Full Press Release Details
PHARMACEUTICALS LTD.
Aviv 6578317, Israel
are cordially invited to attend the Annual General Meeting of Shareholders of Galmed Pharmaceuticals Ltd. (the "Company")
to be held at 5:00 p.m., Israel time, on May 4, 2023, at the offices of the Company at 16 Tiomkin St., Tel Aviv 6578317, Israel (the
will be asked at this Meeting to take action on the matters set forth in the attached Notice of the Annual General Meeting of Shareholders.
The Company's board of directors is recommending that you vote "FOR" all of the Proposals on the agenda, each as specified
in the enclosed Proxy Statement.
discussion period will be provided at the Meeting for questions and comments of general interest to shareholders.
look forward to personally greeting those shareholders who are able to be present at the Meeting. If you do plan to attend, we ask that
you bring with you some form of personal identification and verification of your status as a shareholder as of the close of trading on
Tuesday, March 28, 2023, the record date for the Meeting. However, whether or not you will be with us at the Meeting, it is important
that your shares be represented. Accordingly, you are requested to complete, date, sign and mail the enclosed proxy in the envelope provided
at your earliest convenience and in any event so as to be received by the Company in a timely manner as set forth in the enclosed Proxy
you for your cooperation.
| Very truly yours, | |
| Allen Baharaff | |
| President and Chief Executive Officer |
PHARMACEUTICALS LTD.
Aviv 6578317, Israel
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
be held on May 4, 2023
This Proxy Statement is furnished
to the holders of ordinary shares, par value of 0.01 New Israeli Shekel per share (the "Ordinary
Shares" or "Shares") of Galmed Pharmaceuticals Ltd. (the
"Company", "Galmed", "us" or "our") for use at the Annual
General Meeting of Shareholders (the "Meeting") to be held at the offices of the Company at 16 Tiomkin St., Tel Aviv
6578317, Israel on May 4, 2023, at 5:00 p.m. (Israel time), and at each postponement or adjournment thereof.
agenda for the Meeting includes the following matters:
| 4. | To approve amendments to the exercise price and exercise period of outstanding options granted to our directors, including to our Chief Executive Officer; and | |
| 5. | To reappoint Brightman Almagor Zohar & Co., a member firm of Deloitte Touche Tohmatsu Limited, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 and until the 2024 annual general meeting of shareholders. |
addition, shareholders at the Meeting will have an opportunity to review and ask questions regarding the financial statements of the
Company for the fiscal year ended December 31, 2022.
Company is not currently aware of any other matters to be presented at the Meeting. If other matters properly come before the Meeting,
it is the intention of the persons designated as proxies to vote in accordance with their judgment on such matters.
Date; Entitlement to Vote
record date for determining shareholders entitled to notice of, and to vote at, the Meeting has been established as of the close of trading
on the Nasdaq Capital Market on Tuesday, March 28, 2023 (the "Record Date").
of March 28, 2023, the Company had outstanding 25,203,396 Ordinary Shares, each of which is entitled to one vote upon the matters to
be presented at the Meeting.
or more shareholders, present in person, by proxy or by proxy card, and holding shares conferring in the aggregate more than 33.33% of
the voting power of the Company on the Record Date, shall constitute a quorum at the Meeting. Should no quorum be present within half
an hour from the time set for the Meeting, the Meeting shall be adjourned to May 11, 2023, at the same time and place. No further notice
will be given or publicized with respect to such adjourned meeting. If at such adjourned meeting a quorum is not present within half
an hour from the time stated for such meeting, any two shareholders present in person, by proxy or by proxy card, shall constitute a
quorum, even if they represent in the aggregate shares conferring 33.33% or less of the voting power of the Company on the Record Date.
holders of shares should take note that, pursuant to Article 64 of the Company's Amended and Restated Articles of Association (the
"Articles"), the vote of the senior holder who tenders a vote, in person, by proxy or by proxy card, will be accepted
to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority will be determined by the order in which
the names appear in the Company's shareholder register.
Vote and Voting Procedures
affirmative vote of holders of a majority of the Ordinary Shares participating and voting at the Meeting, in person, by proxy or by proxy
card is required to adopt each of the Proposals to be presented at the Meeting.
approval of Proposals 3 and 4 is also subject to the fulfillment of one of the following additional voting requirements ("Special
| (i) | the majority of the shares voted at the Meeting in favor of the Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling shareholders of the Company and do not have a personal interest in the relevant Proposal; or | |
| (ii) | the total number of shares of the shareholders mentioned in clause (i) above voted against the relevant Proposal does not exceed two percent (2%) of the total voting rights in the Company. |
to the Companies Law, in order for your vote to be counted with respect to Proposals 3 and 4, you must indicate on your proxy or proxy
card, or inform the Company at the Meeting and prior to voting thereon, whether or not (i) you are a controlling shareholder of the Company
or (ii) you or any of the following persons have a personal interest in the approval of the Proposal:
| your spouse, siblings, parents, grandparents, descendants, spouse's descendants, siblings or parents or the spouses of any of these people (a "Relative"); | ||
| any entity in which you or a Relative of yours holds 5% or more of such entity's outstanding shares or voting rights; | ||
| any entity in which you or a Relative of yours is a director or general manager, or in which you or a Relative of yours have the power to appoint one or more directors or the general manager; and | ||
| a person voting under a proxy given by you. |
you do not state whether or not you are a controlling shareholder or have a personal interest, your shares will not be voted for Proposals
be counted, a duly executed proxy or proxy card must be received by the Company prior to the Meeting. An instrument appointing a proxy
or a proxy card shall be in writing in a form approved by the Board of Directors of the Company, or the Board and shall be delivered
to the Company at its registered offices at 16 Tiomkin St. 4th floor, Tel Aviv, Israel 6578317, Attention: Yohai Stenzler,
CPA, Company Chief Accounting Officer, or at the offices of the Company's transfer agent, VStock Transfer LLC, at 18 Lafayette
Place, Woodmere, New York 11598, not less than four (4) hours before the time scheduled for the Meeting or adjourned meeting or presented
to the chairperson of the Meeting at the Meeting. Shares represented by proxies and proxy cards received after the times specified above
will not be counted as present at the Meeting and thus will not be voted.
may revoke the authority granted by their execution of a proxy or a proxy card at any time before the effective exercise thereof by voting
in person at the Meeting or by either written notice of such revocation or later-dated proxy or proxy card, in each case delivered either
to the Company or to the Company's transfer agent at the addresses stated above not less than four (4) hours before the time scheduled
for the Meeting or adjourned meeting or presented to the chairperson of the Meeting at the Meeting.
Shares represented by executed and unrevoked proxies will be voted in the manner instructed by the executing shareholder, or if no specific
instructions are given, will be voted FOR the Proposals set forth in the Notice of Annual General Meeting of Shareholders, other than
for Proposals 3 and 4.
you are a record holder of shares, and wish to vote via the internet, please follow the instructions indicated on the proxy card.
accordance with the Companies Law and regulations promulgated thereunder, any shareholder of the Company may submit to the Company a
position statement on its behalf, expressing its position on an agenda item for the Meeting to the Company's offices, 16 Tiomkin
St., Tel Aviv 6578317, Israel, Attention: Yohai Stenzler, CPA, Company Chief Accounting Officer, or by facsimile to +972-3-6938447, no
later than Monday, April 24, 2023 at 5:00 pm Israel time.
accordance with the Companies Law and regulations promulgated thereunder, any shareholder of the Company holding at least one percent
(1%) of the outstanding voting rights of the Company may submit to the Company a proposed additional agenda item for the Meeting, to
the Company's offices, 16 Tiomkin St., Tel Aviv 6578317, Israel, Attention: Yohai Stenzler, CPA, Company Chief Accounting Officer,
or by facsimile to +972-3-6938447, no later than Friday, April 7, 2023 at 1:00 pm Israel time. To the extent that there are any additional
agenda items that the Board determines to add as a result of any such submission, the Company will publish an updated agenda and proxy
card with respect to the Meeting, no later than Thursday, April 13, 2022, which will be furnished to the U.S. Securities and Exchange
Commission (the "SEC") on Form 6-K, and will be made available to the public on the SEC's website at http://www.sec.gov.
OF EXECUTIVE OFFICERS AND DIRECTORS
information regarding compensation granted to our four most highly compensated Office Holders (as defined in the Companies Law) during
or with respect to the year ended December 31, 2022, please see Item 6B. of our annual report on Form 20-F filed with the SEC on March
29, 2023, and accessible through the Company's website at http://galmedpharma.com/ or through the SEC's website www.sec.gov.
SHARE SPLIT OF THE COMPANY'S ORDINARY SHARES IN THE RANGE OF UP TO 15:1
17, 2022, we received a notification from the
Nasdaq Stock Market LLC ("Nasdaq") that we are not in compliance with the minimum bid price requirement for
continued listing, as set forth in Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of
$1.00 per share, and that we had 180 calendar days, until December 12, 2022 (the "Initial Period"), to regain compliance
with the minimum bid price requirement. We did not regain compliance with the minimum $1 bid price per share requirement during the Initial
Period. On December 13, 2022 we received a letter from Nasdaq notifying us that we are eligible for an additional 180-day compliance
period to cure the deficiency, until June 12, 2023 (the "Extension Period"). We can regain compliance if, by the end
of the Extension Period, the closing bid price of our Ordinary Shares is at least $1.00 for a minimum of ten consecutive business
days. If we cannot demonstrate compliance by the end of the Extension Period, the Nasdaq staff may notify us that our Ordinary Shares
are subject to delisting. If our Ordinary Shares' bid price does not demonstrate compliance by itself during the abovementioned
timeframe, the proposed reverse share split is intended to adjust our Ordinary Shares' bid price. If the reverse share split
is authorized by our shareholders, our Board will have the discretion, within 12 months following the date of the Meeting, to implement
the reverse share split at a ratio within the range that was approved by the shareholders or effect no reverse share split at all.