Full Press Release Details
AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
is hereby given that an Annual and Extraordinary General Meeting of the shareholders (the "Meeting") of Enlivex
Therapeutics Ltd. (the "Company") will be held, subject to applicable laws and regulations relating to restrictions
on gatherings due to COVID 19 (the "Restrictions"), at the offices of the Company at 14 Einstein Street, Nes Ziona,
Israel 7403618, Israel (the "Offices"), on June 24, at 4:00 p.m (Israel). for the following purposes:
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL OF THE PROPOSALS ON THE AGENDA
we be unable to convene the Meeting at our Offices due to the Restrictions we will hold an on-line Meeting. In all events we will
publish a notice no later than seven days prior to the date of the Meeting confirming the date and place of the Meeting on the
SEC's website at http://www.sec.gov, and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il. Should we
need to hold an on-line Meeting, the notice will contain details for remote access to the Meeting.
of record at the close of business on May 15, 2020 (the "Record Date") are entitled to notice of and to vote
at the Meeting. All shareholders are cordially invited to attend the Meeting in person and/or via a remote Meeting should the
Restrictions limit or preclude the Company from holding the Meeting at the Offices.
or not you plan to attend the Meeting (either remotely or in person), you are urged to promptly complete, date and sign the enclosed
proxy and to mail it in the enclosed envelope, which requires no postage if mailed in the United States. A proxy from the holder
of ordinary shares must be received by the Company no later than 3:00 p.m. (Israel) on June 23, 2020 to be validly included in
the tally of ordinary shares voted at the Meeting. Return of your proxy does not deprive you of your right to attend the Meeting,
to revoke the proxy or to vote your shares in person.
owners who hold their shares through members of the Tel Aviv Stock Exchange ("TASE") may (i) vote their shares
in person at the Meeting by presenting a certificate signed by a member of the TASE which complies with the Israel Companies Regulations
(Proof of Ownership for Voting in General Meetings), 5760-2000 as proof of ownership of the shares, (ii) send such certificate
along with a duly executed proxy to the Company at 14 Einstein Street, Nes Ziona, Israel 7403618, Israel, Attention: Chief Financial
Officer, or (iii) complete the Internet voting process via the electronic voting system of the Israel Securities Authority the
("ISA") after receiving a personal identifying number, an access code and additional information regarding
this Meeting from the member of the TASE and after carrying out a secured identification process, up to six hours before the time
set for the Meeting.
Order of the Board of Directors,
AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
enclosed proxy is being solicited by our Board of Directors for use at our Annual and Extraordinary General Meeting of shareholders
(the "Meeting") to be held on June 24, 2020 at 4:00 p.m. (Israel), or at any adjournment thereof, at the offices
of the Company at 14 Einstein Street, Nes Ziona, Israel 7403618, Israel, subject to applicable laws and regulations relating to
restrictions on gatherings due to COVID 19 (the "Restrictions"). Should we be unable to convene the
Meeting at our Offices due to the Restrictions we will hold an on-line Meeting. In all events we will publish a notice no later
than seven days prior to the date of the Meeting confirming the time and place of the Meeting, on the SEC's website at http://www.sec.gov,
and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il. Should we need to hold an on-line Meeting, the notice
will contain details for remote access to the Meeting. The record date for determining which of our shareholders is
entitled to notice of, and to vote at, the Meeting is established as of the close of trade on May 15, 2020 (the "Record
Date"). On the date hereof, we have outstanding and entitled to vote 13,427,876 of our ordinary shares, nominal value
New Israeli Shekels ("NIS") 0.40 each (the "Ordinary Shares").
CONCERNING SOLICITATION AND VOTING
Date and Shares Outstanding
are entitled to vote at the Meeting if you were a shareholder at the close of trade on the Record Date. Subject to the terms described
herein, you are also entitled to vote at the Meeting if you held Ordinary Shares through a bank, broker or other nominee which
was a shareholder of record of the Company at the close of trade on the Record Date or which appeared in the participant listing
of a securities depository on that date.
Voting, Solicitation and Revocation of Proxies.
least two shareholders who attend the Meeting in person, by proxy or by means of voting via the electronic voting system of the
Israel Securities Authority (the "ISA Electronic Voting System") who hold or represent together at least one
third of the voting rights of our issued share capital will constitute a quorum for the Meeting. If a quorum is not present within
half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week, at the same time and
place, without it being necessary to notify our shareholders. A quorum at such adjourned meeting shall be any two shareholders
attending in person, by proxy or by means of the ISA Electronic Voting System. Each outstanding Ordinary Share held by a shareholder
is entitled to one vote.
entitled to vote at the Meeting may attend the Meeting in person and vote thereat, appoint a proxy, vote by written ballot or,
if they hold Ordinary Shares through a TASE member, may vote electronically via the ISA Electronic Voting System after receiving
a personal identifying number, an access code and additional information regarding the Meeting from the relevant member of the
TASE and after carrying out a secured identification process, up to six hours before the time set for the Meeting. A proxy from
the holder of Ordinary Shares must be received by the Company no later than 3:00 p.m. (Israel) on June 23, 2020 to be validly
included in the tally of Ordinary Shares voted at the Meeting.
member of the TASE (a "Member") is required to e-mail a link to the Proxy Statement and Position
Statements published on the websites of the TASE and the ISA (http://www.tase.co.il/tase/ and http://www.magna.isa.gov.il,
respectively) to each shareholder who is not listed in the Company's shareholder register and whose Ordinary Shares are
held through the Member; except in cases in which a shareholder has notified the Member that he/she/it is not interested in
receiving such links and has submitted such notice (a) with respect to a specific securities account, and (b) prior to the
shareholder whose Ordinary Shares are held through a Member may obtain, upon request from the Member, a certification of
ownership regarding his/her/its shares. Such certification may be obtained in the Member's offices or may be sent to
the shareholder by mail (subject to payment of the cost of mailing), at the election of the shareholder, on condition that
the shareholder's request be submitted with respect to a specific securities account.
to the Section 267A of the Companies Law, each proposal described in this proxy statement (a "Proposal") requires
the affirmative vote of a simple majority of shares present at the Meeting, in person or by proxy, and voting thereon, or voting
via the ISA Electronic Voting System, as long as either:
are requested to notify us whether or not they have a "Personal Interest" in connection with a Proposal. If any
shareholder casting a vote in connection with a Proposal does not notify us as to whether or not he, she or it has a Personal
Interest with respect to such Proposal, that shareholder's vote with respect to such Proposal will be disqualified and
will not be counted in determining whether the above Disinterested Majority approval requirements are satisfied.
the purpose of determining whether the Disinterested Majority approval requirements have been satisfied, "Personal Interest"
is defined as: (1) a shareholder's personal interest in the approval of an act or a transaction of the company, including
(i) the personal interest of his or her relative (which includes for these purposes any members of his/her (or his/her spouse's)
immediate family or the spouses of any such members of his or her (or his/her spouse's) immediate family); and (ii) a personal
interest of a body corporate in which a shareholder or any of his/her aforementioned relatives serves as a director or the chief
executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or
chief executive officer, but (2) excluding a personal interest arising solely from the fact of holding shares in the company or
in a body corporate. Under the Companies Law, in the case of a person voting by proxy for another person, "Personal Interest"
includes a personal interest of either of the proxy holder or the shareholder granting the proxy, whether or not the proxy holder
has discretion how to vote.
As of the date of this
Proxy Statement, the Company has no controlling shareholders within the meaning of the Companies Law. In addition, it believes
that the vast majority of its shareholders should not have a Personal Interest in any Proposal.
mind and cancel your proxy card by filing a written notice of revocation with the Company, by completing and returning a duly executed
proxy card bearing a later date or by voting in person at the Meeting. Attendance at the Meeting will not in and of itself constitute
revocation of proxy. Subject to the foregoing paragraph, Ordinary Shares represented by a valid proxy card will be voted in favor
of each Proposal to be presented at the Meeting, unless you clearly vote against a specific Proposal.
following table sets forth certain information regarding the beneficial ownership of our outstanding Ordinary Shares as of May
1, 2020, by each person who we know beneficially owns 5.0% or more of the outstanding Ordinary Shares. Each of our shareholders
has identical voting rights with respect to its shares. All of the information with respect to beneficial ownership of the Ordinary
Shares is given to the best of our knowledge.
beneficial ownership of Ordinary Shares is based on the 13,427,876 Ordinary Shares outstanding as of April 1, 2020, and is determined
in accordance with the rules of the Securities and Exchange Commission (the "SEC") and generally includes any
Ordinary Shares over which a person exercises sole or shared voting or investment power. For purposes of the table below, we deem
shares subject to options or warrants that are currently exercisable or exercisable within 60 days of May 1, 2020, to be outstanding