Full Press Release Details
THERAPIX BIOSCIENCES LTD.
SPECIAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Special
General Meeting of the shareholders (the "Meeting") of Therapix Biosciences Ltd. (the "Company")
will be held at the offices of Meitar Law Offices, 16 Abba Hillel Silver Rd., Ramat Gan 5250608, Israel, on Thursday, September
10, 2020 at 9:00 a.m. (Eastern Time) / 4:00 p.m. (Israel time).
The Meeting is being called for the following purposes:
The Board of Directors of the Company
(the "Board") recommends that you vote FOR the Proposals, which are described in the attached Proxy Statement.
The Company currently is 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.
Shareholders of record at the close of
trading on Monday, August 24, 2020 (the "Record Date"), are entitled to notice of and to vote at the Meeting,
either in person or by appointing a proxy to vote in their stead at the Meeting (as detailed below).
The approval of each of Proposals to be
presented at the Meeting requires the affirmative vote of holders of at least a majority of the Ordinary Shares voted in person
or presented by proxy at the Meeting.
A form of proxy for use at the Meeting
is attached to the Proxy Statement, and a voting instruction form, together with a return envelope, will be sent to holders of
American Depositary Shares representing the Company's Ordinary Shares ("ADS"). By appointing "proxies",
shareholders and ADS holders may vote at the Meeting whether or not they attend. Holders of Ordinary Shares must submit their proxies
to Mr. Oz Adler, Chief Financial Officer, at oz@therapixbio.com, if a properly executed proxy in the attached form is received by the Company at least four hours
prior to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the form. ADS holders
should return their voting instruction form by the date set forth therein. Subject to applicable law, in the absence of instructions,
the Ordinary Shares represented by properly executed and received proxies will be voted "FOR" the proposed resolutions
to be presented at the Meeting for which the Board recommends a vote "FOR." Shareholders and ADS holders may revoke
their proxies or voting instruction form (as applicable) at any time before the deadline for receipt of proxies or voting instruction
form (as applicable) by filing with the Company (in the case of holders of Ordinary Shares) or with the Bank of New York Mellon
(in the case of holders of ADSs) a written notice of revocation or duly executed proxy or voting instruction form (as applicable)
bearing a later date.
Shareholders registered in the Company's
shareholders' register in Israel, and beneficial owners who hold their shares through members of the Tel Aviv Stock Exchange
("TASE") may also (i) vote their shares in person at the Meeting by presenting a certificate of ownership signed
by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership of Shares for Voting at General
Meeting), 5760-2000 as proof of ownership of the shares on the Record Date, or (ii) send such certificate along with a duly executed
proxy and including a copy of their identity card, passport or certification of incorporation, as the case may be, to Mr. Oz Adler,
Chief Financial Officer, at oz@therapixbio.com, not less than 48 hours prior to the Meeting. In addition, shareholders of record
(other than the Bank of New York Mellon) can surrender their shares with the Bank of New York Mellon in order to convert such shares
to ADSs and vote as a holder of ADSs with the Bank of New York Mellon, provided such shareholders of record complete such conversion
and registration of said shares to ADSs with the Bank of New York Mellon prior to the Record Date.
ADS holders should return their proxies by the date set forth
on their form of proxy.
The Company's management will ensure that
the guidelines and instructions of the Israeli government, the Ministry of Health and local authorities are strictly implemented
during the Meeting, including with regard to gatherings and social spacing. Shareholders who wish to participate in person or through
a designated representative on their behalf are asked to follow the instructions of the Israeli authorities regarding the Covid-19
| /s/ Amitay Weiss | |
| Amitay Weiss | |
| Chief Executive Officer and Director |
THERAPIX BIOSCIENCES LTD.
SPECIAL GENERAL MEETING OF SHAREHOLDERS
The enclosed proxy is being solicited by
the board of directors (the "Board") of Therapix Biosciences Ltd. (the "Company") for use
at the Company's Special General Meeting of shareholders of the Company (the "Meeting") to be held on
Thursday, September 10, 2020 at 9:00 a.m. (Eastern Time) / 4:00 p.m. (Israel time), or at any adjournment thereof, at the offices
of Meitar Law Offices, 16 Abba Hillel Silver Rd., Ramat Gan 5250608. Upon the receipt of a properly executed proxy in the form
enclosed, the persons named as proxies therein will vote the ordinary shares, par value NIS 0.10 each, of the Company (the "Ordinary
Shares") covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of
such directions, and except as otherwise mentioned in this proxy statement, the Ordinary Shares represented thereby will be voted
in favor of the proposal described in this proxy statement
The record date for determining which of
the Company's shareholders is entitled to notice of, and to vote at, the Meeting is established as of the close of trading
on Monday, August 24, 2020 (the "Record Date").
INFORMATION CONCERNING VOTING
At least five shareholders who attend the
Meeting in person or by proxy who hold or represent together at least 40% of the voting rights of the Company's issued share
capital shall constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not
present, the adjourned meeting shall be held one week later, Thursday, September 17, 2020 at 9:00 a.m. (Eastern Time) / 4:00 p.m.
(Israel time). If a quorum is not present at the adjourned meeting within half an hour from the time appointed for such meeting,
any number of shareholders present personally or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve
in respect of the matter for which the Meeting was convened.
You are entitled to vote at the Meeting
if you were a shareholder at the close of trading 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 trading on the Record Date or which appeared in the participant listing of a securities depository
Expenses and Solicitation
The Board is soliciting proxies for use
at the Meeting. The Company expects to mail this Proxy Statement and the accompanying proxies to ADR holders on or about September
1, 2020. In addition to solicitation of proxies to ADR holders by mail, certain officers, directors, employees and agents of the
Company, none of whom shall receive additional compensation therefor, may solicit proxies by telephone or other personal contact.
The Company shall bear the cost of the solicitation of the proxies, including postage, printing and handling and shall reimburse
the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Ordinary Shares or holders
of American Depositary Shares ("ADS").
In accordance with the Companies Law and
regulations promulgated thereunder, any shareholder of the Company holding at least one percent of the outstanding voting rights
of the Company for the meeting may submit to the Company a proposed additional agenda item for the meeting, to Mr. Oz Adler, Chief
Financial Officer, e-mail address: oz@therapixbio.com, no later than Thursday, August 27, 2020. 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 Friday, August 28, 2020, which will be furnished
to the Commission on Form 6-K, and will be made available to the public on the Commission's website at www.sec.gov.
Required Vote and Voting Procedures
Pursuant to the Israeli Companies Law, 5799-1999, each of the
Proposals described hereinafter requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and
holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders
with respect to such proposals.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR"
EACH OF THE PROPOSALS.
APPROVAL OF AMENDMENTS TO THE AMENDED
AND RESTED ARTICLES OF ASSOCIATION OF THE COMPANY
Following a review carried by the Board
of certain of our charter documents, at the Meeting, shareholders will be requested to approve certain amendments of the Company's