidiaries to EY for each of the previous two fiscal years, please see “Item 16C - Principal
Accountant Fees and Services” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with
the SEC on March 6, 2024.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to
re-elect EY as the Company’s independent registered public accountants, and to authorize the Board of Directors to determine their
compensation, until the next annual general meeting of the Company’s shareholders.”
The approval of this
proposal, as described above, requires the affirmative vote of a Simple Majority.
The Board
of Directors unanimously recommends that the shareholders vote FOR the above proposal.
PROPOSAL 2
TO RE-elect
eight MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY AND Approve THEIR COMPENSATION
Under the Companies Law and the Company’s
Amended Articles of Association, the management of the Company’s business is vested in the Board of Directors. Our Board of Directors
is currently comprised of eight directors – Jacob Harel (Chairman), Dikla Czaczkes Akselbrad, Yechezkel Barenholz, Nir Dror, Joseph
BenAmram, Itzhak Krinsky, Nurit Tweezer-Zaks and Robert B. Stein (each, a “Re-Elected Director”).
According to the resolution of the Company’s
nomination committee from May 2, 2024, each of Mr. Harel, Prof. Barenholz, Mr. Dror, Mr. BenAmram, Dr. Krinsky, Dr. Tweezer-Zaks and Dr.
Stein qualifies as an ‘independent director’ under the Nasdaq Stock Market rules.
It is proposed to re-elect Mr. Harel, Prof. Barenholz,
Mr. Dror, Mr. BenAmram, Dr. Krinsky, Dr. Tweezer-Zaks, Dr. Stein and Ms. Czaczkes Akselbrad as members of the Board of Directors to hold
office until the close of the next annual general meeting, unless their office becomes vacant earlier in accordance with the provisions
of the Companies Law and the Company’s Articles of Association (the “Articles”), unless otherwise provided in
the Articles. Each director nominee has certified to us that they meet all 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.
In their capacity as members of the Company’s
Board of Directors, each Re-Elected Director, other than Ms. Czaczkes Akselbrad and Mr. Harel, shall be entitled to the following fees:
(i) an annual fee of NIS 37,000 (approximately $10,000) to directors located in Israel; $20,000 to the non-Israeli directors; and (ii)
an attendance fee of NIS 2,480 (approximately $670) per meeting of the Board or a committee thereof, NIS 1,480 (approximately $400) for
a Zoom/Teams/telephonic meeting or NIS 1,240 (approximately $335) for written resolutions, which amounts are less than the maximum amounts
set forth in the second and third appendices of the Companies Regulations (Rules Concerning Compensation and Expenses of an External Director),
5760-2000.
In his capacity as Chairman and according to the
approvals given by the Company’s shareholders as of April 13, 2021, Mr. Harel shall be entitled to a fixed annual fee of $50,000
with no per-meeting payments, in accordance with the Company’s compensation policy.
In addition, according to the Company’s
compensation policy, each Re-Elected Director, other than Ms. Czaczkes Akselbrad, will be granted options to purchase 312 Ordinary Shares
of the Company at an exercise price equal to the closing price of the Company’s Ordinary Shares on the date of the Meeting, which
will vest over four quarters. However, if Proposal No. 3 herein regarding the approval of an additional
option grant for non-employee members of the Board of Directors is approved by the shareholders of the Company, each Re-Elected Director,
other than Ms. Czaczkes Akselbrad, will be granted options to purchase an additional 6,188 Ordinary Shares of the Company at an exercise
price equal to the closing price of the Company’s Ordinary Shares on the date of the Meeting, which will vest over four quarters.
In addition, in their capacity as members of the
Board of Directors, the Re-Elected Directors shall continue to be entitled to the same insurance, indemnification and exculpation arrangements
as are currently in effect for the Company’s officers and directors, all of which are in accordance with the Articles and the Company’s
compensation policy.
A brief biography of the background and experience
of each Re-Elected Director is set forth below:
Mr. Jacob Harel has served as a director
since November 2017 and the chairman of our board of directors since December 2017. Mr. Harel
has more than 35 years of experience in the pharmaceutical industry, of which 27 years were at Merck & Co., Inc., or Merck, in different
leadership roles in sales and marketing across several continents. In his last position at Merck, Mr. Harel was the head of the corporate
business development group. In this capacity he led a corporate team that was in charge of negotiating and executing key enterprise transactions.
Following his retirement from Merck in 2014, Mr. Harel founded “The Harel Group”,
a business development advisory firm, specialized in facilitating partnership transactions within the global pharmaceutical and medical
device industries. He holds a B.S. in economics from Haifa University and an M.B.A. from Tel Aviv University.
Ms. Dikla Czaczkes Akselbrad has served
as our Chief Executive Officer since July 2022 and a director since August 2022. From December 2016 to July 2022, Ms. Czaczkes Akselbrad
served as our Executive Vice President and Chief Financial Officer. Prior to that time, Ms. Czaczkes Akselbrad served as our Chief
Strategy Officer from July 2014 to December 2016. Ms. Czaczkes Akselbrad has over 20 years of experience in capital markets, finance and
business development. Ms. Czaczkes Akselbrad served as a chief financial officer of Compugen Ltd. (Nasdaq: CGEN) from February 2008 to
May 2014. She holds a B.A. in accounting and economics and an M.B.A. in finance, both from Tel Aviv University, and is a certified public
accountant in Israel.
Prof. Yechezkel Barenholz, Ph.D. has served
as a director since April 2008. Prof. Barenholz currently serves as head of the Laboratory of Membrane and Liposome Research
at the Department of Biochemistry of the Hadassah Medical School at the Hebrew University of Jerusalem, a position he has held since 1975. He
has served as Chief Executive Officer and Chief Scientific Officer of Ayana Pharma Ltd. since 2018 and 2014, respectively. He served
as a director of Aulos Bioscience from 2019 to 2023. He is the major inventor and co-developer of Doxil®, the first
nano-delivery system approved by the FDA, now approved globally and used to treat more than one million cancer patients. He led the
development of generic Doxil at Ayana Pharma Ltd. that was approved by the FDA on October 2021, and which is now sold in the United States
and Israel. Prof. Barenholz has been awarded many national and international prizes including the prestigious Israel Prime
Minister 2020 EMET prize in Nanotechnology. He holds a B.S., M.S. and Ph.D. in biochemistry from the Hebrew University of Jerusalem.
Mr. Nir Dror has served as a director since
May 2020. Mr. Dror currently serves as the Chief Financial Officer of Aurum Ventures M.K.I. Ltd., a position he has held since
2013. He holds a B.A. and L.L.M. from Tel Aviv University and an M.B.A. from the University of Michigan.
Mr. Joseph BenAmram
has served as a director since May 2023. Mr. Joseph BenAmram held various leadership roles at Merck in sales, marketing and business development
for over 22 years. In his last position he was Senior Vice President & President of EURAM Region from October 2017 to February 2019.
From June 2016 to September 2017, he served as Senior Vice President & President of MER Region and from October 2013 to May 2016 as
Senior Vice President & President, Diversified Brands Division. From August 2010 to October 2013, Mr. BenAmram served as Merck’s
Vice President & General Manager Emerging Markets. Mr. BenAmram currently serves as the President of Quris-AI (since June 2023), the
Chief Strategy Officer of Golden Age Health PTE. LTD. (since March 2023) and the chairman of the board of directors of MediCane Health
Inc. (since March 2019). He holds an MBA from Tel Aviv University, Recanati Graduate School of Business Administration, and a Bachelor’s
degree in Economics and Management from Tel Aviv University, Recanati Graduate School of Business Administration.
Dr. Itzhak Krinsky, Ph.D. has served as
a director since January 2019. Dr. Krinsky currently serves as a director and member of the audit committee of Noramco Inc., Woodstock
Sterile Solutions and Apotex Inc., positions he has held since September 2018, April 2021 and April 2023, respectively. Dr. Krinsky
previously worked at Teva Pharmaceuticals Industries Ltd. as the Chairman of Teva Japan, Chairman of Teva South Korea and Head of
Business Development, Asia Pacific from October 2012 to April 2016. Dr. Krinsky served as a director of Kamada Ltd. from November
2017 to November 2019 and as a member of the nominating and corporate governance committee of Advanz Pharma Corp. (formerly known as Concordia
Healthcare Corp) from May 2017 to September 2018. He holds a B.A. and M.A. in economics from Tel Aviv University and a Ph.D. in economics
from McMaster University.
Dr. Nurit Tweezer-Zaks, M.D., has served
as a director since November 2023. Dr. Tweezer-Zaks currently serves as Chief Executive Officer of MediCane R&D, a position she has
held since July 2022. She previously served as Chief Medical Officer and Business Development of MediCane Health Inc. from April 2021
to July 2022. Dr. Tweezer-Zaks served as Chief Medical Officer of aMOON Venture Capital Fund from May 2020 to April 2021, and as Operating
Partner and Head of Sourcing from June 2018 to April 2020. Prior to this, Dr. Tweezer-Zaks held increasingly senior positions at Sanofi.
In her most recent role at Sanofi from June 2017 to June 2018, she served as Global Established Products Medical Lead – Strategic
Decision for Portfolio Enhancement. Dr. Tweezer-Zaks holds M.D. and B.S. degrees from Ben Gurion
University School of Medicine in Beer Sheva, Israel, and earned an M.B.A. from the Kellogg-Recanati International Executive MBA Program,
a global partnership program between Northwestern University’s Kellogg School of Management in Evanston, IL, and
Tel Aviv University’s Recanati Graduate School of Business Administration in Israel.
Dr. Robert B. Stein, M.D., Ph.D.,
has served as a director since June 2020. Dr. Stein currently serves as a Venture Partner at Samsara BioCapital, a position he has held
since January 2018, and he is the Principal at RBS Biotech Consulting, LLC, which he founded in August 2008. He previously served as the
Chief Scientific Officer and Head of Research and Development of Agenus Inc. from January 2014 to January 2016 and as the President of
Research and Development from January 2016 to April 2017. He served as President, Regenerative Medicine at Mimedx, from 2019 to 2022.
He serves on the boards of directors of Protagenic Therapeutics, Inc. since February 2016 and Taro Pharmaceutical Industries Ltd. since
February 2020. He holds a B.S. in biology and chemistry from Indiana University and an M.D. and a Ph.D. in physiology and pharmacology
from Duke University. Dr. Stein is board certified in Anatomic and Clinical Pharmacology. He has 45 years of experience in the pharma
and biotech industries, including leadership roles at Merck, Ligand, DuPont, Incyte, Roche, and Kinemed in addition to the roles mentioned
above. He has played a key role in the discovery and/or development of eight registered medicines, including Sustiva®,
Promacta®, and Eliquis®.
The Company’s shareholders will be requested
to adopt the following resolutions at the Meeting:
| 1. | “RESOLVED, to re-elect Mr. Jacob Harel as a member
of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his
compensation. |
| 2. | “RESOLVED, to re-elect Ms. Dikla Czaczkes Akselbrad
as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders.” |
| 3. | “RESOLVED, to re-elect Prof. Yechezkel Barenholz
as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and
approve his compensation.” |
| 4. | “RESOLVED, to re-elect Mr. Nir Dror as a member
of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his
compensation.” |
| 5. | “RESOLVED, to re-elect Mr. Joseph BenAmram as member
of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his
compensation.” |
| 6. | “RESOLVED, to re-elect Dr. Itzhak Krinsky as member
of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his
compensation.” |
| 7. | “RESOLVED, to re-elect Dr. Nurit Tweezer-Zaks as
member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve
her compensation.” |
| 8. | “RESOLVED, to re-elect Dr. Robert B. Stein as member
of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his
compensation.” |
The approval of each of these proposals, as described
above, requires the affirmative vote of a Simple Majority.
The Board
of Directors unanimously recommends that the shareholders vote FOR each of the above proposals.
PROPOSAL 3
TO APPROVE
AN ADDITIONAL OPTION GRANT FOR NON- EMPLOYEE MEMBERS OF THE BOARD OF DIRECTORS
On May 2, 2024 and May 6, 2024, the compensation
committee of the Board of Directors (the “Compensation Committee”) and the Board of Directors, respectively, approved
and recommend to the Company’s shareholders to approve an additional grant of 6,188 options to non-employee members of the Board
of Directors as part of their annual grant of options (the “Non-Employee Directors Options”).
The grant of the Non-Employee Directors Options
is subject to the re-election of the Company’s non-employee members of the Board of Directors, and their approval pursuant to Proposal
No. 2 hereof.
The Non-Employee Directors Options will be exercisable
at an exercise price equal to the closing price of the Company’s Ordinary Shares on the date of the Meeting, and will vest over
four quarters. When considering the Non-Employee Directors Options grant, our Compensation Committee and Board of Directors considered
numerous factors, including, among others: (i) the position, responsibilities, background and experience of each of the non-employee members
of the Board of Directors; (ii) that the Non-Employee Directors Options granted to the non-employee members of the Board of Directors
reflect a fair and reasonable value for each of the non-employee members of the Board of Directors services, commitment and contribution
to the Company’s growth and achievements in the short and long term; (iii) that the grant of Non-Employee Directors Options to the
non-employee members of the Board of Directors is in accordance with the Company’s compensation policy; and (iv) that the grant
of Non-Employee Directors Options to the non-employee members of the Board of Directors will create a similarity of interests between
the Company’s shareholders and the non-employee members of the Board of Directors.
The Compensation Committee and the Board of Directors
also considered, among other things, the Company’s size and the nature of its operations, and reviewed various data and information
they deemed relevant, including comparative data regarding peer companies.
Accordingly, the Compensation
Committee and Board of Directors determined that the grant of Non-Employee Directors Options for non- employee members of the Board of
Directors is in the Company’s best interest.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to
approve an additional Non-Employee Directors Options grant for non-employee members of the
Board of Directors, as set forth in the Proxy Statement.”
The approval of this
proposal, as described above, requires the affirmative vote of a Simple Majority.
The Board
of Directors unanimously recommends that the shareholders vote FOR the above proposal.
PROPOSAL 4
TO APPROVE
AN OPTION GRANT FOR THE COMPANY’S CHIEF EXECUTIVE OFFICER, MS. DIKLA CZACZKES AKSELBRAD
Ms. Dikla Czaczkes Akselbrad
has served as the Company’s Chief Executive Officer since July 2022 and as a director since August 2022. From December 2016 to July
2022, Ms. Czaczkes Akselbrad served as our Executive Vice President and Chief Financial Officer.
On May 2, 2024 and May
6, 2024, the Compensation Committee and the Board of Directors, respectively, approved and recommend to the Company’s shareholders
to approve a grant of options to Ms. Czaczkes Akselbrad as part of an annual grant of options to all of the Company’s employees. To date,
the Company’s shareholders have not approved the option grant at a general meeting, and therefore the options were not granted to
Ms. Czaczkes Akselbrad until now.
Under this grant, Ms. Czaczkes Akselbrad will
be granted an amount of options to purchase up to 198,900 Ordinary Shares (the “CEO Options”) on the following terms:
| ● | Term
and Vesting Schedule- the CEO Options shall vest and become exercisable during a 4-year period as of May 6, 2024 (the “Vesting
Commencement Date”). Six point twenty five percent (6.25%) of the shares covered by the CEO Options shall vest at the end of
each quarter subsequent to the Vesting Commencement Date. |
| ● | Other
terms- the CEO Options are subject to such other terms and conditions set forth in the Company’s options agreement and the
provisions of the Option Plan for C-level officers, including the right to exercise vested options during a period of one year following
termination of employment. |
| ● | Exercise
Price- the CEO Options shall be exercisable at an exercise price of $4.64 per Ordinary Share, which equals the average closing price
of the Company’s Ordinary Shares over the 30 trading days prior to May 6, 2024. |
The CEO Options are granted
in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961.
When considering the CEO Options grant, the Compensation
Committee and Board of Directors considered numerous factors, including, among others: (i) the position, responsibilities, background
and experience of Ms. Czaczkes Akselbrad; (ii) that the CEO Options granted to Ms. Czaczkes Akselbrad reflect a fair and reasonable value
for Ms. Czaczkes Akselbrad’s services, commitment and contribution to the Company’s growth and achievements in the short and long
term; (iii) that the grant of CEO Options to Ms. Czaczkes Akselbrad is in accordance with the Company’s compensation policy; and
(iv) that the grant of CEO Options to Ms. Czaczkes Akselbrad will create a similarity of interests between the Company’s shareholders
and Ms. Czaczkes Akselbrad.
The Compensation Committee and the Board of Directors
also considered, among other things, the Company’s size and the nature of its operations, and reviewed various data and information
they deemed relevant, including comparative data regarding peer companies.
Accordingly, the Compensation
Committee and Board of Directors determined that the CEO Options grant for Ms. Czaczkes Akselbrad is in the Company’s best interest.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to
approve a CEO Options grant for Ms. Dikla Czaczkes
Akselbrad, as set forth in the Proxy Statement.”
The approval of this
proposal, as described above, requires the affirmative vote of a Special Majority.
Please note that we consider
it highly unlikely that any of our shareholders is a controlling shareholder, or has a personal interest in this proposal. However, as
required under Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling
shareholder or have a personal interest in this proposal. Without indicating to this effect – we will not be able to count your
vote with respect to this proposal.
The Board of Directors unanimously recommends a vote FOR on the
above proposal.
PROPOSAL
5
TO APPROVE
AN ADDITIONAL MILESTONE-BASED OPTION GRANT FOR THE COMPANY’S CHIEF EXECUTIVE OFFICER, MS. DIKLA CZACZKES AKSELBRAD
The
Company is currently enrolling patients in its ongoing SHIELD II phase 3 trial of D-PLEX100 for
the prevention of abdominal colorectal surgical site infections (the “Trial”). Unblinded
interim analysis is expected to occur in mid-2024 and top-line results are anticipated in the second half of 2024. The expected timing
for top-line results from the SHIELD II phase 3 trial and of the unblinded interim
analysis is based upon management’s current expectations, beliefs and projections, many of which,
by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can
be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially
from what is expected.
On May 2, 2024 and May
6, 2024, the Compensation Committee and the Board of Directors, respectively, approved and recommend to the Company’s shareholders
to approve an additional milestone-based grant of options to Ms. Czaczkes Akselbrad. To date, the Company’s shareholder have not
approved the option grant at a general meeting, and therefore the options were not granted to Ms. Czaczkes Akselbrad until now.
Our Compensation Committee and Board of Directors
believe that a milestone-based grant of options is an effective tool to retain and incentivize our
Chief Executive Officer. It enables us to grant equity compensation to our Chief Executive Officer based on the achievement of predetermined
goals in order for the milestone-based grant to apply and be valid.
Under this grant, Ms. Czaczkes Akselbrad will
be granted an amount of options to purchase up to 132,600 Ordinary Shares (the “CEO Milestone Options”) in the following
terms:
| ● | Term
and Vesting Schedule- the CEO Milestone Options shall vest and become exercisable during a 2-year period as of May 6, 2024 pursuant
to the following vesting schedule: |
| o | Upon interim analysis outcome of early stopping of the
Trial for efficacy (the “Triggering Milestone”): |
| ● | Eighteen point seventy five percent (18.75%) of the shares
covered by the CEO Milestone Options- immediate vesting. |
| ● | Eighteen point seventy five percent (18.75%) of the shares
covered by the CEO Milestone Options- vested 30 days from the Triggering Milestone. |
| ● | Eighteen point seventy five percent (18.75%) of the shares
covered by the CEO Milestone Options- vested 60 days from the Triggering
Milestone. |
| ● | Eighteen point seventy five percent (18.75%) of the shares
covered by the CEO Milestone Options- vested 90 days from the Triggering Milestone. |
| ● | Remaining twenty
five percent (25%) of the shares covered by the CEO Milestone Options- quarterly at the end of each subsequent quarter following the
last vesting date. |
Or
| o | Upon top- line results (primary endpoint) of the Trial with overall alpha level of up to (and including)
5% (the “Triggering Milestone”): |
| ● | Twenty percent (20%) of the shares covered by the CEO Milestone
Options- immediate vesting. |
| ● | Twenty percent (20%) of the shares covered by the CEO Milestone
Options- vested 30 days from the Triggering Milestone. |
| ● | Remaining sixty
percent (60%) of the shares covered by the CEO Milestone Options- quarterly at the end of each subsequent quarter following the last
vesting date. |
| ● | If
none of the Triggering Milestones take place, the CEO Milestone Options grant shall be void. |
| ● | Other
terms- the CEO Milestone Options are subject to such other terms and conditions set forth in the Company’s options agreement
and the provisions of the Option Plan for C-level officers, including the right to exercise vested options during a period of one year
following termination of employment. |
| ● | Exercise
Price- the CEO Milestone Options shall be exercisable at an exercise price of $4.64 per Ordinary Share, which equals the average
closing price of the Company’s Ordinary Shares during the 30 trading days prior to May 6, 2024. |
The CEO Milestone Options
are granted in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961.
When considering the CEO Milestone Options grant,
our Compensation Committee and Board of Directors considered numerous factors, including, among others: (i) the position, responsibilities,
background and experience of Ms. Czaczkes Akselbrad; (ii) that the CEO Milestone Options granted to Ms. Czaczkes Akselbrad reflect a fair
and reasonable value for Ms. Czaczkes Akselbrad’s services, commitment and contribution to the Company’s growth and achievements
in the short and long term; (iii) that the grant of CEO Milestone Options to Ms. Czaczkes Akselbrad is in accordance with the Company’s
compensation policy; and (iv) that the grant of CEO Milestone Options to Ms. Czaczkes Akselbrad will create a similarity of interests
between the Company’s shareholders and Ms. Czaczkes Akselbrad.
Accordingly, the Compensation
Committee and Board of Directors determined that the CEO Milestone Options grant for Ms. Czaczkes Akselbrad is in the Company’s
best interest.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to
approve a CEO Milestone Options grant for Ms. Dikla Czaczkes Akselbrad, as set forth in the
Proxy Statement.”
The approval of this
proposal, as described above, requires the affirmative vote of a Special Majority.
Please note that we consider
it highly unlikely that any of our shareholders is a controlling shareholder, or has a personal interest in this proposal. However, as
required under Israeli law, the enclosed form of proxy requires that you specifically indicate whether you are, or are not, a controlling
shareholder or have a personal interest in this proposal. Without indicating to this effect – we will not be able to count your
vote with respect to this proposal.
The Board of Directors unanimously recommends a vote FOR on the
above proposal.
PROPOSAL
6
APPROVAL OF EXTENSION OF EXERCISE
PERIOD FOR VESTED OPTIONS FOLLOWING TERMINATION OF SERVICE OF MS. ANAT TSOUR SEGAL, FORMER DIRECTOR OF THE COMPANY
According to the Company’s Option Plan, vested
options shall expire following the lapse of a three month period after termination of employment or service, unless exercised earlier.
Ms. Anat Tsour Segal, who served as a director of the Company for 15 years and resigned effective as of November 6, 2023, has asked for
an extension of such exercise period for 1,842 vested options from three months to twelve months following termination of service.
At a meeting of the Compensation Committee held
on November 2, 2023, the Compensation Committee reviewed and recommended, and the Board of Directors at its meeting held on November 6,
2023, subsequently approved, that Ms. Anat Tsour Segal’s 1,842 vested options shall expire upon the lapse of a twelve month period after
termination of her service as a director of the Company, in accordance with the terms of the Option Plan, unless exercised earlier. Such
extension is within the boundaries of the Company’s compensation policy.
When considering the extension of the exercise
period for Ms. Tsour Segal’s 1,842 vested options, the Compensation Committee and Board of Directors considered Ms. Tsour Segal’s
long-term dedicated service and contribution to the Company and the Board of Directors.
The shareholders of the
Company are requested to adopt the following resolution:
“RESOLVED, to approve that Ms. Anat Tsour
Segal’s 1,842 vested options shall expire upon the lapse of a twelve months’ period after termination of her service as a director of
the Company, in accordance with the terms of the Option Plan, unless exercised earlier.”
The approval of this
proposal, as described above, requires the affirmative vote of a Simple Majority.
The Board
of Directors unanimously recommends that the shareholders vote FOR the above proposal.
PROPOSAL
7
APPROVAL OF INCREASE OF TOTAL NUMBER OF SHARES
RESERVED FOR GRANT AS INCENTIVE STOCK OPTIONS PURSUANT TO COMPANY’S U.S. SUBPLAN UNDER COMPANY’S OPTION PLAN
Generally,
the Company is not required by the Companies Law, or otherwise under applicable Israeli law, to approve the adoption, extension or
amendment of plans for the equity compensation of its employees, directors and other parties. However, in order for the Company to issue
options that qualify as incentive stock options (“ISOs”) under the U.S. Internal Revenue Code, the Company’s
shareholders are required to approve an amendment to increase the total number of Ordinary Shares for grant as ISOs.
On
March 6, 2024, the Board of Directors approved an amendment to the Company’s U.S. Subplan under the Option Plan (the
“SubPlan”), increasing the total number of Ordinary Shares for grant as ISOs pursuant to the SubPlan from 39,833 shares
to 300,000 Ordinary Shares, as reflected under Annex A attached hereto. Additionally, the amendment attached hereto as Annex
A clarifies that the Ordinary Shares reserved for grant as ISOs pursuant to the SubPlan shall not affect the number of
total Options reserved under the Plan.
Besides such amendment,
all other terms of the SubPlan will not change.
ISOs are a type of
option that, among other things, can be granted only to employees of a corporation and must have an exercise (or strike) price, which
is at least equal to the fair market value of an Ordinary Share (110% of the fair market value of an Ordinary Share, for grants made to
10% or more shareholders) on the date of grant, as determined in accordance with the SubPlan and the U.S. Internal Revenue Code. ISOs
may confer a U.S. tax benefit. There are no tax implications when the ISOs are initially granted. Once the options are exercised,
the employee can either sell the shares immediately or wait to do so. However, the shares must be held for more than one year from
the date of exercise and two years from the date of grant for the difference between the fair market value on the date of exercise and
the exercise (or strike) price to be taxed at capital gains rates, rather than at ordinary income rates.
The Board of Directors
believes that the amendment is advisable in order to enable the Company to incentivize its U.S. based employees.
It is proposed that the
following resolution be adopted at the Meeting:
“RESOLVED, to
approve the amendment of Company’s U.S. Subplan under the Option Plan, for U.S. tax
purposes, as set forth in Annex A to the Proxy Statement.”
The approval of the above
proposal, as described above, requires the affirmative vote of a Simple Majority.
The Board of Directors
recommends a vote FOR the approval of the proposed resolution.
PROPOSAL
8
DISCUSSION OF THE COMPANY’S
FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2023
Pursuant to the Companies
Law, the Company is required to present the Company’s audited financial statements and Annual Report on Form 20-F for the year ended
December 31, 2023, to the Company’s shareholders. The financial statements and Annual Report on Form 20-F for the year ended December
31, 2023, were filed with the SEC on March 6, 2024, and are available on the SEC’s website on:
https://www.sec.gov/Archives/edgar/data/1611842/000121390024020424/ea0200588-20f_polypidltd.htm
At the Meeting, shareholders
will have an opportunity to review, ask questions and comment on the Company’s audited consolidated financial statements for the
year ended December 31, 2023.
This agenda item will
not involve a vote by the shareholders, and accordingly there is no proposed resolution.
Your vote is important! Shareholders
are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense
of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified,
the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION
IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.
Proxies and all other applicable materials should be sent to:
Equiniti Trust Company, LLC
55 Challenger Road, 2nd Floor
Ridgefield
Park, NJ 07660
ADDITIONAL INFORMATION
The Company is subject to the informational requirements
of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers.
Accordingly, the Company files reports and other information with the SEC. All documents which the Company will file on the SEC’s
EDGAR system will be available for retrieval on the SEC’s website at http://www.sec.gov.
As a foreign private issuer, the Company is exempt
from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition,
the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as
promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Annual and Extraordinary
General Meeting of Shareholders and the proxy statement have been prepared in accordance with applicable disclosure requirements in the
State of Israel.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED
IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED
TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS
CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED MAY 28, 2024. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT
IS ACCURATE AS OF ANY DATE OTHER THAN MAY 28, 2024, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION
TO THE CONTRARY.
| |
By Order of the Board of Directors |
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|
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PolyPid Ltd. |
| |
Jacob Harel, Chairman of the Board of Directors |
Exhibit 99.3
POLYPID LTD.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned hereby appoints Mr. Tal Vilnai,
Secretary and General Counsel of PolyPid Ltd. (the “Company”) and Ms. Orna Blum, Assistant Secretary and Legal Counsel
of the Company, and each of them, agents and proxies of the undersigned, with full power of substitution to each of them, to represent
and to vote on behalf of the undersigned all the Ordinary Shares of the Company which the undersigned is entitled to vote at the Annual
and Extraordinary General Meeting of Shareholders (the “Meeting”) to be held on July 2, 2024 at 2:00 p.m. Israel time,
and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of Annual and
Extraordinary General Meeting of Shareholders and proxy statement relating to the Meeting.
This Proxy, when properly executed, will be voted
in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy will be voted FOR such
matter. Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued and to be signed on the reverse side)
POLYPID LTD.
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
Date of Meeting: July 2, 2024
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
| 1. |
To re-elect Kost Forer Gabbay & Kasierer, Certified Public Accountants, as the independent registered public accountants of the Company, and to authorize the Board of Directors to determine their compensation, until the next annual general meeting of the Company’s shareholders, as set forth in Proposal No. 1 of the Proxy Statement. |
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☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 2. |
To adopt the following resolutions, as set forth in Proposal No. 2 of the Proxy Statement: |
| 2.1 |
To re-elect Mr. Jacob Harel as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
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☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 2.2 |
To re-elect Ms. Dikla Czaczkes Akselbrad as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders. |
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☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 2.3 |
To re-elect Prof. Yechezkel Barenholz as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 2.4 |
To re-elect Mr. Nir Dror as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
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☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN
|
| 2.5 |
To re-elect Mr. Joseph BenAmram as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 2.6 |
To re-elect Dr. Itzhak Krinsky as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 2.7 |
To re-elect Dr. Nurit Tweezer-Zaks as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve her compensation. |
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 2.8 |
To re-elect Dr. Robert B. Stein as a member of
the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation.
|
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 3. |
To approve an additional option grant for non- employee members of the board of directors, as set forth in Proposal No. 3 of the Proxy Statement. |
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 4. |
To approve an option grant for the Company’s Chief Executive Officer, Ms. Dikla Czaczkes Akselbrad, as set forth in Proposal No. 4 of the Proxy Statement. |
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
4a. Do you confirm that you are NOT
a controlling shareholder of the Company and/or do NOT have a Personal Interest (as such terms are defined in the Companies Law and in
the Proxy Statement) in Proposal No. 4?*
| |
☐ |
YES I/We confirm that I am/ we are NOT a controlling shareholder of the Company and/or do NOT have a Personal Interest in Proposal No. 4. |
|
| |
* |
If you do not indicate a response for this item 4a, your shares will not be voted for Proposal No.4. |
| 5. |
To approve an additional milestone-based option grant for the Company’s Chief Executive Officer, Ms. Dikla Czaczkes Akselbrad, as set forth in Proposal No. 5 of the Proxy Statement. |
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
5a. Do you confirm that you are NOT
a controlling shareholder of the Company and/or do NOT have a Personal Interest (as such terms are defined in the Companies Law and in
the Proxy Statement) in Proposal No. 5?*
| |
☐ |
YES I/We confirm that I am/ we are NOT a controlling shareholder of the Company and/or do NOT have a Personal Interest in Proposal No. 5. |
|
| |
* |
If you do not indicate a response for this item 5a, your shares will not be voted for Proposal No.5. |
| 6. |
To approve an extension of the exercise period for the vested options following termination of service of Ms. Anat Tsour Segal, former director of the Company, as set forth in Proposal No. 6 of the Proxy Statement. |
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
| 7. |
To approve an increase of the total number of shares reserved for grant as Incentive Stock Options pursuant to Company’s U.S. subplan under the Company’s Amended and Restated 2012 Share Option Plan, as set forth in Proposal No. 7 of the Proxy Statement. |
| |
☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
In their discretion, the proxies are authorized
to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
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SIGNATURE |
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DATE |
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| NAME |
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SIGNATURE |
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DATE |
Please sign exactly as your name appears on this
Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give
full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by authorized person.
Annex A
| 3. |
Shares Available for Allocation; Other Board Limitations |
Notwithstanding the provisions of Section
5 of the Plan, the Company’s shareholders have approved a total of Thirty Nine Thousand Eight Hundred
Thirty Three (39,833)Three Hundred Thousand (300,000) Shares, subject to adjustments
as set forth in Section 12 of the Plan, for grant pursuant to this Sub-Plan as ISOs (as defined below). For
clarity, such Shares shall not affect the number of total Options reserved under the Plan. Shares underlying ISOs that fail
to vest or be fully exercised prior to expiration or other termination shall again become available for grant as ISOs pursuant to this
Sub-Plan as permitted by applicable law.
Notwithstanding Section 3.2 or 3.3 of
the Plan, no changes by the Board shall, without approval of the Company’s shareholders: (a) increase the total number of Shares
available for grant pursuant to this Sub-Plan as ISOs, except by operation of the provisions of Section 12 of the Plan; (b) change the
class of persons eligible to receive grants pursuant to this Sub-Plan; or (c) extend the date on which ISOs can be granted pursuant to
this Sub-Plan beyond the tenth (10th) anniversary of the earlier of the date the Board adopts this Sub-Plan or the date of
shareholder approval described in the preceding paragraph.
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