BIONDVAX PHARMACEUTICALS LTD.

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

Jerusalem, Israel

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on August 24, 2023

The Annual General Meeting of Shareholders of BiondVax Pharmaceuticals Ltd. (the “Company”) will be held at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Tel Aviv, Israel on August 24, 2023, at 4:00 p.m. Israel time, or at any adjournments thereof (the “Meeting”) for the following purposes:

1. To approve the re-election of Professor Avner Rotman to the board of directors, to serve until the third annual meeting after the Meeting.

2. To approve the re-election of Samuel Moed to the board of directors, to serve until the third annual meeting after the Meeting.

3. To approve a change of the Company’s name to “Scinai Immunotherapeutics Ltd.” or such other name that contains the word “Scinai” as the management of the Company shall determine and as shall be approved by the Israel Registrar of Companies and to amend the Company’s Articles of Association accordingly.

4. To approve an amendment to the Company’s Articles of Association to provide that the Company is required to appoint external directors under the Israel Companies Law, 5759-1999 (“Companies Law”) only to the extent required by the Companies Law and the regulations thereunder. 

5. To approve amendments to the annual cash compensation paid to our independent directors.

6. To approve the cancellation of options to purchase ADSs previously granted to our non-executive directors and the grant to our non-executive directors replacement options to purchase ADSs.

7. To approve a new grant of options to purchase ADSs to our non-executive directors.

8. To approve a grant of 78,125 restricted share units to Amir Reichman, Chief Executive Officer of the Company, as Mr. Reichman’s long-term incentive grant award for 2022.

9. To approve a cash bonus for 2022 for Mark Germain, Chairman of the Board of Directors.

10. To approve amendments to the Company’s Compensation Policy for Executive Officers and Directors.

11.  To approve and ratify the appointment of Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s auditors, as the Company’s auditors for the year 2023 and for an additional period until the next annual meeting.

In addition, shareholders at the Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year ended December 31, 2022.

The Company is currently 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.

Only holders of record of ordinary shares, no par value (the “Ordinary Shares”), and holders of record of ADSs, evidenced by American Depositary Receipts issued by The Bank of New York Mellon, at the close of business on July 10, 2023 (the “Record Date”), shall be entitled to receive notice of and to vote at the Meeting.

The Board of Directors recommends that you vote “FOR” each of the proposals, as specified in the form of proxy to be provided separately.

Whether or not you plan to attend the Meeting, it is important that your Ordinary Shares or ADSs be represented. Accordingly, you are kindly requested to (i) vote online or (ii) complete, date, sign and mail the proxy to be provided separately at your earliest convenience. Execution of a proxy will not in any way affect a shareholder’s right to attend the Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

ADS holders should return their proxies by the date set forth on their form of proxy.

 This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company’s registered office on Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, Tel: +972-(8)-930-2529, Sunday through Thursday between 10:00-15:00, and also will be made available to the public on the Company’s website http://www.biondvax.com, and the SEC’s website at http://www.sec.gov.

By Order of the Board of Directors,

Mark Germain Chairman of the Board of Directors

Jerusalem, Israel

July 5, 2023

Click to download notice, proxy statement, and proxy card

Amir Reichman will present at the BIO CEO & Investor Conference. The conference is taking place Feb. 6-9, 2023, in New York.

Reichman’s presentation will focus on recent successful preclinical in vivo results of BiondVax’s innovative inhaled COVID-19 treatment and additional pipeline plans, including nanosized VHH-antibodies (NanoAbs) for the treatment of autoimmune diseases, such as psoriasis, asthma, psoriatic arthritis and macular degeneration. BiondVax’s de-risked R&D strategy includes generating a pipeline of biobetter NanoAbs aimed at molecular targets validated by currently approved monoclonal antibodies (mAbs) addressing diseases with underserved medical needs and attractive commercial opportunities.

Details of BiondVax’s presentation are as follows:

• Date: Monday, Feb. 6, 2023

• Time: 4:15 p.m. (ET)

• Location: Winter Garden Room, New York Marriott Marquis

Reichman and Mark Germain, BiondVax’s chairman of the board, will be available to meet potential partners, collaborators, and investors. Parties registered for the conference are encouraged to schedule one-to-one appointments via the Biotechnology Innovation Organization (BIO) partnering platform at https://www.partnering.bio.org/ceo2023. Alternatively, parties interested in meeting with Reichman and Germain may contact the Company directly at the contact information below.

About BiondVax: BiondVax Pharmaceuticals Ltd. (Nasdaq: BVXV) is a biopharmaceutical company focused on developing, manufacturing, and commercializing innovative immunotherapeutic products primarily for the treatment of infectious and autoimmune diseases. Since its inception, BiondVax has executed eight clinical trials including a seven-country, 12,400-participant Phase 3 trial of its prior vaccine candidate and has built a state-of-the-art manufacturing facility for biopharmaceutical products. With highly experienced pharmaceutical industry leadership, BiondVax is aiming to develop a pipeline of diversified and commercially viable products and platforms beginning with an innovative nanosized antibody (NanoAb) pipeline. www.biondvax.com.

Contact Details: Joshua E Phillipson | +972 8 930 2529 | j.phillipson@biondvax.com

Mr. Amir Reichman, BiondVax’s CEO, will present at the Biotech Showcase Conference being held January 9-11, 2023. The conference is taking place in San Francisco in parallel to the J.P. Morgan (JPM) 41st Annual Healthcare Conference.

Details of BiondVax’s presentation are as follows:

• Date: Monday, Jan. 9, 2023

• Time: 9:30 a.m. (PT) / 12:30 p.m. (ET)

• Location: Hilton San Francisco Union Square

• Track: Yosemite A, Ballroom Level

The presentation will focus on recent successful preclinical in vivo trial results of BiondVax’s inhaled COVID-19 therapy, and additional pipeline plans including a nanosized VHH-antibody (NanoAb) targeting IL-17 for the treatment of autoimmune diseases such as psoriasis and additional NanoAbs for the treatment of additional autoimmune diseases such as asthma, psoriatic arthritis and macular degeneration. Amir will describe BiondVax’s derisked R&D strategy generating a pipeline of NanoAbs all aimed at molecular targets already validated for efficient clinical results by currently approved monoclonal antibodies (mAbs). Nevertheless, these mAbs underserve needs and certain large populations thereby generating a commercial opportunity for BiondVax’s NanoAbs that present superior characteristics.

Mr. Reichman, along with Mr. Mark Germain, BiondVax’s Chairman of the Board, will be available to meet potential partners, collaborators, and investors. One-to-one appointments may be requested as follows:

• The Biotech Showcase partnering platform: https://informaconnect.com/biotech-showcase/

• Biotechnology Innovation Organization (BIO) partnering platform: https://www.bio.org/events/bio-partnering-jpm

• Alternatively, parties interested in meeting with Mr. Reichman may contact the Company directly at the contact information below.

About BiondVax: BiondVax Pharmaceuticals Ltd. (Nasdaq: BVXV) is a biopharmaceutical company focused on developing, manufacturing, and commercializing innovative immunotherapeutic products primarily for the treatment of infectious and autoimmune diseases. Since its inception, BiondVax has executed eight clinical trials including a seven-country, 12,400-participant Phase 3 trial of its prior vaccine candidate and has built a state-of-the-art manufacturing facility for biopharmaceutical products. With highly experienced pharmaceutical industry leadership, BiondVax is aiming to develop a pipeline of diversified and commercially viable products and platforms beginning with an innovative nanosized antibody (NanoAb) pipeline. www.biondvax.com.

Contact Details: Investor Relations | +972 8 930 2529 | ir@biondvax.com

Copied below is Exhibit No. 99.1 filed with the SEC. For complete information, please refer to the filing at https://www.sec.gov/Archives/edgar/data/1611747/000121390022069169/ea168014-6k_biondvaxpharma.htm

BIONDVAX PHARMACEUTICALS LTD.

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

Jerusalem, Israel

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To Be Held on December 13, 2022

The Extraordinary General Meeting of Shareholders of BiondVax Pharmaceuticals Ltd. (the “Company”) will be held at the offices of Gross & Co., One Azrieli Center, Tel Aviv 6701101, Israel on December 13, 2022 at 4:00 p.m. Israel time, or at any adjournments thereof (the “Meeting”) for the following purposes:

1. To approve the re-election of Ms. Yael Margolin and Mr. Adi Raviv as external directors, to serve for a period of three years, subject to, and in accordance with, the Israeli Companies Law 5759-1999.

2. To approve an amendment to the Company’s Articles of Association to revise the quorum requirements for general meeting of shareholders.

3. To approve an amendment to the Company’s Articles of Association to increase the authorized share capital of the Company.

4. To approve compensation to directors for their service as chairpersons of committees of the Board of Directors.

The Company is currently 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.

Only holders of record of ordinary shares, no par value (the “Ordinary Shares”), and holders of record of ADSs, evidenced by American Depositary Receipts issued by The Bank of New York Mellon, at the close of business on November 9, 2022 (the “Record Date”) shall be entitled to receive notice of and to vote at the Meeting.

The Board of Directors recommends that you vote FOR each of the proposals, as specified on the form of proxy to be provided separately.

Whether or not you plan to attend the Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested to (i) vote online or (ii) complete, date, sign and mail the proxy to be provided separately at your earliest convenience. Execution of a proxy will not in any way affect a shareholder’s right to attend the Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

ADS holders should return their proxies by the date set forth on their form of proxy.

This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company's registered office on Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, Tel: +972-(8)-930-2529, Sunday through Thursday between 10:00-15:00, and also will be made available to the public on the Company's website http://www.biondvax.com, and the SEC’s website at http://www.sec.gov.

By Order of the Board of Directors, Mark Germain Chairman of the Board of Directors

Jerusalem, Israel

November 4, 2022

Dr. Tamar Ben-Yedidia, BiondVax’s Chief Scientific Officer, on Thursday, May 12th at 1:45pm, presented about BiondVax’s development of innovative nanosized antibodies (NanoAbs) that exhibit significant competitive advantages over existing therapies. The NanoAbs are being developed in collaboration with the Max Planck Institute for Multidisciplinary Sciences and University Medical Center Göttingen (UMG), Germany, to address diseases with large unmet medical needs and attractive commercial opportunities such as asthma, psoriasis, psoriatic arthritis, and macular degeneration.

Press release: https://www.biondvax.com/press-releases/biondvax-provides-update-at-biomed-israel-conference-and-announces-significant-progress-in-its-nanosized-antibodies-program

Presentation (PDF): Here

Further information about the conference is available at https://kenes-exhibitions.com/biomed/.  

Amir Reichman, BiondVax’s CEO, will present a company overview at the Aegis Capital Corp. Virtual Conference on February 23rd at 9:30am ET.

The presentation, which will focus on BiondVax’s development of innovative nanosized antibodies (NanoAbs) that exhibit significant competitive advantages over existing therapies, will be available by request to Aegis for the duration of the conference from February 23 through 25, 2022. The slide deck will also be made available on BiondVax’s website at https://www.biondvax.com/investors. Further information about the conference is available at https://www.aegiscapcorp.com/2022-aegis-virtual-conference/.