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 February, 2020

 

Commission File Number: 001-37353

 

BIONDVAX PHARMACEUTICALS LTD.

(Translation of registrant’s name into English)

 

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

Jeusalem, 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 rescheduling its an Annual General Meeting of Shareholders originally scheduled for on February 11, 2020 until March 24, 2020, at 4:00 p.m. Israel time, at the offices of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co., One Azrieli Center, Tel Aviv 6701101, Israel.

 

Due to a change in circumstances that arose after the mailing of the proxy statement, the Company determined that Mr. Samuel Moed might not be able to continue serving in the future as an external director, as defined under the Israel Companies Law, and the Company has therefore decided to nominate Mr. Adi Raviv as an external director in his stead.  Mr. Moed will remain as a nominee to serve on the board of directors in the class previously designated for Mr. Raviv.

 

The Company hereby furnishes as Exhibit 99.1 to this Form 6-K a revised Notice with respect to the Company’s Annual General Meeting of Shareholders to be held on March 24, 2020.

 

Exhibit Index

 

Exhibit No.   Description
     
99.1   Notice of Annual General Meeting

      

Exhibits 99.1 of this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (Registration No. 333-201283). 

 

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: February 10, 2020 By:

/s/ Ron Babecoff

    Ron Babecoff
    Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

BIONDVAX PHARMACEUTICALS LTD.

 

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

Jerusalem, Israel

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on February 11, 2020

 

The Annual General Meeting of Shareholders of BiondVax Pharmaceuticals Ltd. (the “Company”) will be held at the offices of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co., One Azrieli Center, Tel Aviv 6701101, Israel on March 24, 2020 at 4:00 p.m. Israel time, or at any adjournments thereof (the “General Meeting”) for the following purposes:

 

  1. 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 2019 and for an additional period until the next Annual General Meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the years ended December 31, 2018 and 2019;

 

  2. To approve the election of each of Dr. Yael Margolin and Mr. Adi Raviv as an external director of the Company, each for a three-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999, (the “Companies Law”);

 

  3. To approve the election of Mr. Samuel Moed and the re-election of Prof. Avner Rotman to the Board of Directors of the Company (the “Board of Directors”) until the first annual meeting held after the date of their appointment;

 

  4. To approve the re-election of Mr. Mark Germain, Dr. Ron Babecoff and Prof. George Lowell to the Board of Directors, each until the third annual meeting held after the date of their appointment, and to approve the grant of an indemnification and exculpation agreement letter to Dr. Ron Babecoff, under the same terms and conditions as granted to each of the Company’s officers and directors;

 

  5. To approve amendments to the Company’s Articles of Association to simplify the existing staggered Board of Directors structure;

 

  6. To approve the compensation of each of our external directors and non-management directors, in accordance with the requirements of the Companies Law;

 

  7. To approve grants of options to purchase American Depositary Shares (“ADSs”) of the Company to Dr. Yael Margolin and Mr. Adi Raviv, external directors of the Company, and to Prof. Avner Rotman and to Mr. Samuel Moed, non-management directors of the Company;

 

  8. To re-approve the grant of options to purchase ADSs of the Company to Mr. Mark Germain, chairman of the Board of Directors; and

 

  9. To approve an amendment to the Company’s Compensation Policy to increase the maximum annual premium payable for directors and officers liability insurance.

 

In addition, shareholders at the General Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal years ended December 31, 2018.

 

The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General 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 February 18, 2020 shall be entitled to receive notice of and to vote at the General Meeting (the “Record Date”).

 

The Board of Directors recommends that you vote FOR each of the proposals.

 

 Whether or not you plan to attend the General Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested to 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 General 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.

 

Shareholders either registered in the Company’s shareholders’ register in Israel or who hold Ordinary Shares through members of the Tel Aviv Stock Exchange, and who intend to vote their Ordinary Shares either in person or by proxy, must deliver to the Company’s offices, c/o Mr. Uri Ben Or, Chief Financial Officer, at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, no later than February 11, 2020, at 10:00 a.m. Israel time, an ownership certificate confirming their ownership of the Company’s Ordinary Shares on the Record Date, which certificate must be issued or approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended. Shareholders either registered in the Company’s shareholders’ register in Israel or who hold Ordinary Shares through members of the Tel Aviv Stock Exchange may vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company’s offices, c/o Mr. Uri Ben Or at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, so that it is received by the Company no later than February 7, 2020, at 4:00 p.m. Israel time.

 

Shareholders wishing to express their position on an agenda item for this General Meeting may do so by submitting a written statement (“Position Statement”) to the Company’s offices, c/o Mr. Uri Ben Or at at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, by no later than February 3, 2020. Any Position Statement received that is in accordance with the guidelines set by the Companies Law will be furnished to the U.S. Securities and Exchange Commission (the “Commission”) on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov.

 

Should no legal quorum be present one-half hour after the scheduled time, the General Meeting will be adjourned to one week from that day, at the same time and place, i.e. on February 18, 2020, at 4:00 p.m. (Israel Time) at the offices of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co., One Azrieli Center, Tel Aviv 6701101, Israel. Should such legal quorum not be present half an hour after the time set for the adjourned meeting, any number of shareholders present, in person or by proxy, will constitute a legal quorum.

 

This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, will be made available 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, the Commission’s website at http://www.sec.gov.

 

  By Order of the Board of Directors,
   
  Germain Mark
  Chairman of the Board of Directors

Jerusalem, Israel

February 10, 2020