UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement. |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
☒ | Definitive Proxy Statement. |
☐ | Definitive Additional Materials. |
☐ | Soliciting Material Pursuant to §240.14a-12. |
(Name of Registrant as Specified |
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check the appropriate box): |
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PLURISTEM THERAPEUTICSPLURI INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On June 21, 2022April 27, 2023
You are hereby notified that the annual meeting of shareholders of Pluristem TherapeuticsPluri Inc., or we, our, us or the Company, will be held on the 2127stth day of June, 2022April, 2023 at 5:00 p.m., local time, at our offices, MatamMATAM Advanced Technology Park Building No. 5, Haifa, Israel, 3508409. However, we are actively monitoring developments with regard to the coronavirus, or COVID-19, and it is possible that the annual meeting may be held solely by means of remote communication. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable. We intend to hold the annual meeting for the following purposes:
1. To elect nine directors to serve until the next annual meeting of shareholders and until their respective successors shall have been duly elected and qualified;
1. | To elect five directors to serve until the next annual meeting of shareholders and until their respective successors shall have been duly elected and qualified; |
2. To ratify the selection of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the Company for the fiscal year ending June 30, 2022; and
2. | To approve an amendment to the Articles of Incorporation of the Company to increase the number of authorized Common Shares from sixty million (60,000,000) shares, par value $0.00001 per share to three hundred million (300,000,000) shares, par value $0.00001 per share; |
3. | To ratify the selection of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the Company for the fiscal year ending June 30, 2023; |
3. To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
4. | To consider and approve, by a nonbinding advisory vote, the compensation of our named executive officers as described in the accompanying proxy statement; and |
5. | To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof. |
All shareholders are cordially invited to attend the annual meeting. If your shares are registered in your name, please bring the admission ticket attached to your proxy card. If your shares are registered in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or a letter from that broker, trust, bank or other nominee or your most recent brokerage account statement, that confirms that you are the beneficial owner of those shares. If you do not have either an admission ticket or proof that you own shares of the Company, you will not be admitted to the meeting.
The Board of Directors has fixed the close of business on AprilFebruary 27, 20222023 as the record date for the meeting. Only shareholders on the record date are entitled to notice of and to vote at the meeting and at any adjournment or postponement thereof.
Your vote is important regardless of the number of shares you own. The Company requests that you vote by internet or telephone, or complete, sign and date a proxy card, which you may obtain upon request, without delay, even if you now plan to attend the annual meeting. You may revoke your proxy at any time prior to its exercise by delivering written notice or another duly executed proxy bearing a later date to the Secretary of the Company, or by attending the annual meeting and voting in person.
INTERNET AVAILABILITY OF PROXY MATERIALS
Securities and Exchange Commission rules allow us to furnish proxy materials to our shareholders over the internet. You can access proxy materials and authorize a proxy to vote your shares at http://www.astproxyportal.com/ast/22961/.
You may vote via the internet at www.voteproxy.com with American Stock Transfer and you may vote via the telephone at 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions. You may also authorize a proxy to vote your shares over the internet. In order to vote over the internet or by telephone you must have your shareholder identification number, which is set forth in the Notice of Internet Availability of Proxy Materials mailed to you. You may also request a paper proxy card to submit your vote by mail.
By order of the Board of Directors, | |
/s/ Yaky Yanay | |
Yaky Yanay, President, Director and Chief Executive Officer |
AprilFebruary 27, 20222023
IMPORTANT: In order to secure a quorum and to avoid the expense of additional proxy solicitation, please either vote by internet or sign, date and return your proxy promptly in the enclosed envelopeenvelope] even if you plan to attend the meeting personally. Your cooperation is greatly appreciated.
PLURISTEM THERAPEUTICSPLURI INC.
MatamMATAM Advanced Technology Park
Building No. 5
Haifa, Israel, 3508409
PROXY STATEMENT
INTRODUCTION
This proxy statement and the accompanying proxy are made available by Pluristem TherapeuticsPluri Inc., or we, our, us or the Company, to the holders of record of the Company’s outstanding common shares, $0.00001 par value per share, or the Common Shares, commencing on or about April 27, 2022.March 6, 2023. The accompanying proxy is being solicited by the Board of Directors of the Company, or the Board, for use at the annual meeting of shareholders of the Company, or the Meeting, to be held on the 2127stth day of June, 2022April, 2023 at 5:00 p.m. local time, at our offices, MatamMATAM Advanced Technology Park Building No. 5, Haifa, Israel, 3508409 and at any adjournment or postponement thereof. However, we are actively monitoring developments with regard to the coronavirus or COVID-19, and it is possible that the Meeting may be held solely by means of remote communication. In the event it is not possible or advisable to hold our Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable. The cost of solicitation of proxies will be borne by the Company. Directors, officers and employees of the Company may assist in the solicitation of proxies by mail, telephone, telefax, in person or otherwise, without additional compensation. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting materials to the owners of share held in their names and the Company will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of such proxy materials.
The Board has fixed AprilFebruary 27, 20222023 as the record date for the Meeting. Only shareholders of record on AprilFebruary 27, 2022,2023, or the Record Date, are entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof. On AprilFebruary 27, 2022,2023, there were 32,347,58440,848,409 issued and outstanding Common Shares. Each Common Share is entitled to one vote per share.
The Company’s Bylaws provide that a quorum shall consist of the holders of at least thirty threethirty-three and one third percent (33 1/3%) of the stockshares issued and outstanding and entitled to vote thereat, present in person, or represented by proxy at the Meeting. If such quorum shall not be present or represented, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the Meeting, without notice other than announcement at the Meeting, until a quorum shall be present or represented. Abstentions may be specified on all proposals. Abstentions will be counted as present for purposes of determining a quorum and will be counted as not voting on the proposal in question. Submitted proxies which are left blank will also be counted as present for purposes of determining a quorum, but are not counted for purposes of determining whether a proposal has been approved in matters where the proxy does not confer the authority to vote on such proposal, and thus have no effect on its outcome.
The affirmative vote of the holders of a majority of the outstanding Common Shares having voting power shall be required for the approval of the amendment to the Articles of Incorporation of the Company, or the Articles, to increase the number of authorized Common Shares from sixty million (60,000,000) shares, par value $0.00001 per share, to three hundred million (300,000,000) shares, par value $0.00001 per share, or the Authorized Share Increase.
The affirmative vote of the holders of a majority of the Common Shares having voting power present in person or represented by proxy shall be sufficient for the election of each of the director nominees and for the ratification of the selection of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the Company for the fiscal year ending June 30, 2022.2023 and for the consideration to approve by a nonbinding advisory vote, the compensation of the Company’s named executive officers.
All Common Shares represented in person or by valid proxies received by the Company prior to the date of, or at, the Meeting, and not revoked, will be voted as specified in the proxies or voting instructions.
Investors that participated in a private placement transaction in December 2022 and purchased an aggregate of 8,155,900 Common Shares, or approximately 20% of the outstanding Common Shares as of the Record Date, have executed proxies permitting the Company’s Chief Executive Officer and Chief Financial Officer to vote the securities purchased in the offerings in favor of any shareholder vote relating to a future increase of the Company’s authorized shares, such as the Authorized Share Increase proposal.
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares.
If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine”,“routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, or other agent indicates on a proxy that it does not have discretionary authority to vote certain shares on a non-routine proposal, then those shares will be treated as broker non-votes. Except for Proposal No. 12 and 3, each of the remaining Proposals is a non-routine proposal; therefore, your broker, bank or other agent is not entitled to vote your shares on Proposal No. 1 and 4 without your instructions. Broker non-votes will be counted as present for purposes of determining a quorum and will be counted as not voting on the non-routine proposals in question. Other than for the purpose of establishing a quorum, broker non-votes will not be counted as entitled to be votedhaving voting power and will therefore not affect the outcome of Proposal No. 1 and 4 (as noted above, because ProposalProposals No. 2 isand 3 are considered routine, there will not be broker non-votes with respect to that proposal).
Any shareholder who has submitted a proxy may revoke it at any time before it is voted, by written notice addressed to and received by our Secretary, by submitting a duly executed proxy bearing a later date or by electing to vote in person at the Meeting. The mere presence at the Meeting of the shareholder appointing a proxy does not, however, revoke the appointment.
Notice of Internet Availability of Proxy Materials
In accordance with rules and regulations of the Securities and Exchange Commission, or the SEC, instead of mailing a printed copy of our proxy materials, which consist of this proxy statement, proxy card, notice of annual meeting, and our annual report to shareholders for the fiscal year ended June 30, 2021,2022, or Fiscal Year 2021,2022, respectively, to each shareholder of record, we may furnish proxy materials via the internet. Accordingly, all of our shareholders of record as of the Record Date will receive a notice of internet availability of proxy materials. The notice of internet availability of proxy materials will be mailed on or about May 4, 2022.March 6, 2023.
On the date of mailing the Notice of Internet Availability of Proxy Materials, shareholders will be able to access all of the proxy materials at http://www.astproxyportal.com/ast/22961//. The proxy materials will be available free of charge. The Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials over the internet. The Notice of Internet Availability of Proxy Materials contains instructions as to how to vote by internet or by telephone. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may request a paper or email copy of the proxy card. If you received a Notice of Internet Availability of Proxy Materials and would like to receive printed copies of the proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.
IMPORTANT: If your shares are held in the name of a brokerage firm, bank, nominee or other institution, you should provide instructions to your broker, bank, nominee or other institution on how to vote your shares. Please contact the person responsible for your account and give instructions for a proxy to be completed for your shares.
Our website address is included several times in this proxy statement as a textual reference only and the information presented on our website is not incorporated by reference into this proxy statement.
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
At the Meeting, ninefive directors are to be elected, which number shall constitute our entire Board, to hold office until the next annual meeting of shareholders and until their successors shall have been duly elected and qualified. Unless otherwise specified in the proxy, it is the intention of the persons named in the enclosed form of proxy to vote the share represented thereby for the election as directors, each of the nominees whose names and biographies appear below. All of the nominees whose names and biographies appear below are presently our directors. In the event any of the nominees should become unavailable or unable to serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board. The Board has no reason to believe that the nominees named will be unable to serve if elected. Each nominee has consented to being named in this proxy statement and to serve if elected. Ms. Varda Shalev, the Board and the nominating committee, mutually agreed that Ms. Shalev would not be re-nominated as a director nominee, and such decision was not due to any disagreement on any matter relating to the Company’s operations, policies or practices.
Principal Employment and Experience of Director Nominees and Executive Officers
The following information is furnished with respect to our executive officers and the persons nominated for election as directors. All of the director nominees are current members of our Board.
Name | Age | Present Principal Employer and Prior Business Experience | ||
Zami Aberman | Mr. Aberman joined the Company in September 2005 and has served as our Chairman since January 2022, as Executive Chairman
Mr. Aberman has operated within high-tech global companies in the fields of automatic optical inspection, network security, video over IP, software, chip design and robotics. He serves as the chairman of Rose Hitech Ltd., a private investment company. He previously served as the chairman of VLScom Ltd., a private company specializing in video compression for HDTV and video over IP and as a director of Ori Software Ltd., a company involved in data management. Prior to holding those positions, Mr. Aberman served as the President and CEO of Elbit Vision System Ltd. (EVSNF.OB), now part of the USTER Group, a company engaged in automatic optical inspection. Before joining the Company, Mr. Aberman served as President and CEO of Netect Ltd., a company specializing in the field of internet security software and was the co-founder, President and CEO of Associative Computing Ltd., which developed an associative parallel processor for real-time video processing. He also served as Chairman of Display Inspection Systems Inc., specializing in
In 1992, Mr. Aberman was awarded the Rothschild Prize for excellence in his field from the President of the State of Israel. Mr. Aberman holds a B.Sc. in Mechanical Engineering from Ben Gurion University in Israel.
We believe that Mr. Aberman’s qualifications to sit on our Board include his unique multidisciplinary innovative approach, years of experience in the financial markets in Israel and globally, as well as his experience in serving as the |
Yaky Yanay | Mr. Yanay became a director of the Company in February 2015. He has served as our President from February 2014 and as our CEO from June 2019, previously serving as Co-CEO from March 2017. Mr. Yanay has served in variety of executive positions in
Mr. Yanay holds a bachelor’s degree with honors in business administration and accounting from the College of Management Academic Studies of Rishon LeZion and is a Certified Public Accountant in Israel.
We believe that Mr. Yanay’s qualifications to sit on our Board include his years of experience in the medical technology industry, his vast skill and expertise in accounting and economics, as well as his knowledge and familiarity with corporate finance. |
Chen Franco-Yehuda |
Mrs. Franco-Yehuda holds a bachelor’s degree in economics and accounting from Haifa University and is a certified public accountant in Israel. | |||
Doron Birger* | Mr. Birger became a director of the Company in July 2021. Mr.
We believe that Mr. Birger’s qualifications to sit on our Board include his extensive experience in the high-tech sector and life-science industry, his experience serving as a director of public companies, his vast skill and expertise in accounting and economics as well as his knowledge and familiarity with corporate finance. |
|
Rami Levi* | 60 | Mr. Levi became a director of the Company in June 2021. Mr. Levi is the Founder and President of Catalyst Group International, LLC where, since 2009, he has provided consulting services relating to strategic planning to notable clients in the private and public sectors. From 2004 to 2006, he served as Senior Deputy General and Head of Marketing Administration at
We believe that Mr. Levi’s qualifications to sit on our Board include his experience in strategic planning, business development and activities in the government sector. |
| ||||
Maital Shemesh-Rasmussen* | Ms. Shemesh-Rasmussen became a director of the Company in January 2021. Ms. Shemesh-Rasmussen has served as the Chief Commercial Officer of Octave Bioscience, Inc. since February 2021. Prior to this role, Ms. Shemesh-Rasmussen served as the Global Head of Marketing at Roche Diagnostics Information Solutions between 2018 and 2020. Between 2016 and 2018, she worked
We believe that Ms. Shemesh-Rasmussen’s qualifications to sit on our Board include her experience in marketing for pharmaceutical companies, science, business development and investment banking. |
| ||||
* | The Board determined that this director or nominee is “independent” as defined by the rules of the SEC and Nasdaq rules and regulations. None of the independent directors has any relationship with us besides serving on our Board. |
There are no family relationships between any of the director nominees or executive officers named in this proxy statement.
Required Vote
The affirmative vote of the holders of a majority of the Common Shares having voting power present in person or represented by proxy shall be sufficient for the election of each of the director nominees.
The Board recommends a vote “FOR” the election of each of the director nominees named above. |
PROPOSAL NO. 2 — AMENDMENT TO ARTICLES OF INCORPORATION OF THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES FROM SIXTY MILLION (60,000,000) SHARES, PAR VALUE $0.00001 PER SHARE, TO THREE HUNDRED MILLION (300,000,000) SHARES, PAR VALUE $0.00001 PER SHARE
Our Board has unanimously approved an amendment to our Articles to increase the number of authorized Common Shares from sixty million (60,000,000) shares to three hundred million (300,000,000) shares, as further described below. If approved, the Authorized Share Increase would be effected by amending Article 4 of our Articles. The full text of the proposed amendment to Article 4 of our Articles is attached to this Proxy Statement as Appendix A.
On February 27, 2023, there were issued and outstanding Common Shares, and we have reserved Common Shares under our existing equity incentive plans and outstanding warrants (excluding the warrants we issued in the Offering (as defined below), which are exercisable upon the later of six months from their issuance date or the increase in our authorized shares), and as a result thereof, our flexibility to carry out any future capital raising activities, if any, and grant equity incentives to employees and service providers, if any, may be extremely challenging. In addition, pursuant to Securities Purchase Agreements, or the SPAs, between the Company and certain accredited and non-U.S. investors, or the Investors, relating to a private placement offering, or the Offering, executed in December 2022, the Company agreed to hold a meeting of shareholders within 200 days of the execution of such SPAs for the purpose of increasing the Company’s authorized shares.
Our Board believes that the Authorized Share Increase is advisable, and in our shareholders’ best interests, in order to give us greater flexibility in considering and planning for future potential business needs. If the amendment to our Articles is adopted, we will have authorized Common Shares available in the event our Board determines that it is necessary and appropriate to raise additional capital through the sale of equity securities, to acquire another company or its assets, to provide equity incentives to employees, officers or directors, to establish strategic relationships with corporate partners and/or similar transactions or for other corporate purposes. If the Authorized Share Increase is approved, the additional authorized Common Shares would be available for issuance at the discretion of the Board and without further shareholder approval, except as may be required by law or the rules of the Company’s then-current listing market or exchange.
Possible Effects of the Authorized Share Increase
The newly authorized Common Shares will have all the powers, preferences, and rights of the shares of Common Shares presently authorized. Therefore, approval of the Authorized Share Increase would not affect a current Common Shares holder’s rights as a shareholder, except for any dilutive effects of a potential increase in the number of outstanding Common Shares to, among other things, earnings per share, book value per share, and the voting power of current holders of our Common Shares. The Authorized Share Increase would not have any immediate dilutive effect on the proportionate voting power or other rights of existing shareholders until additional shares are issued.
As is true for shares presently authorized but unissued Common Shares, the future issuance of Common Shares authorized by the Authorized Share Increase may, among other things, decrease existing shareholders’ percentage equity ownership, be dilutive to the voting rights of existing shareholders, and, depending on the price at which they are issued, have a negative effect on the market price of the Common Shares.
5
Potential Anti-Takeover Effects of the Authorized Share Increase
Since the Authorized Share Increase will provide that the number of authorized Common Shares will be three hundred million (300,000,000), the Authorized Share Increase, if effected, will result in an increase in the number of authorized but unissued Common Shares and could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of our Board. An increase in our authorized Common Shares could potentially deter takeovers, including takeovers that our Board has determined are not in the best interest of our shareholders, in that additional shares could be issued (within the limits imposed by applicable law and Nasdaq) in one or more transactions that could make a change in control or takeover more difficult. The Authorized Share Increase could make the accomplishment of a given transaction more difficult even if it is favorable to the interests of shareholders. For example, we could issue additional Common Shares without further shareholder approval so as to dilute the share ownership or voting rights of persons seeking to obtain control without our agreement. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the share ownership or voting rights of persons seeking to cause such removal. The Authorized Share Increase therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the Authorized Share Increase may limit the opportunity for our shareholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal.
We have not proposed the increase in the number of authorized Common Shares with the intention of using the additional authorized Common Shares for anti-takeover purposes, but we would be able to use the additional Common Shares to oppose a hostile takeover attempt or delay or prevent changes in our control or our management. Although the Authorized Share Increase has been prompted by business and financial considerations and not by the threat of any known or threatened hostile takeover attempt, shareholders should be aware that the effect of the Authorized Share Increase could facilitate future attempts by us to oppose changes in our control and perpetuate our management, including transactions in which the shareholders might otherwise receive a premium for their shares over then current market prices. We cannot provide assurances that any such transactions will be consummated on favorable terms or at all, that they will enhance shareholder value, or that they will not adversely affect our business or the trading price of the Common Shares.
Required Vote
The affirmative vote of the holders of a majority of the outstanding Common Shares having voting power shall be required for the approval of the amendment to the Articles to effect the Authorized Share Increase.
The Board recommends a vote “FOR” the amendment to the Articles of Incorporation of the Company to increase the number of authorized Common Shares from sixty million (60,000,000) shares, par value $0.00001 per share, to three hundred million (300,000,000) shares, par value $0.00001 per share. |
6
PROPOSAL NO. 23 — RATIFICATION OF THE SELECTION OF Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2022.2023.
Our Audit Committee has selected Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm, or the Independent Auditors, for the current fiscal year, subject to ratification by our stockholdersshareholders at the Meeting. We do not expect to have a representative of the Independent Auditors attend the Meeting.
Neither our by-laws, our other governing documents, nor other law requires shareholder ratification of the selection of the Independent Auditors as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of the Independent Auditors to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain the Independent Auditors. Even if the selection is ratified, the Audit Committee in its discretion may decide to appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.
Required Vote
The affirmative vote of the holders of a majority of the Common StockShares having voting power present in person or represented by proxy shall be sufficient for the ratification of the selection of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the Company for the fiscal year ending June 30, 2022.2023.
The Board recommends a vote “FOR” the ratification of the selection of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the Company for the fiscal year ending June 30, |
PROPOSAL NO. 4 — ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
7
In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and related rules of the SEC, we are including a separate proposal subject to shareholder vote to approve, on a non-binding, advisory basis, the compensation of those of our executive officers listed in the Summary Compensation Table appearing elsewhere in this proxy statement, or our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. To learn more about our executive compensation, see “Executive Compensation” elsewhere in this Proxy Statement.
The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, the compensation committee of our Board, or the Compensation Committee, will evaluate whether any actions are necessary to address the concerns of shareholders.
Based on the above, we request that you indicate your support for our executive compensation philosophy and practices, by voting in favor of the following resolution:
“RESOLVED, that the Company’s shareholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in this proxy statement, the compensation tables and the other narrative compensation disclosures.”
Required Vote
The affirmative vote of the of the holders of a majority of the Common Shares having voting power present in person or represented by proxy shall be sufficient to approve the compensation of our named executive officers. The opportunity to vote on this proposal is required pursuant to Section 14A of the Exchange Act. However, as an advisory vote, the vote on this proposal is not binding upon us and serves only as a recommendation to our Board. Nonetheless, the Compensation Committee, which is responsible for designing and administering our executive compensation program, and the Board value the opinions expressed by shareholders, and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
The Board recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this proxy statement. |
CORPORATE GOVERNANCE
Committees and Meetings of Our Board
TheOur Board held 12thirteen (13) meetings during Fiscal Year 2021.2022. Throughout this period, each member of our Board who was a director in Fiscal Year 20212022 attended or participated in at least 75% of the aggregate of the total number of meetings of our Board held and the total number of meetings held by all committees of our Board on which each the director served during the periods such director served. Our Board has three standing committees: the Compensation Committee, the Audit Committee and the Nominating Committee.
Audit Committee. The members of our Audit Committee are Mr. Birger, Mr. ShorrerMs. Shalev and Ms. Shemesh -RasmussenShemesh-Rasmussen. Mr. ShorrerBirger is the Chairman of the Audit Committee, and our Board has determined that all members of the Audit Committee are “independent” as defined by the rules of the SEC and the Nasdaq rules and regulations. The Board also determined that Mr. Shorrer and Mr. Doron Birger areis an Audit Committee financial experts.expert. The Audit Committee operates under a written charter that is posted on our website at www.pluristem.com.www.pluri-biotech.com. The information on our website is not incorporated by reference into this Proxy Statement. The primary responsibilities of our Audit Committee include:
● | appointing, compensating, and retaining our registered independent public accounting firm; |
● | overseeing the work performed by any outside accounting firm; |
● | assisting the Board in fulfilling its responsibilities by reviewing: (i) the financial reports provided by us to the SEC, our shareholders or to the general public, and (ii) our internal financial and accounting controls; and |
● | recommending, establishing and monitoring procedures designed to improve the quality and reliability of the disclosure of our financial condition and results of operations. |
Our Audit Committee held 6seven meetings during Fiscal Year 2021.2022.
Compensation Committee. The members of our Compensation Committee are Mr. ShorrerLevi, Ms. Shalev and Ms. Kwiat. Mr. ShorrerShemesh-Rasmussen. Ms. Shemesh-Rasmussen is the Chairman of the Compensation Committee, and the Board has determined that all of the members of the Compensation Committee are “independent” as defined by the rules of the SEC and Nasdaq rules and regulations. The Compensation Committee operates under a written charter that is posted on our website at www.pluristem.com.www.pluri-biotech.com. The information on our website is not incorporated by reference into this Proxy Statement. The primary responsibilities of our Compensation Committee include:
● | reviewing and recommending to our Board the annual base compensation, the annual incentive bonus, equity compensation, employment agreements and any other benefits of our executive officers; |
● | administering our |
● | annually reviewing and making recommendations to our Board with respect to the compensation policy for such other officers as directed by our Board. |
Our Compensation Committee held 8five meetings during Fiscal Year 2021. During2022. The Compensation Committee did not receive advice from or retain any consultants during Fiscal Year 2021 the Compensation Committee engaged Deloitte Israel to review the Company’s existing compensation structure for its executive officers and non-executive directors. Such review included a benchmark analysis that evaluated the compensation that we pay our CEO, CFO, Executive Chairman and non-executive directors in comparison to our peer group. On September 10, 2020, our Board, upon recommendation from our Compensation Committee, approved new compensation arrangements for our CEO, CFO and Executive Chairman as well as an updated compensation policy for our non-executive directors.2022.
Nominating Committee. The members of our Nominating Committee are Mark GermainMr. Levi and Doron Shorrer.Ms. Shemesh-Rasmussen. Mr. GermainLevi is the Chairman of the Nominating Committee. The Board has determined that all of the members of the Nominating Committee are “independent” as defined by the rules of the SEC and Nasdaq rules and regulations. The Nominating Committee operates under a written charter that is posted on the “Investors”“Investors & ESG - Governance” section of our website, www.pluristem.com.www.pluri-biotech.com. The primary responsibilities of our Nominating Committee include:
● |
● |
● |
Our Nominating Committee held 4two meetings during Fiscal Year 2021.2022. The Nominating Committee did not receive advice from or retain any consultants during Fiscal Year 2021.2022.
Director Nominations
The Nominating Committee is responsible for developing and approving criteria, with Board approval, for candidates for Board membership. The Nominating Committee is responsible for overseeing the composition and size of the Board, developing qualification criteria for Board members and actively seeking, interviewing and screening individuals qualified to become Board members for recommendation to the Board and for recommending the composition of the Board for each of the Company’s annual meetings. The Board as a whole is responsible for nominating individuals for election to the Board by the shareholders and for filling vacancies on the Board that may occur between annual meetings of the shareholders.
Nominees for director will be selected on the basis of their integrity, business acumen, knowledge of our business and industry, age, experience, diligence, conflicts of interest and the ability to act in the interests of all shareholders. No particular criteria will be a prerequisite or will be assigned a specific weight, nor does the Company have a diversity policy. The Company believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.
We have never received communications from shareholders recommending individuals to any of our independent directors. Therefore, we do not yet have a policy with regard to the consideration of any director candidates recommended by shareholders. In Fiscal Year 2021,2022, we did not pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential nominees for our Board. We have not received any recommendations from shareholders for Board nominees. All of the nominees for election at the Meeting are current members of our Board.
Board Leadership Structure.
Commencing on January 1, 2022, Mr. Aberman transitioned from his position as Executive Chairman to Chairman of the Board. In his position as Chairman of the Board, Mr. Aberman is responsible for setting the agenda and priorities of the Board.
As CEO,Chief Executive Officer, Mr. Yanay leads our day-to-day business operations and is directly accountable to the full Board, and, in addition, is responsible for our management operations and for general oversight of our business and the various management teams that are responsible for our day-to-day operations. We believe that this structure provides an efficient and effective leadership model for the Company to enable us to deliver better results and explore opportunities for the company and its investors.
The Board has designated an independent director to serve as the lead independent director to enhance the Board’s ability to fulfill its responsibilities independently. The Board has appointed Mark Germain as lead independent director. The lead independent director serves as the liaison between the Chairman and the independent directors.
We believe that having different persons serving as Chairman and CEO,Chief Executive Officer, together with an empowered leadfour (4) independent directordirectors, is the optimal Board structure to provide independent oversight and management accountability while ensuring that our strategic plans are pursued to optimize long-term shareholder value.
Risk Oversight. The Board, including the Audit Committee, Investment Committee, and Compensation Committee, periodically reviews and assesses the significant risks to the Company. Our management is responsible for our risk management process and the day-to-day supervision and mitigation of risks. These risks include strategic, operational, competitive, financial, legal and regulatory risks. Our Board leadership structure, together with the frequent interaction between our directors and management, assists in this effort. CommunicationCommunications between our Board and management regarding long-term strategic planning and short-term operational practices include matters of material risk inherent in our business.
The Board plays an active role, as a whole and at the committee level, in overseeing management of the Company’s risks. Each of our Board committees is focused on specific risks within their areas of responsibility, but the Board believes that the overall enterprise risk management process is more properly overseen by all of the members of the Board. The Audit Committee is responsible for overseeing the management of financial and accounting risks. The Compensation Committee is responsible for overseeing the management of risks relating to executive compensation plans and arrangements.
While each committee is responsible for the evaluation and management of such risks, the entire Board is regularly informed of such risks through committee reports. The Board incorporates the insight provided by these reports into its overall risk management analysis.
The Board administers its risk oversight responsibilities through the CEOChief Executive Officer and the CFO,Chief Financial Officer, who, together with management representatives of the relevant functional areas, review and assess our operations as well as operating management’s identification, assessment and mitigation of the material risks affecting our operations.
Our Board has adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board, our officers including our CEOChief Executive Officer (being our principal executive officer) and our CFOChief Financial Officer (being our principal financial and accounting officer) and our employees. Our Code of Business Conduct and Ethics is posted on the “Investors & ESG - Governance” section of our website at www.pluristem.com.www.pluri-biotech.com. The information on our website is not incorporated by reference into this Definitive Proxy. We intend to satisfy the disclosure requirements under Item 5.05 of Current Report on Form 8-K regarding amendments to, or waivers from, a provision of our Code of Business Conduct and Ethics by posting such information on the website at the address specified above.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Shares, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings.
We have reviewed all forms provided to us or filed with the SEC. Based on that review and on written information given to us by our executive officers and directors, we believe that all Section 16(a) filings during the past fiscal yearFiscal Year 2022 were filed on a timely basis and that all directors, executive officers and 10% beneficial owners have fully complied with such requirements during the past fiscal year, other than threetwo reports on Form 4 filed by Doron Birger and Varda Shalev on July 7, 2020, May 26, 2021 and June 1, 2021, which were filed late by Clover Wolf Capital – Limited Partnership, resulting in 4 transactions, 3 transactions and 6 transactions, respectively, not being reported on a timely basis. late.
Anti-Hedging Policy
Under our insider trading policy, our directors and officers are prohibited from engaging in short sales of our securities, purchases of our securities on margin, hedging or monetization transactions through the use of financial instruments, and options and derivatives trading on any of the stock exchanges or futures exchanges, without prior written pre-clearance.
COMMUNICATING WITH OUR BOARD
Our Board will give appropriate attention to written communications that are submitted by shareholders, and will respond if and as appropriate. Mr. Shorrer,Birger, one of our independent directors, and the Chairman of our Audit Committee, with the assistance of our outside counsel, is primarily responsible for monitoring communications from our shareholders and for providing copies or summaries to the other directors as he considers appropriate. Communications are forwarded to all directors if they relate to substantive matters and include suggestions or comments that Mr. ShorrerBirger considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.
Shareholders who wish to send communications on any topic to our Board should address such communications to: Pluristem Therapeutics,Pluri Inc., c/o Doron Shorrer, MatamBirger, MATAM Advanced Technology Park Building No. 5, Haifa, Israel, 3508409.
ATTENDANCE AT SPECIAL AND ANNUAL SHAREHOLDER MEETINGS
We encourage our directors to attend our special and annual shareholders meetings. Mr. Aberman, our Chairman, and Mr. Yanay, our CEO, presidentChief Executive Officer, President and director, attended our last annual shareholder meeting.
12
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Compensation Committee of our Board is comprised solely of independent directors as defined by Nasdaq and non-employee directors as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The Compensation Committee has the authority and responsibility to review and make recommendations to the Board regarding the compensation of our CEO, Chairman and CFO. Our named executive officers for Fiscal Year 2021 are those three individuals listed in the “Summary Compensation Table” below. Other information concerning the structure, roles and responsibilities of our Compensation Committee is set forth in “Board Meetings and Committees—Compensation Committee” section above.
At our 2021 annual meeting of shareholders, we provided our shareholders with the opportunity to cast an advisory vote on our then named executive officers’ compensation. Over 88% of the votes cast on this “2021 say-on-pay vote” were voted in favor of the proposal. We have considered the 2021 say-on-pay vote and we believe that the support from our shareholders for the 2021 say-on-pay vote proposal indicates that our shareholders are supportive of our approach to executive compensation. At our 2019 annual meeting of shareholders, our shareholders voted in favor of the proposal to hold say-on-pay votes every two years. We will continue to consider the outcome of our say-on-pay votes when making compensation decisions regarding our named executive officers.
A discussion of the policies and decisions that shape our executive compensation program, including the specific objectives and elements, is set forth below.
Executive Compensation Objectives and Philosophy
The objective of our executive compensation program is to attract, retain and motivate talented executives who are critical for our continued growth and success and to align the interests of these executives with those of our shareholders. To this end, our compensation programs for executive officers are designed to achieve the following objectives:
The Compensation Committee reviews the allocation of compensation components regularly to ensure alignment with strategic and operating goals, competitive market practices and legislative changes. The Compensation Committee does not apply a specific formula to determine the allocation between cash and non-cash forms of compensation. Certain compensation components, such as base salaries, benefits and perquisites, are intended primarily to attract, hire, and retain well-qualified executives. Other compensation elements, such as long-term incentive opportunities, are designed to motivate and reward performance. Long-term incentives are intended to reward our long-term performance and executing our business strategy, and to strongly align named executive officers’ interests with those of shareholders. As such, from time to time, the Compensation Committee, and/or the Board, may engage external consultants to provide the Company with data that the Compensation Committee and/or Board may deem to be appropriate in determining the compensation of our executive officers, and the compensation, if any, paid to the members of the Board.
With respect to equity compensation, the Compensation Committee makes awards to executives under our equity compensation plans as approved by the Board. Executive compensation is paid or granted based on such matters as the Compensation Committee deems appropriate, including our financial and operating performance, the alignment of the interests of the executive officers and our shareholders, the performance of our Common Shares and our ability to attract and retain qualified individuals.
Elements of Executive Officer Compensation
Our executive officer compensation program is comprised of: (i) base salary or monthly compensation; (ii) performance based bonuses; (iii) long-term equity incentive compensation in the form of Restricted Stock Unit, or RSU, grants; and (iv) benefits and perquisites.
In establishing overall executive compensation levels and making specific compensation decisions for our executive officers in Fiscal Year 2021, the Compensation Committee considered a number of criteria, including the executive’s position, scope of responsibilities, prior base salary and annual incentive awards and expected contribution.
Generally, our Compensation Committee reviews and, as appropriate, approves compensation arrangements for our named executive officers, from time to time but not less than once a year. The Compensation Committee also takes into consideration our CEO recommendations for the compensation of our CFO. Our CEO generally presents these recommendations at the time of our Compensation Committee’s review of executive compensation arrangements.
On September 10, 2020, our Board, upon recommendation from our Compensation Committee, approved compensation arrangements for our CEO, CFO and Chairman as well as our non-executive directors. In that regard, the Compensation Committee engaged Deloitte Israel to review the Company’s existing compensation structure for its executive officers and non-executive directors. Such review included a benchmark analysis that evaluated the compensation that we pay our CEO, CFO, Chairman and non-executive directors in comparison to our peer group. When evaluating the appropriateness of our compensation peer group, the Compensation Committee seeks to construct and approve a peer group of companies in similar industries of similar size to that of our Company. As a result, the Company has revised its compensation structure for its executive officers, Chairman and non-executive directors as further described herein, which went into effect during fiscal year 2021.
Base Salary
The Compensation Committee performs a review of base salaries / monthly compensation for our named executive officers from time to time as appropriate. In determining salaries, the Compensation Committee members also take into consideration their understanding of the compensation practices of comparable companies (based on size and stage of development), independent third party market data such as compensation benchmark surveys to industry, including information relating to peer companies; individual experience and performance adjusted to reflect individual roles; and contribution to our clinical, regulatory, commercial, financial and operational performance. None of the factors above has a dominant weight in determining the compensation of our executive officers, and our Compensation Committee considers the factors as a whole when considering such compensation. In addition, our Compensation Committee may, from time to time, use comparative data regarding compensation paid by peer companies, for example, as it conducted during Fiscal Year 2021, in order to obtain a general understanding of current trends in compensation practices and ranges of amounts being awarded by other public companies, and not as part of an analysis or a formula. We may also change the base salary / monthly compensation of an executive officer at other times due to market conditions. We believe that a competitive base salary / monthly compensation is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance.
Base salaries and/or monthly compensation are established in part based on the individual experience, skills and expected contributions of our executives and our executives’ performance during the prior year. Compensation adjustments are made occasionally based on changes in an executive’s level of responsibility, Company progress or on changed local and specific executive employment market conditions.
On September 10, 2020, at the recommendation of our Compensation Committee, following the benchmarking review conducted, our Board approved, effective as of January 1, 2021, on the one hand, an increase to the base monthly salary of our CEO and CFO such that the respective salaries will increase to 99,000 NIS and 65,000 NIS, and on the other hand, a decrease to the monthly consulting fee of our then Executive Chairman to 142,250 NIS per month starting January 1, 2021 and effective through the earlier of December 31, 2021 or the filing of a BLA. Effective January 1, 2022, we entered into a new consulting agreement with our Chairman whereby we agreed to pay him 30,500 NIS per month and reimburse him up to 4,000 NIS per month for a company car. In addition, our Chairman is eligible for a bonus, at the Board’s discretion of up to $75,000 for extraordinary performance, as well as eligible for a special bonus equal to 1.5% of amounts received by us from non-dilutive funding received, among other things, from corporate partnering and strategic deals that closed by December 31, 2022. As a result of these changes, we entered into new employment and service agreements, as the case may be, with of each of our CEO, CFO and Chairman. In addition, Mr. Aberman and Mr. Yanay are no longer eligible for annual director fees.
Performance Based Bonus
Given the nature of our business, the determination of incentives for our executives is generally tied to success in promoting our Company’s development. We are continually seeking non-dilutive sources of funding. In addition, a key component of our strategy is to develop and manufacture cell therapy products for the treatment of multiple disorders through collaboration with other companies and entering into licensing agreements with such companies, such as our agreement with CHA. Therefore, to reward our executive officers, each of Mr. Yanay and Mr. Aberman will be entitled to a bonus equal to 1.5%, and Ms. Franco–Yehuda will be entitled to a bonus equal to 0.5%, of amounts received by us from non-dilutive funding received, among other things, from corporate partnering and strategic deals.
Our Board approved a target bonus to our CEO, equal to up to seven times his monthly salary and to our CFO, of up to five and a half times her monthly salary, subject to milestones and performance targets that was set by our Compensation Committee. In addition, according to their employment agreements, Ms. Franco-Yehuda and Mr. Yanay are also entitled to a special bonus of up to three times of their monthly salary at the discretion of the Board.
During Fiscal Year 2021, we accrued bonuses of $126,000 and $64,000 to our CEO and CFO, respectively, for certain target bonuses as a result of the achievement of certain milestones that were defined by the Compensation Committee. We paid such bonuses in October 2021.
Long-Term Equity Incentive Compensation
Long-term incentive compensation allows the executive officers to share in any appreciation in the value of our Common Shares. The Compensation Committee believes that share participation aligns executive officers’ interests with those of our shareholders. The amounts of the awards are designed to reward past performance and create incentives to meet long-term objectives. Awards are made at a level expected to be competitive within the biotechnology industry. We do not have a formula relating to the level of awards that is competitive within the biotechnology industry. In determining the amount of each grant, the Compensation Committee also takes into account the number of shares held by the executive prior to the grant. For our executive management team, awards are made on a discretionary basis and not pursuant to specific criteria set out in advance.
RSU awards provide our executive officers with the right to purchase shares of our Common Shares at a par value of $0.00001, subject to continued employment with our Company or the achievement of certain business or market milestones. In recent years, we granted our executive officers RSU awards.
We chose to grant RSU awards and not options because RSU awards, once vested, always have an immediate financial value to the holder thereof, unlike options where the exercise price might be below the current market price of the shares and therefore not have any intrinsic value to the holder thereof. Our Chairman, CEO and CFO are entitled to acceleration of the vesting of their awards in the following circumstances: (1) if we terminate their employment or consulting arrangement with us or any of our subsidiaries for a reason other than “Justifiable Cause” (as defined in their employment or consulting arrangement contract), they will be entitled to acceleration of 100% of any unvested award and (2) if they resign, they will be entitled to acceleration of up to 50% of any unvested award subject to the approval of the Board and (3) in the event of a change in control as defined in their consulting or employment agreement, as long as they continue to provide services to the Company or its subsidiaries, they will be entitled to an acceleration of 100% of any unvested RSUs. All grants are approved, upon receipt of recommendation by our Compensation Committee, by our Board.
In September 2020, following a benchmark analysis conducted by our compensation committee, we decided to grant our CEO and Chairman 1,000,000 RSUs each. Of this award, 500,000 RSUs that were granted to each of them were linked to achievement of a market condition – our reaching $550 million of market capitalization during the three year period from the date of the grant. We believe that such compensation aligns executive officers’ interests with those of our shareholders.
For clarification purposes, the acceleration mechanism detailed above does not apply to the 500,000 RSUs granted to each of our CEO and Chairman in September 2020, that were linked to the achievement of our market capitalization reaching of $550 million during the three year period from the date of the grant.
Benefits and Perquisites
Generally, benefits available to Mr. Yanay and Ms. Franco-Yehuda are available to all employees on similar terms and include welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits in Israel. We provide our named executive officers with a phone and a Company car, or reimbursement for car or phone expenses, which are customary benefits in Israel to managers and officers.
Mr. Yanay is entitled to a severance payment that equals a month’s compensation for each twelve-month period of employment or otherwise providing services to the Company, and an additional adjustment fee that equals the monthly salary amount multiplied by 6, plus the number of years the employment agreement remains in force from September 12, 2018, but in any event no more than 9 years in the aggregate.
In conjunction with the adjustments made to the base salaries during Fiscal Year 2021, the employment agreement of our CFO was amended to also provide for an adjustment fee that equals her monthly salary amount multiplied by three, plus the number of years the employment agreement remained in force from June 30, 2020, but in any event no more than six months of adjustment fees in the aggregate.
Ms. Chen Franco-Yehuda is also entitled to severance pay upon termination of employment for any reason, including retirement, based on 8.333% of her monthly base salary, according to section 14 of the Severance Pay Law, 1963.
We do not believe that the benefits and perquisites described above deviate materially from the customary practice for compensation of executive officers by other companies similar in size and stage of development.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management and, based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and our annual report on Form 10-K for Fiscal Year 2021.
|
14
Summary Compensation Table
The following table shows the particulars of compensation paid to our named executive officers for the fiscal years ended June 30, 20212022 and 2020.2021. We do not currently have any other executive officers.
Name and Principal Position | Fiscal Year (1) | Salary ($)(2) | Non-Equity ($)(3) | Bonus ($)(4) | Share-based Awards ($)(5) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||||||||
Zami Aberman(9) | 2021 | 556,475 | (7) | - | - | 8,741,402 | 508,074 | 9,805,951 | ||||||||||||||||||||
Executive Chairman | 2020 | 439,704 | (7) | - | - | - | 61,540 | 501,244 | ||||||||||||||||||||
Yaky Yanay | 2021 | 459,016 | (8) | 126,000 | - | 8,741,402 | 27,588 | 9,354,006 | ||||||||||||||||||||
CEO | 2020 | 320,911 | (8) | - | - | - | 29,466 | 350,377 | ||||||||||||||||||||
Chen Franco-Yehuda | 2021 | 251,642 | 64,000 | 1,020,000 | 14,653 | 1,350,295 | ||||||||||||||||||||||
CFO | 2020 | 179,229 | - | 14,426 | - | 14,035 | 207,690 |
Name and Principal Position | Fiscal Year (1) | Salary ($)(2) | Non-Equity ($)(3) | Share-based Awards ($)(4) | All Other Compensation ($) | Total ($) | ||||||||||||||||
Zami Aberman(9) | 2022 | 432,043 | (6) | - | - | 751,472 | (8) | 1,183,515 | ||||||||||||||
Chairman* | 2021 | 556,475 | (6) | - | 8,741,402 | 508,074 | (5) | 9,805,951 | ||||||||||||||
Yaky Yanay | 2022 | 488,569 | 64,000 | - | 745,610 | (9) | 1,297,726 | |||||||||||||||
Chief Executive Officer | 2021 | 459,016 | (7) | 126,000 | 8,741,402 | 27,588 | 9,354,006 | |||||||||||||||
Chen Franco-Yehuda | 2022 | 310,253 | 44,000 | - | 253,953 | (10) | 607,915 | |||||||||||||||
Chief Financial Officer | 2021 | 251,642 | 64,000 | 1,020,000 | 14,653 | 1,350,295 |
* | Mr. Aberman served as our Executive Chairman until January 2022. |
(1) | The information is provided for each fiscal year, which begins on July 1 and ends on June 30. |
(2) | Amounts paid for Salary which were originally denominated in NIS, were translated into U.S. dollars at the then current exchange rate for each payment. The salaries of Mr. Yanay and Ms. Franco-Yehuda are comprised of base salaries and additional payments and provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel. |
During October 2021, we paid Mr. Yanay and Ms. Franco-Yehuda in cash the accrued bonuses for Fiscal Year 2021 in the amounts of $126,000 and $64,000 respectively.
For Mr. Yanay and Mr. Aberman, their salaries also include additional amounts equal to one monthly salary of NIS 80,000, or approximately $25,000 and NIS 149,500, or approximately $44,000, respectfully.
For Mr. Yanay and Ms. Franco-Yehuda, we have accrued, but have not yet paid, bonuses during Fiscal Year |
(4) |
The fair value recognized for the share-based awards was determined as of the grant date in accordance with Accounting Standard Codification, or ASC, Topic 718. The assumptions used in the calculations for these amounts for Fiscal Year 2021 are included in Note 9 to our audited consolidated financial statements for Fiscal Year 2022 and 2021 respectively, included in our |
(5) | Mr. Aberman |
(6) | Includes |
(7) | Includes $6,194 |
(8) | On February 26, 2022, the Subsidiary allocated 19,987 of its shares in Plurinuva to Mr. Aberman pursuant to the terms of his consulting agreement. The fair value recognized for these shares was $705,000. This column also includes costs in connection with car and mobile phone expenses for Mr. Aberman in the amount of $46,000 for Fiscal Year 2022. |
(9) | On February 26, 2022, the Subsidiary allocated 19,987 of its shares in Plurinuva to Mr. Yanay pursuant to the terms of his employment agreements. The fair value recognized for these shares was $705,000. This column also includes costs in connection with car and mobile phone expenses for Mr. Yanay in the amount of $41,000 for Fiscal Year 2022. We have also paid Mr. Yanay the tax associated with the company car benefit, which is grossed-up and is part of the amount in the “Salary” column. |
(10) | On February 26, 2022, the Subsidiary allocated 6,562 of its shares in Plurinuva to Ms. Franco-Yehuda pursuant to the terms of her employment agreements. The fair value recognized for these shares was $235,000. This column also includes costs in connection with a company car or car expenses reimbursement and mobile phone expenses for Ms. Franco-Yehuda in the amount of $19,000 for Fiscal Year 2022. |
Employment and Consulting Agreements
During the fiscal year ended June 30, 2021,Fiscal Year 2022, we had the following written agreements and other arrangements concerning compensation with our named executive officers:
(a) | Mr. Aberman On On December 1, 2021, at the recommendation of our Compensation Committee, our Board approved, effective as of January 1, | |
(b) |
(c) |
Potential Payments Upon Termination or Change-in-Control
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change-in-control) or a change of responsibilities following a change-in-control, except for the following: (i) in the event of an immediate and unilateral termination of Mr. Aberman’s Consulting Agreement, a thirty (30) day written notice period (the “Notice Period”)consulting agreement by the Company, he will be applied and Mr. Aberman shall continue to provide the services during the Notice Period and shall be entitled to receive the consideration for such services (the notice period will not apply in the event Mr. Aberman is not elected by the shareholders to serve as a Board member at an annual general meeting);one month of consulting fee; (ii) in the event of termination of Mr. Yanay employment, he is entitled to a severance payment, under Israeli law, that equals a month’s compensation for each twelve-month period of employment or otherwise providing services to the Company, and an additional adjustment fee that equals the monthly base salary multiplied by six, plus the number of years the employment agreement is in force from September 12, 2018, but in any event no more than nine months in the aggregate; and (iii) in the event of termination of Mrs.Ms. Franco-Yehuda’s employment, she is entitled to a severance payment, under Section 14 of the Israeli law, that equals a month’s compensation for each twelve-month period of employment or otherwise providing services to the Company,Severance Pay Law, and in addition, effective as September 10, 2020, she will be entitled to receive an adjustment fee that equals her monthly salary amount multiplied by three, plus the number of years the employment agreement remains in force from June 30, 2020, but in any event no more than six years in the aggregate.
In addition, Mr. Aberman, Mr. Yanay and Ms. Franco-Yehuda are entitled to acceleration of the vesting of their share options and restricted shareRSUs in the following circumstances: (1) if we terminate their employment for a reason other than cause (as may be defined in each respective agreement), they will be entitled to acceleration of 100% of any unvested awards and (2) if they resign, they will be entitled to acceleration of 50% of any unvested award, subject to the approval of the Board. In addition, Mr. Aberman, Mr. Yanay, and Ms. Franco-Yehuda are also entitled to acceleration of 100% of any unvested award in case of our change in control as defined in their respective consulting and employment agreements.
For clarification purposes, the acceleration mechanism detailed above does not apply to the 500,000 RSUs granted to each of our CEO and Executive Chairman in September 2020, that were linked to the achievement of our market capitalization reaching of $550 million during the three yearthree-year period from the date of the grant.
The following table displays the value of what our CEO, Executive Chairman and CFO would have received from us had their employment been terminated, or a change in control of us happened on June 30, 2021.2022.
Officer | Salary | Accelerated Vesting of RSUs(1) | Total | |||||||||
Zami Aberman (6) | ||||||||||||
Terminated due to officer resignation | $ | 453,792 | $ | 841,500 | (2) | $ | 1,295,292 | |||||
Terminated due to discharge of officer | $ | 453,792 | $ | 1,683,000 | (3) | $ | 2,136,792 | |||||
Change in control | - | $ | 1,683,000 | (4) | $ | 1,683,000 | ||||||
Yaky Yanay | ||||||||||||
Terminated due to officer resignation | $ | 565,689 | (5) | $ | 841,500 | (2) | $ | 1,407,189 | ||||
Terminated due to discharge of officer | $ | 565,689 | (5) | $ | 1,683,000 | (3) | $ | 2,248,689 | ||||
Change in control | - | $ | 1,683,000 | (4) | $ | 1,683,000 | ||||||
Chen Franco Yehuda | ||||||||||||
Terminated due to officer resignation | $ | 79,755 | $ | 169,290 | (2) | $ | 249,045 | |||||
Terminated due to discharge of officer | $ | 79,755 | $ | 338,580 | (3) | $ | 418,335 | |||||
Change in control | - | $ | 338,580 | (4) | $ | 338,580 |
Officer | Salary | Accelerated Vesting of RSUs(1) | Total | |||||||||
Zami Aberman | ||||||||||||
Terminated due to officer resignation | $ | - | $ | 179,688 | (2) | $ | 188,402 | |||||
Immediately terminated due to discharge of officer | $ | 9,857 | $ | 359,375 | (3) | $ | 368,089 | |||||
Change in control | - | $ | 359,375 | (4) | $ | 359,375 | ||||||
Yaky Yanay | ||||||||||||
Terminated due to officer resignation | $ | 560,842 | (5) | $ | 179,688 | (2) | $ | 740,529 | ||||
Terminated due to discharge of officer | $ | 560,842 | (5) | $ | 359,375 | (3) | $ | 920,217 | ||||
Change in control | - | $ | 359,375 | (4) | $ | 359,375 | ||||||
Chen Franco Yehuda | ||||||||||||
Terminated due to officer resignation | $ | 92,857 | $ | 36,250 | (2) | $ | 129,107 | |||||
Terminated due to discharge of officer | $ | 92,857 | $ | 72,500 | (6) | $ | 165,357 | |||||
Change in control | - | $ | 72,500 | (6) | $ | 72,500 |
(1) | Value shown represents the difference between the closing market price of our |
(2) | Up to 50% of all unvested RSUs issued under the applicable equity incentive plans vest upon resignation under the terms of those plans, subject to the approval of the Board at its sole discretion. |
(3) | All unvested RSUs issued under the applicable equity incentive plans vest upon an involuntary termination due to discharge, except for cause, excluding 500,000 RSUs granted on September 10, 2020, that will vest upon achievement of increasing market capitalization of our |
(4) | All unvested RSUs issued under the applicable equity incentive plans vest upon a change in control under the terms of those plans excluding 500,000 RSUs granted on September 10, 2020, that will vest upon achievement of increasing market capitalization of our |
(5) | Pursuant to his employment agreement, in case of termination, Mr. Yanay is entitled to adjustment fees of $255,000. In addition, as of June 30, |
$40,000. | |
(6) |
Pension, Retirement or Similar Benefit Plans
We have no arrangements or plans, except for those we are obligated to maintain pursuant to the Israeli law, under which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options, RSUs or restricted shares at the discretion of our Board in the future.
Outstanding Equity Awards at the End of Fiscal Year 20212022
The following table presents the outstanding equity awards held as of June 30, 20212022 by our named executive officers, all of which have been issued pursuant to our 2019 Equity Compensation Plan, or the 2019 Plan, and 2016 Equity Compensation Plan, or the 2016 Plan:
Name | Number of shares that have not vested (#) | Market value of shares that have not vested ($) | Equity incentive plan awards: Number of shares that have not vested (#) | Equity incentive plan awards: Market value of shares that have not vested ($) | Number of shares that have not vested (#) | Market value of shares that have not vested ($) | Equity incentive plan awards: Number of shares that have not vested (#) | Equity incentive plan awards: Market value of shares that have not vested ($) | ||||||||||||||||||||||||
Zami Aberman | - | - | 500,000 | (1) | 1,980,000 | - | - | 500,000 | (1) | 625,000 | ||||||||||||||||||||||
406,250 | (2) | 1,608,750 | - | - | 281,250 | (2) | 351,563 | - | - | |||||||||||||||||||||||
18,750 | (3) | 74,250 | - | - | 6,250 | (3) | 7,813 | - | - | |||||||||||||||||||||||
Yaky Yanay | - | -- | 500,000 | (1) | 1,980,000 | - | -- | 500,000 | (1) | 625,000 | ||||||||||||||||||||||
406,250 | (2) | 1,608,750 | - | - | 281,250 | (2) | 351,563 | - | - | |||||||||||||||||||||||
18,750 | (3) | 74,250 | - | - | 6,250 | (3) | 7,813 | - | - | |||||||||||||||||||||||
Chen Franco-Yehuda | 750 | (4) | 2,970 | - | - | 250 | (4) | 313 | - | - | ||||||||||||||||||||||
3,500 | (5) | 13,860 | - | - | 1,500 | (5) | 1,875 | - | - | |||||||||||||||||||||||
81,250 | (6) | 321,750 | - | - | 56,250 | (6) | 70,313 | - | - |
(1) | 500,000 RSUs granted on September 10, 2020 vest in full upon milestone achievement of increasing our market capitalization on the Nasdaq Global |
(2) |
(3) |
(4) |
(5) |
(6) |
Option Exercises and Stock Vested Table
The following table presents the named executive officers’ RSUs that vested during Fiscal Year 2020.
Stock Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||
Zami Aberman | 65,000 | 255,888 | ||||||
Yaky Yanay | 64,000 | 251,120 | ||||||
Chen Yehuda-Franco | 5,175 | 25,738 |
Long-Term Incentive Plans-Awards in Last Fiscal Year
We have no long-term incentive plans, other than the 2016 Plan and the 2019 Plan.
Director Compensation of Directors
The following table provides information regarding compensation earned by, awarded, or paid to each person for serving as a director who is not an executive officer during Fiscal Year 2021:2022, excluding Mr. Aberman who served as Executive Chairman until December 31, 2021, and whose compensation is included in the Summary Compensation Table above:
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | |||||||||
Isaac Braun(2) | 34,207 | 204,000 | 238,207 | |||||||||
Mark Germain | 110,175 | (4) | 204,000 | 314,175 | ||||||||
Moria Kwiat | 35,412 | 204,000 | 239,412 | |||||||||
Rami Levi(3) | 17,500 | 144,400 | 161,900 | |||||||||
Maital Shemesh-Rasmussen(3) | 17,750 | 144,400 | 162,150 | |||||||||
Doron Shorrer | 46,026 | 204,000 | 250,026 |
Name | Fees Earned or Paid in Cash ($)(4) | Stock Awards ($)(1) | Total ($) | |||||||||
Doron Birger(3) | 36,057 | 73,400 | 109,457 | |||||||||
Varda Shalev(3) | 33,637 | 73,400 | 107,037 | |||||||||
Mark Germain(2) | 38,025 | - | 38,025 | |||||||||
Moria Kwiat(2) | 36,700 | - | 36,700 | |||||||||
Rami Levi | 35,000 | - | 35,000 | |||||||||
Maital Shemesh-Rasmussen | 38,000 | - | 38,000 | |||||||||
Doron Shorrer(2) | 50,012 | - | 50,012 |
(1) | The fair value recognized for the |
(2) | Effective as of June |
(3) | Effective as of |
(4) |
On September 10, 2020, our Board, upon the recommendation of our Compensation Committee, approved the change of their current compensation components to an annual fee of $35,000 and we will no longer pay additional payments based on meeting participation. In addition, members of our Board committees shall be compensated as follows (i) the Chairman of our Audit Committee shall receive an additional annual fee of $10,000 and, in the event of an annual equity grant issued to directors, or an Annual Director Grant, an additional 10% of equity securities in addition to such grant, and each other member of the Audit Committee shall receive an additional annual fee of $3,000 and, in the event of an Annual Director Grant, an additional 3% of equity securities in addition to such grant; (ii) the Chairman of our Compensation Committee shall receive an additional annual fee of $4,000 and, in the event of an Annual Director Grant, an additional 4% of equity securities in addition to such grant, and each other member of the Compensation Committee shall receive an additional annual fee of $2,000 and, in the event of an Annual Director Grant, an additional 2% of equity securities in addition to such grant; and (iii) the Chairman of our Nominating Committee shall receive an additional annual fee of $4,000 and, in the event of an Annual Director Grant, an additional 4% of equity securities in addition to such grant, and each other member of the Nominating Committee shall receive an additional annual fee of $2,000 and, in the event of an Annual Director Grant, an additional 2% of equity securities in addition to such grant.
In exceptional circumstances members of the Board may receive bonuses of up to $75,000 per year for extraordinary performance, as well as discretionary bonuses in special circumstances as the Board or the Compensation Committee may decide. During 2021, we paid Mr. Mark Germain $75,000 for his contribution in connection with the EIB Finance Agreement.
During Fiscal Year 2021,2022, we paid a total of $187,081 excluding the bonus paid to Mr. Germain$264,000 in cash to directors as compensation.
As of June 30, 2021,2022, we have outstanding grants to our non-executive directors aggregating 382,612 restricted shares and343,991 RSUs of which 260,156264,665 were exercisable or vested, as the case may be, as follows:
Name | Total of Options, restricted shares and RSUs Granted | Total of restricted shares and RSUs exercisable and vested | ||||||
Isaac Braun(1) | 78,621 | 78,621 | ||||||
Mark Germain | 100,645 | 60,998 | ||||||
Moria Kwiat | 55,750 | 34,594 | ||||||
Rami Levi | 20,000 | 0 | ||||||
Maital Rasmussen | 20,000 | 0 | ||||||
Doron Shorrer | 107,596 | 85,943 | ||||||
Total | 382,612 | 260,156 |
Name | Total of restricted shares and RSUs granted and outstanding | Total unvested restricted shares and RSUs | ||||||
Doron Birger | 20,000 | 16,250 | ||||||
Varda Shalev | 20,000 | 16,250 | ||||||
Mark Germain(1) | 100,645 | - | ||||||
Moria Kwiat(1) | 55,750 | - | ||||||
Rami Levi | 20,000 | 13,750 | ||||||
Maital Shemesh-Rasmussen | 20,000 | 13,750 | ||||||
Doron Shorrer(1) | 107,596 | - | ||||||
Total | 343,991 | 60,000 |
(1) |
For all directors, the vesting of directors’ stockshare options, RSUs and restricted stockshare accelerates in the following circumstances: (1) if the director is not re-nominated to serve on the Board or the director is not re-elected by shareholders at a special or annual meeting, this will result in the acceleration of 100% of any unvested award, and (2) the voluntary resignation of a director will result in the acceleration of up to 50% of any unvested award.award subject to Board approval. In addition, a change in control will result in the acceleration of 100% of any unvested award of our directors.
Mr. Braun was not re-nominated as a director nominee at the 2021 Annual Meeting and on June 1, 2021, all unvested awards held by Mr. Braun were accelerated, resulting in the vesting of 22,139 RSUs for Mr. Braun.
Other than as described above, we have no present formal plan for compensating our directors for their service in their capacity as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board as per policy approved by our Compensation Committee. The Board may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.
Other than indicated above, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments during Fiscal Year 2021.2022.
20
REPORT OF THE AUDIT COMMITTEE
In the course of our oversight of the Company’s financial reporting process, we have: (1) reviewed and discussed the audited financial statements for Fiscal Year 20212022 with management; (2) discussed with the Independent Auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or the PCAOB, and the SEC; (3) received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the standards of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence; (4) discussed with the independent registered public accounting firm its independence; and (5) considered whether the provision of nonauditnon-audit services by the independent registered public accounting firm is compatible with maintaining its independence and concluded that it is compatible at this time.
Based on the foregoing review and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report for the fiscal year ended June 30, 2021,Fiscal Year 2022, for filing with the SEC.
By the Audit Committee of the Board of | |
Directors of | |
Doron | |
Maital Shemesh-Rasmussen |
18
INFORMATION CONCERNING OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The fees for services provided by our independent registered public accounting firm to the Company and paid in the last two fiscal years were as follows:
Twelve months ended on June 30, 2021 | Twelve months ended on June 30, 2020 | |||||||
Audit Fees | $ | 105,000 | $ | 110,041 | ||||
Audit-Related Fees | None | None | ||||||
Tax Fees | $ | 28,507 | $ | 27,072 | ||||
All Other Fees | None | None | ||||||
Total Fees | $ | 133,507 | $ | 137,113 |
Twelve months ended on June 30, 2022 | Twelve months ended on June 30, 2021 | |||||||
Audit Fees | $ | 114,532 | $ | 105,000 | ||||
Audit-Related Fees | 6,214 | None | ||||||
Tax Fees | 14,625 | 28,507 | ||||||
All Other Fees | 36,975 | None | ||||||
Total Fees | $ | 172,345 | $ | 133,507 |
Audit Fees. These fees were comprised of (i) professional services rendered in connection with the audit of our consolidated financial statements for our Annual Report on Form 10-K, (ii) the review of our quarterly consolidated financial statements for our quarterly reports on Form 10-Q, and (iii) audit services provided in connection with other regulatory or statutory filings.
Tax Fees. These fees relatewere comprised of fees related to the annual comfort letter relating to our tax compliance and tax advisory projects.Open Market Sale AgreementSM.
All Other Fees. These fees were comprised of fees related to(i) assistance in preparation of Israel Innovation Authority as well as other grant applications.our periodical report to IIA, (ii) hours devoted to review the agreements of Plurinuva its establishment , (iii) working hours devoted to the cyber-incident described in the risk factors contained in the Annual Report on Form 10-K for Fiscal Year 2022.
Pre-Approval Policies and Procedures
SEC rules require that before our independent registered accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
1. | pre-approved by our Audit Committee; or |
2. | entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management. |
The Audit Committee pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by the Audit Committee before the services were rendered.
On March 25, 2021, our Audit Committee dismissed Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm, or our Former Auditor, effective after their completion of the review of the Company’s consolidated financial statements for the three months ending March 31, 2021.
Except, with respect to the fiscal year ended June 30, 2019, for an explanatory paragraph in the Former Auditor’s audit report regarding substantial doubt about the Company’s ability to continue as a going concern, the audit reports of the Former Auditor on the Company’s financial statements for the fiscal years ended June 30, 2020 and 2019 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended June 30, 2020 and 2019, and the subsequent interim period through March 25, 2021, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
In addition, on March 25, 2021, our Audit Committee appointed Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, or PWC, as our independent registered public accounting firm for the fiscal year ending June 30, 2021, whose appointment took place upon the dismissal of our Former Auditor. During the fiscal years ended June 30, 2020 and 2019, and the subsequent interim period through March 25, 2021, neither the Company, nor anyone on its behalf, consulted PWC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by PWC that PWC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Audit Committee has considered the nature and amount of fees billed by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, and Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, and believes that the provision of services for activities unrelated to the audit was compatible with maintaining Kost Forer Gabbay & Kasierer’s independence and it is compatible with maintaining Kesselman & Kesselman’s, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, independence.
As of June 30, 2021,2022, we havehad accrued approximately $70,000$86,000 for the annual audit feesAudit Fees for the Fiscal Year ended June 30, 2021,2022 and approximately $22,000 for Other Fees, which were paidwe expect to PWCpay PricewaterhouseCoopers during fiscal year 2022.2023.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Audit Committee reviews and monitors all related person transactions which may be entered into by the Company as required by rules of Nasdaq.
Except for the compensation arrangements described above, no director, executive officer, principal shareholder holding at least 5% of our Common Shares, or any family member thereof, had or will have any material interest, direct or indirect, in any transaction, or proposed transaction, during Fiscal Year 20212022 in which the amount involved in the transaction exceeded or exceeds the lesser of, $120,000 or one percent of our total assets at the end of Fiscal Year 2021.2022.
SHAREHOLDER PROPOSALS
Shareholders who wish to submit proposals for inclusion in our proxy statement and form of proxy relating to our next annual meeting of shareholders must advise our Secretary of such proposals in writing by December 10, 2022.2023.
Shareholders who wish to present a proposal at our next annual meeting of shareholders without inclusion of such proposal in our proxy materials must advise our Secretary of such proposals in writing by March 1, 2023.2024.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these requirements.
23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, to the best knowledge and belief of the Company, as of, April 18, 2022February 27, 2023 (unless provided herein otherwise), with respect to holdings of our Common Shares by (1) each person known by us to be the beneficial owner of more than 5% of the total number of shares of our Common Shares outstanding as of such date; (2) each of our current directors; (3) each of our named executive officers; and (4) all of our current directors and our current executive officers as a group.
Name of Beneficial Owner | Beneficial Number of Shares(1) | Percentage of Shares Beneficially Owned | Beneficial Number of Shares(1) | Percentage of Shares Beneficially Owned | ||||||||||||
Directors and Named Executive Officers | ||||||||||||||||
Yaky Yanay CEO, President and Director | 8,892,161 | (2)(3) | 21.8 | % | ||||||||||||
Directors and Named Executive Officers | ||||||||||||||||
Chen Franco-Yehuda CFO | 8,109,482 | (3) | 19.9 | % | ||||||||||||
Zami Aberman Chairman of the Board of Directors | 802,247 | (2) | 2.5 | % | 903,372 | (2) | 2.2 | % | ||||||||
Yaky Yanay CEO, President and Director | 648,473 | (2) | 2 | % | ||||||||||||
Chen Franco-Yehuda | 59,091 | * | ||||||||||||||
CFO | ||||||||||||||||
Doron Birger Director | 3,750 | * | 8,750 | * | % | |||||||||||
Doron Shorrer Director | 97,334 | (4) | * | |||||||||||||
Maital Rasmussen Director | 6,250 | * | ||||||||||||||
Mark Germain Director | 69,477 | * | ||||||||||||||
Moria Kwiat Director | 47,699 | (3) | * | |||||||||||||
Rami Levi Director | 6,250 | * | 11,250 | * | % | |||||||||||
Varda Shalev Director | 3,750 | * | 8,750 | * | % | |||||||||||
Directors and Executive Officers as a group (10 persons) | 1,744,321 | (5) | 5.4 | % | ||||||||||||
Maital Shemesh-Rasmussen Director | 11,250 | * | % | |||||||||||||
Directors and Executive Officers as a group (7 persons) | 9,915,749 | 24.3 | %(3) | |||||||||||||
5% Shareholders | ||||||||||||||||
David M. Slager | 1,685,038 | (6) | 5.25 | % | 2,305,877 | (4) | 5.6 | % | ||||||||
Shayna LP | 3,599,621 | (5) | 8.8 | % |
* | less than 1% |
(1) | Based on |
Shares subject to options, warrants or right to purchase or through the conversion of a security currently exercisable or convertible, or exercisable or convertible within 60 days, are reflected in the table above and are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
(2) | Includes a warrant to acquire up to 7,143 |
(3) | Includes |
(4) |
Based solely upon a Schedule 13G filed by Mr. Slager, Regals Capital Management LP, or Regals Management, and Regals Fund LP, or Regals Fund, with the SEC on |
(5) | Based solely upon a Schedule 13G filed by Shayna LP with the SEC on February 16, 2023. |
2421
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement or annual report may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you call or write us at the address shown on the first page of this proxy statement. If you want to receive separate copies of the annual report and any proxy statement in the future or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holders, or you may contact us at Pluristem Therapeutics,Pluri Inc., MatamMATAM Advanced Technology Park Building No. 5, Haifa, Israel, 3508409 or by phone at 011-972-74-710-8600, or by email at info@pluristem.com.investor.relations@pluri-biotech.com.
OTHER MATTERS
As of the date of this proxy statement, our management knows of no matter not specifically described above as to any action which is expected to be taken at the Meeting. The persons named in the enclosed proxy, or their substitutes, will vote the proxies, insofar as the same are not limited to the contrary, in their best judgment, with regard to such other matters and the transaction of such other business as may properly be brought at the Meeting.
VOTING
IF YOU ARE THE HOLDER OF RECORD OF YOUR SHARES, YOU MAY VOTE YOUR SHARES OVER THE INTERNET AT WWW.VOTEPROXY.COM OR OVER THE TELEPHONE BY CALLING TOLL-FREE 1-800-PROXIES (1-800-776-9437) IN THE UNITED STATES OR 1-718-921-8500 FROM FOREIGN COUNTIES AND FOLLOWING THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AND PROXY CARD.
IF YOU DO NOT WISH TO VOTE BY INTERNET OR TELEPHONE, YOU MAY REQUEST A PAPER PROXY CARD. IF YOU CHOOSE TO DO SO, PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE RETURN ENVELOPE THAT WE SEND YOU UPON YOUR REQUEST.
A PROMPT RETURN OF A PAPER PROXY CARD WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER COMMUNICATIONS OR MAILINGS.
By Order of the Board of Directors | |
/s/ Yaky Yanay | |
Yaky Yanay | |
President, Director and Chief Executive Officer |
Haifa, Israel
AprilFebruary 27, 20222023
2522
PLURISTEM THERAPEUTICSAPPENDIX A
Pluri Inc.
Amendment to Articles of Incorporation
WHEREAS, the board of directors of Pluri Inc. (the “Corporation”) has determined that it is advisable and in the best interests of the Corporation to increase its authorized share capital in order to provide the Corporation flexibility in its ability to carry out any future capital raising activities through the issuance of its authorized share capital and grant equity incentives to employees and service providers;
WHEREAS, the Corporation’s authorized share capital consists of (i) sixty million (60,000,000) shares of common stock, par value $0.00001 each and (ii) one million (1,000,000) shares of preferred stock, par value $0.00001 each, which may be issued in one or more series at the discretion of the Board of Directors, of which shares of the Corporation’s common stock are issued and outstanding and shares of the Corporation’s common stock remain issuable, and of which no shares of the Corporation’s preferred stock are issued and outstanding and 1,000,000 shares of the Corporation’s preferred stock remain issuable;
NOW, THEREFORE, effective upon receipt of stockholder approval and subject to the filing of the Articles of Incorporation with the Secretary of the State of Nevada, Article 4 of our Articles of Incorporation will be amended to read as follows:
“4. The aggregate number of shares which the corporation shall have authority to issue is: (i) three hundred million (300,000,000) shares of Common Stock, par value $0.00001 each (the “Common Stock”), and (ii) one million (1,000,000) shares of preferred stock, par value $0.00001 each, which may be issued in one or more series at the discretion of the Board of Directors (the “Preferred Stock”). The Board of Directors is hereby vested with authority to fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation the dividend rate, conversion or exchange rights, redemption price and liquidation preference, of any series of shares of Preferred Stock, and to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution or resolutions originally fixing the number of shares of such series. All shares of any one series shall be alike in every particular except as otherwise provided by these Articles of Incorporation or the Nevada Revised Statues.”
In all other respects the Articles of Incorporation shall remain unchanged and in full force and effect.
PLURI INC.
ANNUAL MEETING OF SHAREHOLDERS
June 21, 2022April 27, 2023
PROXY CARD
THE FOLLOWING PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PLURISTEM THERAPEUTICSPLURI INC.
The undersigned shareholder of Pluristem TherapeuticsPluri Inc. (the “Company”) hereby appoints Yaky Yanay and Chen Franco-Yehuda, or any of them, as proxy and attorney of the undersigned, for and in the name(s) of the undersigned, to attend the annual meeting of shareholders of the Company (the “Shareholders Meeting”) to be held at the Company’s offices at MatamMATAM Advanced Technology Park Building No. 5, Haifa, Israel, 3508409 on June 21, 2022April 27, 2023 at 5:00 p.m. local time, and any adjournment thereof, to cast on behalf of the undersigned all the votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the Shareholders Meeting with all powers possessed by the undersigned if personally present at the Shareholders Meeting, including, without limitation, to vote and act in accordance with the instructions set forth below. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and revokes any proxy heretofore given with respect to such meeting.
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED BELOW.
IF THIS PROXY CARD IS EXECUTED BUT NO INSTRUCTION IS GIVEN WITH RESPECT TO ANY PROPOSAL SPECIFIED HEREIN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” EACH NOMINEE IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2.2, PROPOSAL NO. 3 AND PROPOSAL NO. 4.
VOTE VIA THE INTERNET: www.voteproxy.com
VOTE VIA THE TELEPHONE: 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the instructions.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
PLURISTEM THERAPEUTICSPLURI INC.
June 21, 2022April 27, 2023
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card are available at
http://www.astproxyportal.com/ast/22961/
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE
DIRECTOR NOMINEES LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2.2, PROPOSAL NO. 3 AND PROPOSAL NO. 4
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Shareholders Meeting. | 1. | Proposal No. 1 - Election of Directors: To elect the following nominees to the Board of Directors to serve as directors of the Company until the next annual meeting of the shareholders and until their successors shall have been duly elected and qualified: | ||||||||||
FOR | AGAINST | ABSTAIN | ||||||||||
Zami Aberman | ☐ | ☐ | ☐ | |||||||||
Doron Birger | ☐ | ☐ | ☐ | |||||||||
Rami Levi | ☐ | ☐ | ☐ | |||||||||
Maital Shemesh-Rasmussen | ||||||||||||
☐ | ☐ | ☐ | ||||||||||
Yaky Yanay | ☐ | ☐ | ☐ | |||||||||
2. | Proposal No. 2 - To approve an amendment to the Articles of Incorporation of the Company to increase the number of authorized Common Shares from sixty million (60,000,000) shares, par value $0.00001 per share to three hundred million (300,000,000) shares, par value $0.00001 per share | ☐ | ☐ | ☐ | ||||||||
3. | Proposal No. 3 - To ratify the selection of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the Company for the fiscal year ending June 30, | ☐ | ☐ | ☐ | ||||||||
4. | Proposal No. 4 - To consider and approve, by a nonbinding advisory vote, the compensation of our named executive officers as described in the accompanying proxy statement. | ☐ | ☐ | ☐ | ||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ | MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. | ☐ | |||||||||
Signature of Shareholder | Date: | Signature of Shareholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer 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. |