2 ballot items.
Shareholders will vote on increasing private-placement beneficial ownership and voting limitations from 4.99% to up to 9.99%, and on authorizing an adjournment to solicit additional proxies if needed for Proposal 1.
Approve amendments to the transaction documents for the October 2025 and August 2026 private placements allowing each investor, upon written notice, to increase its beneficial ownership and corresponding voting-power limitation from 4.99% to any percentage up to 9.99% of outstanding ordinary shares, for purposes of Section 13(d) of the Exchange Act and Sections 270(5) and 274 of the Israeli Companies Law.
Proposal 1 asks shareholders to amend ownership and voting caps applicable to warrants issued in the October 2025 and August 2026 private placements. The current caps generally prevent each investor, together with affiliates, from exceeding 4.99% beneficial ownership or voting power. Approval would let an investor increase or decrease its limit by written notice to any level not exceeding 9.99%, with an increase becoming effective on the 61st day after notice. The request arises from the Company’s commitment in the August 2026 Purchase Agreement to seek shareholder approval for the amendment. The Company states that approval would satisfy the shareholder-approval requirements under Sections 270(5) and 274 of the Israeli Companies Law for ownership increases above 5%. Management argues that retaining the 4.99% cap could force warrant holders to sell shares before exercising additional warrants, slowing exercises and delaying proceeds to the Company. If approved, the amendment could accelerate warrant exercises and improve the Company’s access to financing proceeds. The principal shareholder risk is dilution of existing shareholders’ voting and economic interests, possible market-price pressure from sales of newly issuable ADSs, and the possibility that investors could obtain significant voting control. Directors and executive officers participated in the private placements, so certain insiders have a direct interest in the amendment through their warrants or other securities. The Board recommends voting FOR the proposal.
Approve adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit additional proxy solicitation and voting if there are insufficient votes for, or otherwise in connection with, Proposal 1.
Proposal 2 asks shareholders to authorize an adjournment of the Special Meeting if necessary or appropriate in connection with Proposal 1. The stated purpose is to provide additional time to solicit and receive proxies when the vote count is insufficient to approve the beneficial ownership limitation amendment. If approved, the Board could adjourn the meeting and any adjourned session and use the additional time to contact shareholders, including shareholders who already voted. The Company says it currently does not intend to adjourn if Proposal 1 has sufficient support. The authority could nevertheless permit an adjournment even where the preliminary vote appears unfavorable to Proposal 1, allowing management to seek changed votes. If the proposal is rejected, the Board may be unable to adjourn the meeting based on an insufficient vote count for Proposal 1. The proposal is procedural and does not itself amend the warrant terms or authorize issuances. Its practical effect is to give management additional flexibility to pursue approval of Proposal 1. The Board recommends voting FOR the adjournment authority. Shareholders should weigh the potential benefit of fuller solicitation against the possibility of delaying resolution of the substantive amendment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Dauntless Investment Group, LLC | 0.31% | 214,987 | $1M |
| 2 | Ikarian Capital, LLC | 0.30% | 211,538 | $1M |
| 3 | Stonepine Capital Management, LLC | 0.28% | 199,486 | $966K |
| 4 | MILLENNIUM MANAGEMENT LLC | 0.16% | 112,323 | $544K |
| 5 | SummitTX Capital, L.P. | 0.14% | 100,300 | $485K |
| 6 | Woodline Partners LP | 0.11% | 76,446 | $370K |
| 7 | Aberdeen Group plc | 0.11% | 75,000 | $363K |
| 8 | Soleus Capital Management, L.P. | 0.10% | 72,730 | $352K |
| 9 | BOOTHBAY FUND MANAGEMENT, LLC | 0.09% | 59,838 | $290K |
| 10 | AIGH Capital Management LLC | 0.07% | 51,000 | $247K |
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