RadView Software Ltd. Notice of Postponed Annual General Meeting With an Amended Agenda

Rhea-AI Summary

RadView Software Ltd. (OTCMKTS:RDVWF) has postponed its Annual General Meeting of Shareholders from April 13, 2022, to May 18, 2022, at 16:00 (Israel time). The new record date for the meeting is April 11, 2022. Shareholders will receive a new proxy statement and proxy card. The agenda includes re-electing board members, setting compensation for directors, approving a Convertible Loan Agreement, and a reverse stock split at a 1,000:1 ratio. The company will also present its Consolidated Financial Statements for the fiscal year ending December 31, 2019.

Positive

• The re-election of board members and the election of a new external director may strengthen governance.
• Approval of the Convertible Loan Agreement indicates continued support from major stakeholders.

Negative

• The proposed reverse stock split at a ratio of 1,000:1 could dilute existing shareholders' value.

ROSH HA'AIN, Israel, April 05, 2022 (GLOBE NEWSWIRE) -- RadView Software Ltd. (OTCMKTS:RDVWF) today announced that its Annual General Meeting of Shareholders, which was planned to be held on April 13, 2022, is postponed to May 18, 2022 at 16:00 (Israel time) at the offices of the Company, 13 Ha’Amal Street, Park Afek, Rosh Ha’Ain, Israel. The new record date for the meeting shall be April 11, 2022.

The Company shall mail to the shareholders a new proxy statement and proxy card.

The amended agenda of the meeting is as follows:

1. To re-elect Mr. Shai Beilis, Mr. Avi Fried,  Mr. Ori Gal and Mr. Assaf Katan and to elect Mr. Guy Offer to the Company’s Board of Directors, to serve until the next annual general meeting of shareholders and until their successors have been duly elected and qualified;
   
   
2. To elect Ms. Tamar Naor as an external director, to hold office for 3 years, commencing from the date of her election;
   
   
3. To set the compensation of the External Directors;
   
   
4. To set the compensation of Mr. Guy Offer, the CEO;
   
   
5. To set the compensation of Mr. Assaf Katan, a director of the Company;
   
   
6. To set the compensation of Mr. Ori Gal, a director of the Company;
   
   
7. To approve the renewal of the Company’s directors’ and officers’ liability insurance policy and the Company’s indemnification and exemption of directors and officers;
   
   
8. To approve the Convertible Loan Agreement of October, 2021 with the Company’s controlling shareholder, Formula Ventures (Holdings) Ltd, and other certain lenders, as amended;
   
   
9. To reapprove the Compensation Policy of the Company;
   
   
10. To approve a reverse split of the Company’s ordinary shares at a ratio of 1,000:1, and to effect the corresponding amendments to the Company’s Memorandum of Association and Articles of Association;
    
    
11. To reappoint Kost, Forer, Gabbay, and Kasierer, a member of Ernst & Young International Ltd., as the Company’s Independent Auditors, for the fiscal years ending December 31, 2021 and December 31, 2022 and for such additional period until the next annual general meeting of shareholders;
    
    
12. To review the Auditor’s Report and the Company’s Consolidated Financial Statements for the fiscal years ended December 31, 2019.
    
    

Proposals No. 1, 3, 5, 6 and 11 are ordinary resolutions, which require the affirmative vote of a majority of the shares. Proposals 2, 4 and 7-10 are special resolutions, which have other majority requirements, as more fully described in the proxy statement.

The presentation to the shareholders of the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2019 described in Proposal 12 does not involve a vote of the Company’s shareholders.

The Board recommends the approval of each of these proposals.

The presence, in person or by proxy, of at least two shareholders holding at least 33⅓% of the voting rights, will constitute a quorum at the meeting. If within one-half of an hour from the time appointed for the meeting a quorum is not present, the Meeting will be adjourned to the same day in the next week, at the same time and place.

Additional Information and Where to Find It

In connection with the meeting, RadView will send to its shareholders as of the record date a proxy statement describing the various matters to be voted upon at the meeting, along with a proxy card enabling them to indicate their vote on each matter.  Copies of the resolutions to be adopted at the meeting, and the Company’s Consolidated Financial Statements for the year ended December 31, 2019 will be available to any shareholder entitled to vote at the meeting, at the Company’s offices during regular business hours or upon written request, submitted to the Company. You can contact the Company by phone at (972) 3 915-7060, by facsimile at (972) at (972) 3 915-7745, or by email, at Orlyb@radview.com.   

About RadView
RadView helps companies perfect their web and mobile applications with the most reliable and flexible performance engineering platform available, for more than 25 years. We address the performance requirements of such applications throughout their product life-cycle, from initial design through development, deployment, and ongoing changes and upgrades.  

Visit www.radview.com or call 1-888-RADVIEW.

 

FAQ

Why was the RadView Software AGM postponed to May 18, 2022?

The Annual General Meeting of RadView Software was postponed to accommodate shareholders, with the new date set for May 18, 2022.

What is the new record date for the RadView AGM?

The new record date for the RadView AGM is April 11, 2022.

What major proposals will be voted on at the RadView AGM?

Proposals include the re-election of directors, setting compensation for directors, approving a Convertible Loan Agreement, and a reverse stock split.

What is the ratio for the proposed reverse stock split by RadView Software?

The proposed reverse stock split by RadView Software is at a ratio of 1,000:1.

When will RadView Software present its financial statements?

RadView Software will present its Consolidated Financial Statements for the fiscal year ending December 31, 2019, at the AGM.