Report of Foreign Issuer (6-k)
August 12 2019 - 3:16PM
Edgar (US Regulatory)
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 August 2019
Commission
File Number: 0-29452
RADCOM
LTD.
(Translation
of registrant’s name into English)
24
Raoul Wallenberg Street, Tel Aviv 69719, 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 ☐
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): N/A
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): N/A
THE
INFORMATION BELOW UNDER “UPDATE REGARDING BOARD COMPOSITION” AND THE GAAP FINANCIAL STATEMENTS INCLUDED IN EXHIBIT
99.1 INCLUDED IN THIS FORM 6-K OF THE REGISTRANT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION
STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-111931, 333-123981, 333-190207, 333-195465, 333-203087, 333-211628 AND
333-215591) AND FORM F-3 (REGISTRATION STATEMENT NOS. 333-170512 AND 333-189111), 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WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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
Update
Regarding Board Composition
. RADCOM Ltd. (the “
Company
”) has elected to exempt itself from the requirement
under the Israeli Companies Law (the “
Companies Law
”, the “
Regulations
”) to have on its
Board of Directors two External Directors (as such term is defined in the Companies Law, the “
External Directors Requirement
”).
The Company is permitted to rely on this relief under the Regulations since its ordinary shares are listed on Nasdaq, the Company
does not have a controlling shareholder, a majority of its Board is comprised of independent directors under Nasdaq rules and
it complies with the Nasdaq rules as to the required composition of the audit and compensation committees of the Board. In the
last Annual General Meeting of the holders of the Company’s shares that took place on July 11, 2019, Rami Schwartz and Oren
Most were elected as External Directors. They will continue to serve as directors of the Company until the second annual
meeting of the Company after the date hereof. The Board resolved to avail itself from the External Directors Requirement
after it concluded that the conditions set forth in the Regulations are met, including that Mr. Zohar Zisapel is not a controlling
shareholder of the Company (as such term is defined in the Companies Law). The Company believes that meeting Nasdaq requirements
with respect to directors’ independence and having a majority of independent directors on its Board of Directors provides
at least a comparable level of independent oversight by directors as the External Directors Requirement.
Release
of Financial Results
. On August 12, 2019, the Company issued the press release, attached hereto as Exhibit 99.1, reporting
its financial results for the second quarter of 2019.
This report on Form 6-K of the registrant consists of the contents above and the following document, which is attached hereto and incorporated by reference herein:
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.
|
RADCOM
LTD.
|
|
|
|
Date:
August 12, 2019
|
By:
|
/s/ Amir
Hai
|
|
Name:
|
Amir
Hai
|
|
Title:
|
CFO
|
2
Radcom (NASDAQ:RDCM)
Historical Stock Chart
From Apr 2024 to May 2024
Radcom (NASDAQ:RDCM)
Historical Stock Chart
From May 2023 to May 2024