NeuroDerm Ltd. (NASDAQ:NDRM), a clinical-stage pharmaceutical
company developing drugs for central nervous system (CNS) diseases,
today announced that it will hold an extraordinary general meeting
of shareholders on Thursday, March 2, 2017 for the purposes of
approving certain compensatory matters that require shareholder
approval under the Israeli Companies Law. The agenda items for the
meeting consist of: (i) approval of an option grant and the payment
of increased base salary to NeuroDerm’s Chief Executive Officer,
Dr. Oded Lieberman, (ii) approval of an option grant and the
payment of increased director fees to each of Ms. Alla Felder and
Mr. Jonathan Kalman, independent directors of the Company, and
(iii) approval of an option grant to Mr. Larry Ellberger, an
independent director of the Company. The record date for
shareholders entitled to vote at the meeting is Tuesday, January
31, 2017. Each of the proposals for the shareholders meeting has
been approved by the Compensation Committee of the Company’s Board
of Directors and by the Board.
The Company is currently not aware of any other
matters that will come before the meeting. If any other matters are
presented properly at the meeting, the persons designated as
proxies intend to vote upon such matters in accordance with their
best judgment.
The Company’s board of directors unanimously
recommends that the Company’s shareholders vote “for” each of the
proposals presented at the meeting.
Further Details Concerning the
Extraordinary General Shareholders MeetingThe presence in
person or by proxy of two or more shareholders possessing at least
twenty-five percent (25%) of the Company’s voting power will
constitute a quorum at the shareholders meeting. In the absence of
a quorum within 30 minutes of the scheduled time for the meeting,
the meeting will be adjourned for one week and will be held on
Thursday, March 9, 2017 at the same time and place, unless
otherwise determined by the Chairman of the meeting. At such
adjourned meeting, the presence of at least two shareholders in
person or by proxy (regardless of the voting power possessed by
their shares) will constitute a quorum. Approval of each proposal
at the meeting (or any adjournment thereof) requires the
affirmative vote of a majority of the ordinary shares present (in
person or by proxy) and voting thereon (not including abstentions).
In addition to the foregoing simple majority requirements, under
the Israeli Companies Law, the approval of the option grant to, and
increase in the base salary of, the Company’s Chief Executive
Officer also requires that either:
- the majority voted in favor of the proposal includes a majority
of the ordinary shares held by non-controlling shareholders
who do not have a conflict of interest (referred to as a “personal
interest” under the Israeli Companies Law) in the approval of the
proposal that are voted at the meeting, excluding abstentions;
or
- the total number of ordinary shares held by non-controlling,
non-conflicted shareholders (as described in the previous
bullet-point) voted against approval of the proposal does not
exceed two percent (2%) of the aggregate voting rights in the
Company.
Registered holders who are unable to attend the
meeting in person will be requested to complete, date and sign
their proxy cards and return them promptly in the pre-addressed
envelope that will be provided, so as to be received not later than
11:59 PM EST on March 1, 2017. No postage will be required if a
proxy card is mailed in the United States to the Company’s U.S.
transfer agent, American Stock Transfer & Trust Company.
Shareholders who attend the meeting in person may revoke their
proxies and vote their ordinary shares at the meeting.
Shareholders whose ordinary shares in the Company are held in
“street name” (i.e., through a bank, broker or other nominee) will
be able to either direct the registered record holder of their
shares on how to vote such shares or obtain a legal proxy from the
registered record holder to enable such “street name” holder to
participate in and to vote such shares at the meeting (or to
appoint a proxy to do so). An earlier deadline may apply to receipt
of such “street name” shareholders’ proxy cards.
Additional Information and Where to Find
ItIn connection with the Meeting, NeuroDerm will make
available to its shareholders of record a proxy statement
describing the time and place, and other logistical information
related to the meeting, and the proposals to be voted upon at the
meeting, along with a proxy card enabling them to submit their
votes on those proposals. NeuroDerm is also furnishing copies
of the proxy statement and proxy card to the United States
Securities and Exchange Commission, or the SEC, in a Report of
Foreign Private Issuer on Form 6-K, which may be obtained for free
from the SEC’s website at www.sec.gov and will be available on
the Company’s website at www.neuroderm.com.
The full text of the proposed resolutions for
the meeting, together with the form of proxy card, may also be
viewed beginning on Wednesday, February 8, 2017, at the registered
office of the Company, Ruhrberg Science Building, 3 Pekeris St.,
Rehovot, Israel, from Sunday to Thursday (excluding holidays),
10:00 a.m. to 5:00 p.m. (Israel time). The Company’s
telephone number at its registered office is +972-8-946-2729.
About NeuroDermNeuroDerm is a
clinical-stage pharmaceutical company developing central nervous
system (CNS) product candidates that are designed to overcome major
deficiencies of current treatments and achieve enhanced clinical
efficacy through continuous, controlled administration. The
Company has three product candidates in different stages of
development which offer a solution for almost every Parkinson’s
disease patient from the moderate to the very severe stage of the
disease. The Company has developed a line of levodopa and
carbidopa (LD/CD) product candidates administered through small
belt pumps that deliver a continuous, controlled dose of
LD/CD. The LD/CD product candidate in low dose and high dose
form (ND0612L and ND0612H), are used for the treatment of moderate
and advanced Parkinson’s disease patients, respectively, and are
delivered subcutaneously. In addition, NeuroDerm is developing
ND0701, a novel subcutaneously delivered apomorphine formulation
for patients who suffer from moderate to severe Parkinson’s disease
and who do not respond well to LD/CD. NeuroDerm is
headquartered in the Weizmann Science Park in Rehovot, Israel.
Cautionary Note Regarding
Forward-Looking Statements In addition to historical
information, this press release contains forward-looking
statements, within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended that involve risks and
uncertainties. Such forward-looking statements may include
projections regarding our future performance and may be identified
by words like “anticipate,” “assume,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “future,” “will,” “seek” and
similar terms or phrases. The forward-looking statements contained
in this press release are based on management's current
expectations and projections about future events. There are
important factors that could cause our actual results, levels of
activity, performance or achievements to differ materially from the
results, levels of activity, performance or achievements expressed
or implied by the forward-looking statements. In particular, you
should consider the risks provided under “Risk Factors” in our
annual report on Form 20-F for the year ended December 31, 2015
filed with the Securities and Exchange Commission on March 31,
2016. Any forward-looking statement made by us in this press
release speaks only as of the date hereof. Factors or events that
could cause our actual results to differ may emerge from time to
time, and it is not possible for us to predict all of them. We
undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future
developments or otherwise.
NeuroDerm Contact: Oded S. Lieberman, PhD,
CEO oded@neuroderm.com Tel.: +972-8-946 2729 Cell: +1-617-517
6077
U.S. Investor Contact: David Carey Lazar
Partners Ltd. dcarey@lazarpartners.com +212-867-1762
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