Full Press Release Details
THERAPIX BIOSCIENCES
2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual and a Special General
Meeting of the shareholders (the "Meeting")
of Therapix Biosciences Ltd. (the "Company")
will be held at the offices of the Company at 4 Ariel Sharon
Street, HaShahar Tower, 16th
Floor, Tel-Aviv 5320047, Israel, on October 25, 2017 at 08.00 a.m.
(Eastern Standard Time)/3:00 p.m. (Israel time) for the following
re-elect the following currently serving directors to the Board of
Directors, each to serve until the next Annual General Meeting of
shareholders: Dr. Ascher Shmulewitz (Chairman), Amit Berger, Dr.
Yafit Stark, Zohar Heiblum, Stephen M. Simes, Mark E. Groussman and
Eric So. The voting on this proposal shall be conducted in respect
of each director nominee separately.
reappoint Kost Forer Gabbay & Kasierer, Certified Public
Accountants (Isr.), a member firm of EY Global, as the
Company's independent registered public accounting firm for
the year ending December 31, 2017 and to authorize the Audit
Committee of the Board of Directors to fix the compensation of said
auditors in accordance with the scope and nature of their
approve in accordance with the Israeli Companies Law, 5759-1999
Law"), the appointment of the Chairman of the Board of
Directors, Dr. Ascher Shmulewitz, as Interim Chief Executive
Officer, for no additional consideration for his role as Interim
Chief Executive Officer.
approve the execution, delivery and performance by the Company of
the Second Amendment of the Company's License Agreement with
Dekel Pharmaceuticals Ltd., as amended, pursuant to the form of
agreement attached as
Annex A to the Proxy Statement, providing for the
replacement of all rights to receive royalties, sublicense fees or
milestone payments with the right to receive 19,000,000 Ordinary
Shares of the Company (equivalent to 475,000 American Depositary
subject to meeting all conditions precedent, as further described
in the Proxy Statement.
approve an Amended Compensation Policy for Office holders in the
Annex B to the Proxy Statement.
With respect to the Board of Directors, to approve:
that each of the serving Directors shall, as of October 1, 2017, be
compensated total annual Director's fees (or any part
thereof, on a prorated basis) of NIS 120,000, which shall be paid
on a quarterly basis; and
that each of the Directors (whose names are further described),
shall be entitled, during and for their office as directors, in
addition to customary Director and Officer Insurance, to
Indemnification and Exculpation, as further described in the Proxy
retroactive, one-time cash payment for past services in connection
with the Company's U.S. Initial Public Offering and listing
on Nasdaq, to Mr. Stephen Simes and in connection with previous
financings rounds to Mr. Abraham Meizler (both directors of the
Company) in the amount of $25,000 each.
approve the grant of options to purchase 750,000 Ordinary Shares
(equivalent to 18,750 ADSs) to each of the Directors named in
Proposal 1 (except for Dr. Shmulewitz, who shall be granted a
different number of options) and options to purchase 200,000
Ordinary Shares (equivalent to 5,000 ADSs) to two former Directors,
as further described in the Proxy Statement. The voting on this
proposal shall be conducted in respect of each director's
With respect to the compensation of Ascher Shmulewitz, as the
Executive Chairman, and under this capacity alone, to approve:
general terms of Dr. Shmulewitz's increased compensation and
other related terms as a full-time Executive Chairman of the
Company commencing retroactively as of July 1, 2017, as further
described in the Proxy Statement; and
grant of options to purchase 7,150,000 Ordinary Shares (equivalent
to 178,750 ADSs) to Dr. Shmulewitz, as further described in the
With respect to the compensation of Josh Blacher, the
Company's Chief Financial Officer, to approve the following
general terms of Mr. Blacher's compensation and other related
terms as full-time Chief Financial Officer of the Company,
commencing retroactively as of April 12, 2017, as further described
in the Proxy Statement; and
grant of options to purchase 1,900,000 Ordinary Shares (equivalent
to 47,500 ADSs) to Mr. Blacher, as further described in the Proxy
To review the Company's Annual Report and financial
statements for the year ended December 31, 2016, and to transact
such other business as may properly come before the Meeting.
Shareholders of record at the close of business on September 25,
Date") are entitled to notice of and to vote at the
Meeting. All shareholders are cordially invited to attend the
Whether or not you plan to attend the Meeting, 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. on October 24,
2017 to be validly included in the tally of Ordinary Shares voted
at the Meeting; a proxy from the holder of the Company's
American Depositary Shares must be received by The Bank of New York
Mellon as Depositary no later than 12:00 p.m. EDT on October 18,
2017 to be validly included in the tally of votes for 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
Beneficial 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