Full Press Release Details
AN ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
HELD ON THURSDAY, JULY 2, 2026
To the shareholders of Regentis Biomaterials Ltd.:
Notice is hereby given that
an Annual General Meeting (the "Meeting") of the shareholders of Regentis Biomaterials Ltd. (the "Company")
will be held at the offices of the Company's attorneys, Amit, Pollak, Matalon & Co., at APM House, 18 Raoul Wallenberg St.,
Building D, 6th floor, Ramat Hachayal, Tel Aviv, Israel on Thursday, July 2, 2026 at 3:00 p.m. (Israel Time).
The agenda of the Meeting will be as follows:
| 1. | To approve the re-election of Dr. Ehud Geller and Mr. Efraim Cohen-Arazi to the Board of Directors as Class I directors, so that following such re-election, their terms shall expire in accordance with their class (each such re-election to be submitted to a separate vote and approved by a separate resolution). |
| 2. | To ratify the approval of the election of Mr. Pini Ben Elazar and of Dr. Susan Alpert to hold office as an external director of the Company for a period of three years effective from December 4, 2025 (each such election ratification to be submitted to a separate vote and approved by a separate resolution). |
| 3. | To approve the grant of options to Mr. Pini Ben Elazar and of Dr. Susan Alpert. Baron, each an external director of the Company, subject to the approval of Proposal 2 (each such grant to be submitted to a separate vote and approved by a separate resolution). |
| 4. | To approve the grant of options to each serving director, with the exception of the chairman (each such grant to be submitted to a separate vote and approved by a separate resolution). |
| 5. | To approve a top-up grant of options to Mr. Pini Ben-Elazar. |
| 6. | To approve the issuance of warrants to Dr. Ehud Geller and Mr. Jeff Dykan (each such issuance to be submitted to a separate vote and approved by a separate resolution). |
| 7. | To approve the adoption of the Company's Compensation Policy, in accordance with the requirements of the Israeli Companies Law 5759-1999. |
| 8. | To approve the re-appointment of Deloitte Israel & Co., Certified Public Accountants (Isr.) (the " Auditors "), as the Company's independent registered public accounting firm for the year ending December 31, 2026, and to authorize the Board of Directors, upon the recommendation of the Company's audit committee, to determine the Auditors' remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year. |
| 9. | To review and discuss our financial statements for the year ended December 31, 2025, and to transact such other business as may properly come before the Meeting |
Only shareholders at the close
of business on Tuesday, June 9, 2026 shall be entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof.
You are cordially invited to attend the Meeting in person.
If you are unable to attend
the Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly in the pre-addressed
envelope provided. Shareholders who attend the Meeting may revoke their proxies and vote their shares in person.
| By Order of the Board of Directors | |
| /s/ Ehud Geller | |
| Ehud Geller, Chairman and Chief Executive Officer | |
| June 4, 2026 |
60 Medinat Hayehudim, Herzliya, Israel 4676652
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
HELD ON THURSDAY, JULY 2, 2026
This Proxy Statement is furnished
to our holders of ordinary shares, no nominal value per share, in connection with an Annual General Meeting of Shareholders (the "Meeting"),
to be held on Thursday, July 2, 2026 at 3:00 p.m. Israel time at the offices of the Company's attorneys, Amit, Pollak, Matalon &
Co., at APM House, 18 Raoul Wallenberg St., Building D, 6th floor, Ramat Hachayal, Tel Aviv, Israel, or at any adjournments thereof.
Throughout this Proxy Statement,
we use terms such as "Regentis Biomaterials", "we", "us", "our" and the "Company"
to refer to Regentis Biomaterials Ltd. and terms such as "you" and "your" to refer to our shareholders.
The agenda of the Meeting will be as follows:
| 1. | To approve the re-election of Dr, Ehud Geller to the Board of Directors as a Class I director, so that following such re-election, his term shall expire in accordance with his class. |
| 2. | To approve the re-election of Mr. Efraim Cohen-Arazi to the Board of Directors as a Class I director, so that following such re-election, his term shall expire in accordance with his class. |
| 3. | To ratify the approval of the election of Mr. Pini Ben Elazar to hold office as an external director of the Company for a period of three years effective from December 4, 2025. |
| 4. | To ratify the approval of the election of Dr. Susan Alpert to hold office as an external director of the Company for a period of three years effective from December 4, 2025. |
| 5. | To approve the grant of 24,826 options to Mr. Pini Ben Elazar, subject to and conditioned upon the approval of Proposal 3. |
| 6. | To approve the grant of 24,826 options to Dr. Susan Alpert, subject to and conditioned upon the approval of Proposal 4. |
| 7. | To approve the grant of 24,826 options to Mr. Jeff Dykan, a serving director of the Company. |
| 8. | To approve the grant of 24,826 options to Mr. Keith Valentine, a serving director of the Company. |
| 9. | To approve the grant of 24,826 options to Mr. Efraim Cohen-Arazi, a serving director of the Company, subject to and conditioned upon the approval of Proposal 2. |
| 10. | To approve a top-up grant of 8,313 options to Mr. Pini Ben-Elazar. |
| 11. | To approve the issuance of warrants to purchase 31,250 ordinary shares to Dr. Ehud Geller. |
| 12. | To approve the issuance of warrants to purchase 12,500 ordinary shares to Mr. Jeff Dykan. |
| 13. | To approve the adoption of the Company's Compensation Policy, in accordance with the requirements of the Israeli Companies Law 5759-1999. |
| 14. | To approve the re-appointment of Deloitte Israel & Co., Certified Public Accountants (Isr.) (the " Auditors "), as the Company's independent registered public accounting firm for the year ending December 31, 2026, and to authorize the Board of Directors, upon the recommendation of the Company's audit committee, to determine the Auditors' remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year. |
| 15. | To review and discuss our financial statements for the year ended December 31, 2025, and to transact such other business as may properly come before the Meeting |
We currently are unaware of any other matters that
may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote
according to their own judgment on those matters.
Board Recommendation
Our Board of Directors unanimously
recommends that you vote "FOR" all items.
Only the holders of record
of ordinary shares ("ordinary shares") of the Company as at the close of business on Tuesday, June 9, 2026 (the "Record
Date") shall be entitled to receive notice of and attend the Meeting and any adjournment thereof. You are also entitled to notice
of the Meeting and to vote at the Meeting if you held ordinary shares through a bank, broker or other nominee that is one of our shareholders
of record at the close of business on Tuesday, June 9, 2026, or which appeared in the participant listing of a securities depository on
A quorum shall be the presence
of at least two (2) shareholders who hold at least twenty five percent (25%) of the voting rights (including through a proxy or voting
instrument) within one half hour from the time the meeting was designated to start. If within half an hour from the time designated for
the Meeting a quorum is not present, the Meeting will stand adjourned to the same day in the following week, at the same time and place.
If a quorum is not present at the adjourned meeting within half hour from the time designated for its start, the meeting shall take place
with any number of participants. This notice will serve as notice of such reconvened meeting if no quorum is present at the original date
and time and no further notice of the reconvened meeting will be given to shareholders.
On all matters considered
at the Meeting, abstentions and broker non-votes will not be treated as either a vote "for" or "against" the matter,
although they will be counted to determine if a quorum is present. Broker non-votes occur when brokers that hold their customers'
shares in street name sign and submit proxies for such shares and vote such shares on some matters but not on others. This occurs
when brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted
to vote on "routine" matters, but not on non-routine matters.
Unsigned or unreturned proxies,
including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting purposes.
Voting Required for Approval of the Proposals
Each ordinary share issued and outstanding as of the close of business
on the Record Date is entitled to one vote at the Meeting. As of the close of business on Tuesday, May 26, 2026, 5,179,378 ordinary shares
were issued and outstanding.
Proposals 1, 2, 7, 8,
9, 10, 11, 12 and 14 to be presented at the Meeting require the affirmative vote of holders of at least a majority of the voting power
represented and voting on such proposal in person or by proxy on the matter presented for passage.
The approval of Proposal
3, 4, 5, 6, and 13 is subject to the affirmative vote of the holders of a majority of the voting power represented and voting on such
proposal in person or by proxy. In addition, the shareholders' approval must either include at least a majority of the ordinary
shares voted by shareholders who are not controlling shareholders nor are they shareholders who have a personal interest in the approval
of the proposal (excluding a personal interest that is not related to a relationship with the controlling shareholders), or the total
ordinary shares of non-controlling shareholders and non-interested shareholders voted against the proposal must not represent more than
2% of the outstanding ordinary shares.
Under the Companies Law, in
general, you will be deemed to be a controlling shareholder if you have the power to direct our activities, otherwise than by reason of
being a director or other office holder of ours, if you hold 50% or more of the voting rights in our Company or have the right to appoint
the majority of the directors of the Company or its chief executive officer, and you are deemed to have a personal interest if any member
of your immediate family or their spouse has a personal interest in the adoption of the proposal. In addition, you are deemed to have
a personal interest if a company, other than Regentis Biomaterials Ltd, that is affiliated to you has a personal interest in the adoption
of the proposal. Such company is a company in which you or a member of your immediate family serves as a director or chief executive officer,
has the right to appoint a director or the chief executive officer, or owns 5% or more of the outstanding shares. However, you are not
deemed to have a personal interest int he adoption of the proposal if your interest in such proposal arises solely from your ownership
of our shares, or to a matter that is not related to a relationship with a controlling shareholder.
According to the Companies
Regulations (exemptions for companies whose securities are listed for trading on a stock exchange outside of Israel) 5760-2000 (the "Exemption
Regulations for Companies Listed Abroad"), by signing and submitting the attached Proxy Card, you as a shareholder declare and approve
that you have no personal interest in the adoption of Proposal 8, except if you notified the Company of such in writing. If you believe
that you have a personal interest in Proposal 8, and you wish to inform the Company of such personal interest, you should submit such
information in advance of voting to the Company at its registered offices at Regentis Biomaterials Ltd., 60 Medinat Hayehudim, Herzliya,
Israel 4676652, to the attention of the Chief Financial Officer.
If you provide specific instructions
(mark boxes) with regard to the proposal, your shares will be voted as you instruct. If you sign and return your proxy card or voting
instruction form without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of
Directors. The proxy holders will vote in their discretion on any other matters that properly come before the meeting.
If you are a shareholder of
record and do not return your proxy card, your shares will not be voted. If you hold shares beneficially in a street name, your shares
will also not be voted at the meeting if you do not return your proxy card or voting instruction card to instruct your broker how to vote.
This will be true even for a routine matter, as your broker will not be permitted to vote your shares in their discretion on any proposal
at the meeting. For the proposal, a broker may only vote in accordance with instructions from a beneficial owner of shares.
Voting by Holders of Ordinary Shares
Ordinary shares that are properly
voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the Meeting in accordance
with the directions given. If no specific instructions are given in such proxy cards, the proxy holder will vote in favor of the item(s)
set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly
come before the Meeting, or at any adjournment thereof. Where any holder of ordinary shares affirmatively abstains from voting on any