UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of September 2014
Commission File Number 001-33042
ROSETTA GENOMICS LTD.
(Translation of registrant’s name
into English)
|
10 Plaut Street, Science Park |
Rehovot 76706, Israel |
(Address of Principal Executive Offices) |
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F [Ö ] Form
40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Rosetta Genomics Ltd.
A copy of the notice and proxy statement
for the annual general meeting of shareholders of Rosetta Genomics Ltd. to be held on Friday, October 10, 2014 is filed as Exhibit
99.1 hereto and incorporated by reference herein.
Exhibits
Exhibit |
|
|
Number |
|
Description of Exhibit |
99.1 |
|
Notice
and proxy statement relating to the annual general meeting of shareholders of Rosetta Genomics Ltd. to be held on October 10,
2014. |
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
ROSETTA GENOMICS LTD. |
|
|
|
Date: September 2, 2014 |
By: |
/s/ Oded Biran |
|
|
Oded Biran |
|
|
General Counsel and Secretary |
Exhibit 99.1
ROSETTA GENOMICS LTD.
10 Plaut St., Rabin Science Park
Rehovot, 76706
Israel
Phone number +972-73-222-0700
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held On October 10, 2014
Notice
is hereby given that an Annual General Meeting (the “Annual Meeting”) of the shareholders of Rosetta Genomics
Ltd. (the “Company”), an Israeli corporation, will be held at the offices of the Company's subsidiary, Rosetta
Genomics Inc. at 3 Independence Way, Princeton, NJ 08540 on October 10, 2014 at 10:00 am (ET).
The
agenda of the meeting shall be as follows:
| 1. | Approval of the re-election of Mr. Brian A. Markison
to serve as a Class I director of the Company for a 3 year term commencing on the date of his election at the Annual Meeting and
until the Annual General Meeting of the Company’s shareholders to be held in 2017 in accordance with the Company’s
Articles of Association; and |
| 2. | Approval of the re-election of Dr. Yitzhak Peterburg
to serve as a Class I director of the Company for a 3 year term commencing on the date of his election at the Annual Meeting and
until the Annual General Meeting of the Company’s shareholders to be held in 2017 in accordance with the Company’s
Articles of Association; and |
| 3. | Approval of the re-appointment of Kost, Forer, Gabbay
& Kasierer, a member firm of Ernst & Young Global (“KFGK”), as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2014, and until the next Annual Meeting, and to authorize the Audit
committee and the Board of Directors of the Company to determine the remuneration of KFGK in accordance with the volume and nature
of their services; and |
| 4. | Approval of the addition of 900,000 ordinary shares,
nominal (par) value NIS 0.6 each (“Ordinary Shares”), to the shares authorized for issuance under the Company’s
2006 Employee Incentive Plan (Global Share Incentive Plan (2006)) (“GSIP”), so that the total number of Ordinary
Shares authorized for issuance under the GSIP will equal 1,803,739; and |
| 5. | Approval effective as of January 1, 2014, in accordance
with Section 272(c1)(1) of the Israeli Companies, Law, 5759-1999 (the “Companies Law”) of an extension, to
the amendment dated June 3, 2012 of the employment agreement of Mr. Ken Berlin, the Chief Executive Officer of the Company. According
to such amendment, the CEO is entitled to a base salary at the annual rate of $500,000 USD, payable bi-weekly or otherwise in
accordance with the payroll policy of the Company, set to expire at the Company’s 2015 Annual Shareholder Meeting; and |
| 6. | Approval, in accordance with Section 272(c1)(1) of
the Companies, Law, for Mr. Ken Berlin, the Chief Executive Officer of the Company, of a grant of options to purchase up to 100,000
Ordinary Shares of the Company at an exercise price per share equal to the closing price on November 30, 2014, vesting in equal
installments quarterly over a period of four (4) years beginning on November 30, 2014, and such options shall expire seven (7)
years after their date of grant, unless they expire earlier in accordance with the terms of the GSIP and 20,000 Restricted Stock
Units (“RSUs”) vesting in equal installments annually over a period of four (4) years beginning on November
30, 2014. The options and RSUs are granted and otherwise subject to the same terms and conditions as applicable to options and
RSUs granted under the GSIP. |
| 7. | Replacement of Section 38 of the Company’s Articles
of Association with the following: “The Board of Directors of the Company shall consist of not less than two (2) nor more
than seven (7) Directors”; and |
| 8. | To discuss the Consolidated Financial Statements of
the Company for the fiscal year ended December 31, 2013. |
The
approval of each of Items 1 through 4 and 7 requires the affirmative vote of the holders of a majority of the voting power represented
and voting on the matter in person or by proxy.
The
approval of Item 5 and Item 6 requires the affirmative vote of the holders of a majority of the voting power represented and voting
on the matter in person or by proxy, provided that (i) such a majority includes at least a majority of the ordinary shares voted
by shareholders who are not controlling shareholders of the Company nor are they shareholders who have a personal interest in
the approval of the proposal set forth in Item 5 and Item 6; or (ii) the total number of shares of non-controlling shareholders
and non-interested shareholders voted against the proposal in Item 5 must not represent more than two percent (2%) of the total
voting rights in the Company. Abstentions shall not be taken into account in counting the above-referenced shareholder votes.
Under
the Companies Law, in general, a person will be deemed to be a controlling shareholder if the person has the power to direct the
activities of the company, including a shareholder holding 25% or more of the voting rights if no other shareholder owns more
than 50% of the voting rights in the company, but excluding a shareholder whose power derives solely from his or her position
on the board of directors or any other position with the company. If two or more shareholders are interested parties in the same
transaction, their shareholdings are combined for the purposes of calculating percentages. A shareholder holding 50% or more of
the voting rights of the Company is presumed to be a controlling shareholder.
A
shareholder will be deemed to have a personal interest if he or she has personal interest in an act or transaction of the company,
including a personal interest of his or her relative or of a corporate body in which that person or a relative of that person
is a holder of 5% or more of that corporate body’s outstanding shares or voting rights, is a director or general manager,
or in which he or she has the right to appoint at least one director or the general manager. For that matter according to the
Companies Law - “Personal interest” does not apply to a personal interest stemming merely from the fact that the office
holder is also a shareholder in the company. In addition, the term “personal interest” also includes the personal
interest of a person voting under a proxy given by another person, even if such appointing person has no personal interest in
the proposed act or transaction. In addition, the vote of a person voting under a proxy given by a person having a personal interest
in the proposed act or transaction, even if the person voting under the proxy has no personal interest, shall be deemed as a vote
made by a person having a personal interest in the proposed act or transaction. The Companies Law defines a “relative”
as a person’s spouse, sibling, parent, grandparent or descendent, as well as the descendant, sibling or parent of a person’s
spouse, or the spouse of any of the foregoing.
With
regards to the approval of Item 5 and Item 6 in the Proxy Card attached to the proxy statement, you will be asked to indicate
whether or not you are a controlling shareholder of the Company and whether or not you have a personal interest in the proposal
set forth in Item 5 and Item 6. If any shareholder casting a vote in connection hereto does not notify us whether or not it is
a controlling shareholder of the Company or whether or not it has a personal interest in the approval of the proposal set forth
in Item 5 and Item 6, such shareholder's vote with respect to such Item will be disqualified.
Only
Shareholders of record at the close of trading on September 2, 2014 will be entitled to receive notice of, and to vote at, the
Annual Meeting. All shareholders are cordially invited to attend the Annual Meeting in person. Discussion at the Annual Meeting
will be commenced if a quorum is present. Two or more shareholders present, personally or by proxy, who hold or represent together
more than 25% of the voting rights of our issued share capital will constitute a quorum for the Annual Meeting. If within half
an hour from the time scheduled for the Annual Meeting, a quorum is not present, the Annual Meeting shall be adjourned to exactly
one week after the original meeting date at the same time and place. At any such adjourned meeting, any two shareholders who are
present in person or by proxy shall constitute a quorum.
Shareholders
who do not expect to attend the Annual Meeting in person may vote with respect to items 1 through 7 by means of a Proxy Card and
are requested to mark, date and sign the enclosed Proxy Card and return it promptly in the pre-addressed envelope provided. No
postage is required if mailed in the United States. Joint holders of shares should take note that, pursuant to Article 32 of the
Company’s Articles of Association, the vote of the senior holder who tenders a vote, in person or by Proxy Card, will be
accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority will be determined by the
order of registration of the joint holders in the Company’s shareholder register. In order to be counted, a duly executed
Proxy Card must be delivered to the Company’s registered office at 10 Plaut St., Rabin Science Park, Rehovot, 76706, Israel
or to the office of the Company’s transfer agent, American Stock Transfer & Trust Company located at 6201 15th Avenue,
Brooklyn, NY 11219 not less than two (2) hours before the time fixed for the Annual Meeting unless such requirement is
waived by the chairman of the Annual Meeting. Shareholders who attend the Annual Meeting and provide the required information
may revoke their Proxy Cards and vote their shares in person.
According
to the Companies Law, one or more shareholders who hold at least 1% of the voting rights in the General Meeting may request that
the Board of Directors include a subject matter on the agenda of a General Meeting that will be convened in the future, provided
it is suitable for discussion at a General Meeting. Requests to include subject matters to the agenda for the Annual Meeting may
be submitted until seven days after the meeting has been summoned.
According
to Section 7(a)(16) of the Companies Regulations (voting in writing and position notice), 2005 (the “Regulations”),
one or more shareholders holding a percentage of shares constituting 5% or more of the total voting rights in the Company, and
a shareholder holding such percentage of the total voting rights which are not held by a controlling party in the Company, as
defined in Section 268 of the Companies Law, is entitled after the general meeting has been convened, to view the voting ballots
which were received at the Company, as set forth in Regulation 10 of the Regulations, at the registered office of the Company
on Sunday – Thursday during regular business hours.
The
number of shares constituting 5% of the total voting rights in the Company (less treasury shares) is 581,765.7 ordinary shares.
The
complete form of the proposed resolutions and relevant documents may be inspected at the offices of the Company at its above mentioned
address during normal business hours, upon prior coordination with Adv. Yael Rosen, Legal Counsel, at +972-73-222-0700 and on
the Company’s website at www.rosettagenomics.com.
|
By order of the Board of Directors, |
|
/s/ Brian A. Markison |
|
Brian A. Markison |
|
Chairman of the Board |
|
September 2, 2014 |
PROXY STATEMENT
ROSETTA GENOMICS LTD.
10 Plaut St., Rabin Science Park
Rehovot, 76706
Israel
Phone number +972-73-222-0700
ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held On
October 10, 2014
The enclosed proxy is being solicited by
the Board of Directors of Rosetta Genomics Ltd. (the “Board” and the “Company”, respectively)
for use at our Annual General Meeting of Shareholders (the “Annual Meeting”) to be held at the offices of the
Company's subsidiary, Rosetta Genomics Inc. at 3 Independence Way, Princeton, NJ, 08540 on October 10, 2014 at 10:00 am (ET), or
at any postponement or adjournment thereof. The record date for determining shareholders entitled to notice of, and to vote at,
the Annual Meeting has been established as of the close of trading on September 2, 2014.
As of August 28, 2014, we had outstanding
11,638,571 of our ordinary shares, nominal (par) value NIS 0.6 each (“Ordinary Shares”), each of which is entitled
to one vote on each matter to be voted at the Annual Meeting1.
The votes of all shareholders voting on a matter are counted and abstentions are not taken into account (other than for quorum
purposes).
We expect to solicit proxies by mail and
to mail this proxy statement to shareholders on or about September 5, 2014. We will bear the cost of the preparation and mailing
of these proxy materials and the solicitation of proxies. We will, upon request, reimburse banks, brokerage houses, other institutions,
nominees, and fiduciaries for their reasonable expenses in forwarding solicitation materials to beneficial owners. As of September
2, 2014, these proxy materials have also been filed with the U.S. Securities and Exchange Commission (the “SEC”)
as an exhibit to a Report on a Form 6-K and are available on the Company’s website www.rosettagenomics.com.
In order to be counted, a duly executed proxy must be delivered to the Company’s registered office at 10 Plaut St.,
Rabin Science Park, Rehovot, 76706, Israel or to the office of the Company’s transfer agent, American Stock Transfer &
Trust Company located at 6201 15th Ave, Brooklyn, NY 11219, not less than two (2) hours before the time fixed for the Annual Meeting
unless such requirement is waived by the chairman of the Annual Meeting.
Upon the receipt of a properly executed
proxy in the form enclosed, the persons named as proxies therein will vote the Ordinary Shares covered thereby in accordance with
the instructions of the shareholder executing the proxy. With respect to each proposal set forth in the accompanying Notice of
Annual Meeting of Shareholders (the “Notice of Meeting”), a shareholder may vote in favor of or against the
proposal or may abstain from voting on the proposal. Shareholders should specify their choice on the accompanying proxy.
Any shareholder returning the accompanying
proxy may revoke such proxy at any time prior to its exercise by: (i) giving written notice to us of such revocation; (ii) voting
in person at the Annual Meeting or requesting the return of the proxy at the Annual Meeting; or (iii) executing and delivering
to us a later-dated proxy.
Discussion at the Annual Meeting will be
commenced if a quorum is present. Two or more shareholders present, personally or by proxy, who hold or represent together more
than 25% of the voting rights of our issued share capital will constitute a quorum for the Annual Meeting. If within half an hour
from the time scheduled for the Annual Meeting a quorum is not present, the Annual Meeting shall be adjourned to October 17,
2014 at the same time and place. At any such adjourned meeting, any two shareholders who are present in person or by proxy shall
constitute a quorum. Shares subject to broker non-votes and abstentions are counted for purposes of determining whether a quorum
is present but will have no effect on whether the requisite vote is obtained for all matters placed before shareholders for their
vote, as with regard to any applicable matter broker non-votes and abstentions are not counted as being present or as having been
voted.
Items 1 through 4 and 7 to be presented
at the Annual Meeting require the affirmative vote of shareholders present in person or by proxy and holding Ordinary
Shares amounting in the aggregate to at least a majority of the votes actually cast with respect to the proposal. Item 5 and Item
6 to be presented at the Annual Meeting each requires the vote of the holders of a majority of the voting power represented and
voting on the matter in person or by proxy, provided that (i) such a majority includes at least a majority of the ordinary shares
voted by shareholders who are not controlling shareholders of the Company nor are they shareholders who have a personal interest
in the approval of the proposal set forth in Item 5 and Item 6; or (ii) the total number of shares of non-controlling shareholders
and non-interested shareholders voted against the proposal in Item 5 must not represent more than two percent (2%) of the total
voting rights in the Company. Abstentions shall not be taken into account in counting the above-referenced shareholder votes.
______________________________
| 1 | This does not include 3,257 Ordinary Shares held as treasury
shares under Israeli law, all of which were repurchased by the Company. For so long as such treasury shares are owned by the Company,
they have no rights and, accordingly, are neither eligible to participate in or receive any future dividends which may be paid
to shareholders of the Company nor are they entitled to participate in, be voted at or be counted as part of the quorum for, any
meeting of shareholders of the Company. |
Under the Companies Law, in general, a
person will be deemed to be a controlling shareholder if the person has the power to direct the activities of the company, including
a shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company,
but excluding a shareholder whose power derives solely from his or her position on the board of directors or any other position
with the company. If two or more shareholders are interested parties in the same transaction, their shareholdings are combined
for the purposes of calculating percentages. A shareholder holding 50% or more of the voting rights of the Company is presumed
to be a controlling shareholder.
A shareholder will be deemed to have a
personal interest if he or she has personal interest in an act or transaction of the company, including a personal interest of
his or her relative or of a corporate body in which that person or a relative of that person is a holder of 5% or more of that
corporate body’s outstanding shares or voting rights, is a director or general manager, or in which he or she has the right
to appoint at least one director or the general manager. For that matter according to the Companies Law - “Personal interest”
does not apply to a personal interest stemming merely from the fact that the office holder is also a shareholder in the company.
In addition, the term “personal interest” also includes the personal interest of a person voting under a proxy given
by another person, even if such appointing person has no personal interest in the proposed act or transaction. In addition, the
vote of a person voting under a proxy given by a person having a personal interest in the proposed act or transaction, even if
the person voting under the proxy has no personal interest, shall be deemed as a vote made by a person having a personal interest
in the proposed act or transaction. The Companies Law defines a “relative” as a person’s spouse, sibling, parent,
grandparent or descendent, as well as the descendant, sibling or parent of a person’s spouse, or the spouse of any of the
foregoing.
With regards to the approval of Item
5 and Item 6 in the Proxy Card attached to the proxy statement, you will be asked to indicate whether or not you are a
controlling shareholder of the Company and whether or not you have a personal interest in the proposal set forth in Item 5
and Item 6. If any shareholder casting a vote in connection hereto does not notify us whether or not it is a controlling
shareholder of the Company or whether or not it has a personal interest in the approval of the proposal set forth in Item 5
and Item 6, such shareholder's vote with respect to such Item will be disqualified.
The Company is not currently aware of any
controlling shareholders as such term is defined for purposes of the Israel Companies Law.
MATTERS RELATING
TO THE ANNUAL GENERAL MEETING
At the Annual Meeting, the shareholders
will be asked to vote on the following proposals:
PROPOSAL ONE — RE-ELECTION
OF MR. BRIAN MARKISON
Background
Our Articles of Association (the “Articles”)
provide that the minimum number of members of the Board is two and the maximum number is eleven2.
Our Board is presently comprised of seven members, two of whom are “external directors” appointed under the Companies
Law. Our Board (other than the external directors) is divided into three different classes, Class I Directors, Class II Directors
and Class III Directors, with one class being elected each year at the Company’s annual general meeting for a term of approximately
three years.
Our directors (except for the external
directors) are divided among the classes as follows:
| • | Class I directors are: Mr. Brian A.
Markison and Dr. Yitzhak Peterburg. Their term expires at this annual general meeting of shareholders. |
| • | Class II directors are: Dr. David Sidransky
and Dr. Joshua Rosensweig. Their term expires at the annual general meeting of shareholders to be held in 2015. |
| • | Class III director is: Roy N. Davis.
His term expires at the annual general meeting of shareholders to be held in 2016. |
In addition, our two external directors, Mr. Gerald Dogon and
Ms. Tali Yaron-Eldar, were initially elected by our shareholders on May 30, 2007, were then re-elected on July 14, 2010 and August
5, 2013 for three-year terms, the last of which expires on August 4, 2016.
______________________________
| 2 | Please see Item 7 on this Proxy Statement. |
Given the end of the term of Mr. Brian
A. Markison, we are proposing that the shareholders re-elect Mr. Brian A. Markison as a director for an additional term of three
years. If re-elected at this Annual Meeting, Mr. Brian A. Markison will serve until the annual general meeting of the Company’s
shareholders to be held in 2017 or until his office is vacated in accordance with the Articles and the Companies Law.
The Companies
Law requires that a person will not be elected and will not serve as a director in a public company if he or she does not have
the required qualifications and the ability to dedicate an appropriate amount of time to the performance of his or her duties as
director of the company, taking into consideration, among other factors, the special needs and size of the company. A general shareholders’
meeting of a public company, at which the election of a director is to be considered, will not be convened unless the nominee has
declared to the company, inter alia, that
he or she complies with the above-mentioned requirements and details of his or her applicable qualifications are provided.
Mr. Markison has
declared to the Company that he complies with the required qualifications under the Companies Law for appointment as a director
of the Company, detailed his applicable qualifications to the Company, and demonstrated to the Company that he is capable of dedicating
the appropriate amount of time for the performance of his duties as a director. Copies of the declaration of Mr. Markison are available
for inspection at the Company’s offices in Rehovot, Israel.
The following
information is provided with respect to Mr. Markison and is based upon the records of the Company and information provided to it
by Mr. Markison:
Brian Markison (born in the United
States of America on October 1, 1959, from Princeton, N.J., USA) has served as a member of our board of directors since March 2011.
Mr. Markison’s appointment was approved by the general meeting on July 6, 2011. Mr. Markison was appointed as chairman of
the board on April 12, 2011. Mr. Markison is a member of our Nominating and Corporate Governance Committee. Mr. Markison has been
a Healthcare Industry Executive at Avista Capital Partners since September 2012, prior to which he served as President, Chief Executive
Officer and a member of the Board of Directors of Fougera Pharmaceuticals Inc., from July 2011, until it was sold to the generics
division of Novartis in July 2012. Previously, he had been with King Pharmaceuticals since 2004 and led the company through its
acquisition by Pfizer for $3.6 billion in 2010. Previously Mr. Markison was with Bristol-Myers Squibb from 1982 to 2004, where
he served in various commercial and executive positions rising from an oncology sales representative to become President, BMS Oncology/Virology
and Oncology Therapeutics Network. Mr. Markison serves on the board of directors of Immunomedics, Inc., PharmAthene Inc., Lantheus
Medical Imaging and Alere Inc, and is the excutive Chairman of Trigen/Vertical. He also serves on the board of directors for the
Komen Foundation, the College of New Jersey. Mr. Markison received a B.S. from Iona College in New Rochelle, New York.
The address for Mr. Markison is c/o Rosetta
Genomics Ltd., 10 Plaut Street, Science Park, Rehovot 76706 Israel.
Assuming Mr. Brian Markison is re-elected
and appointed by the board as chairman of the board, he will be entitled to receive: (1) remuneration in an amount of US $25,000
plus VAT per year, and additional annual remuneration of US $10,000 plus VAT per committee Mr. Markison is a member of (2) payment
of a participation fee of the higher of: (a) US $250 plus VAT; or (b) the minimal participation fee according to the Israeli Companies
Law 1999, and the regulations promulgated pursuant thereto (as of the date hereof – US $346.8), for every Board or Board
committee meeting including, inter alia, meeting by means of communication (teleconferences) and unanimous written resolutions,
(3) options to purchase 48,000 Ordinary Shares, at an exercise price per share equal to the closing price on the date of the Annual
Meeting, vesting in equal installments annually over a period of three years beginning on the date of the Annual Meeting and such
options shall expire seven years after their date of grant, unless they expire earlier in accordance with the terms of the Company's
2006 Employee Incentive Plan (Global Share Incentive Plan (2006)) (the “GSIP”), and (4)10,000 Restricted Stock
Units (“RSUs”) upon the commencement of each twelve-month period in office as a director beginning on the date
of the Annual Meeting. The options and RSUs are granted and otherwise subject to the same terms and conditions as applicable to
options and RSUs granted under the GSIP, except that the exercise period of the options and RSUs upon termination shall be six
months.
THE BOARD OF DIRECTORS WILL PRESENT THE FOLLOWING RESOLUTIONS
AT THE MEETING:
“RESOLVED, to re-elect Mr.
Brian A. Markison, as a Class I director, to serve for a term of three years, until the 2017 annual general meeting of shareholders.”
An affirmative vote of a majority of the shares represented
and voting at the Annual Meeting in person or by proxy is required for the approval of such resolution.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE ABOVE PROPOSED RESOLUTION.
PROPOSAL TWO — RE-ELECTION
OF DR. YITZHAK PETERBURG
Background
Given the end of the term of Dr. Yitzhak
Peterburg, we are proposing that the shareholders re-elect Dr. Yitzhak Peterburg as a Class I Director of the Company for an additional
term of three years. If re-elected at this Annual Meeting, Dr. Yitzhak Peterburg will serve until the annual general meeting of
the Company’s shareholders to be held in 2017 or until such director’s office is vacated in accordance with the Company’s
Articles and the Companies Law.
Dr. Peterburg
has declared to the Company that he complies with the required qualifications under the Companies Law for appointment as a director
of the Company, detailed his or her applicable qualifications to the Company, and demonstrated to the Company that he is capable
of dedicating the appropriate amount of time for the performance of his duties as a director. Copies of the declaration of the
proposed nominee are available for inspection at the Company’s offices in Rehovot, Israel.
The following
information is provided with respect to Dr. Peterburg and is based upon the records of the Company and information provided to
it by Dr. Peterburg:
Dr. Yitzhak Peterburg (born on February
18, 1951, ID No. 50510676, from Tal Shachar, Israel) has served as a member of our board of directors since December 2012. Dr.
Peterburg is a member of our Nominating and Corporate Governance Committee and of our Research and Development Committee. He currently
serves on the Board of Directors of TEVA Pharmaceuticals, prior to which he served as TEVA’s Senior Vice President, Head
of Global Branded Products from October 2010 until October 2011, prior to which he served on the board of TEVA from 2009 until
July 2010. Prior to his positions with TEVA, Dr. Peterburg was President and CEO of Cellcom, one of Israel’s leading cellular
companies between 2003-2005. Between the years of 1990 to 2002, Dr. Peterburg was with Clalit Health Services, a non-governmental,
not-for-profit organization that provides comprehensive health services to more than 55% of the Israeli population. From 1997 to
2002 he served as General Manager (CEO) for Clalit Health Services and from 1990 to 1997 he held a series of senior executive positions
including Head, Health Policy Division and Chief Information Officer, Medical Division. Among his many positions at Clalit, from
1995-1997, Dr. Peterburg served as CEO of Soroka University Medical Center, Beer-Sheba, Israel, one of the biggest university hospitals
in Israel. Dr. Peterburg received an M.D. from the Hebrew University of Jerusalem, and holds a Ph.D. in health services administration
from the Columbia University School of Public Health in New York and a master’s degree in information systems from the London
School of Economics.
The address for Dr. Peterburg is c/o Rosetta
Genomics Ltd., 10 Plaut Street, Science Park, Rehovot 76706 Israel.
Dr. Peterburg
shall receive remuneration that is equal to the remuneration paid to the other directors of the Company
(except for the Chairman of the Board who receives higher remuneration). In accordance with prior resolutions of the Company's
Audit Committee, Board and shareholders meetings that were held on October 12, 2012, and On August 5, 2013 each of the Company's
directors (except for the Chairman of the Board) is entitled to receive: (1) remuneration in an amount of US $20,000 plus VAT per
year, paid in equal quarterly installments, and a director who serves as a member of a Committee formed by the Board shall be entitled
to additional annual remuneration of US $7,500 plus VAT per committee, and (2) payment of a participation fee of the higher of:
(a) US $250 plus VAT; or (b) the minimal participation fee according to the Companies Law, and the regulations promulgated pursuant
thereto (as of the date hereof – US $346.8), for every Board or Board committee meeting including, inter alia, meeting
by means of communication (teleconferences) and unanimous written resolutions.
In addition, each of the Company's directors
(except for the Chairman of the Board who receives higher remuneration) is entitled to receive: (1) options to purchase 24,000
Ordinary Shares, at an exercise price per share equal to the closing price on the date of the shareholders’ meeting approving
the nomination of the Director, vesting in equal installments annually over a period of three years beginning on such date and
such options shall expire seven years after their date of grant, unless they expire earlier in accordance with the terms of the
GSIP, and (2) 5,000 RSUs upon the commencement of each twelve months period in office as a director beginning on the date of the
shareholders meeting approving the nomination of the Director. The options and RSUs are granted and otherwise subject to the same
terms and conditions as applicable to options and RSUs granted under the GSIP, except that the exercise period of the options and
RSUs upon termination shall be six months.
Assuming Dr. Yitzhak Peterburg is re-elected,
he will be entitled to receive: (1) remuneration in an amount of US $20,000 plus VAT per year, and additional annual remuneration
of US $7,500 plus VAT per committee Dr. Peterburg is a member of (2) payment of a participation fee of the higher of: (a) US $250
plus VAT; or (b) the minimal participation fee according to the Israeli Companies Law 1999, and the regulations promulgated pursuant
thereto (as of the date hereof – US $346.8), for every Board or Board committee meeting including, inter alia, meeting
by means of communication (teleconferences) and unanimous written resolutions, (3) options to purchase 24,000 Ordinary Shares,
at an exercise price per share equal to the closing price on the date of the Annual Meeting, vesting in equal installments annually
over a period of three years beginning on the date of the Annual Meeting and such options shall expire seven years after their
date of grant, unless they expire earlier in accordance with the terms of the GSIP, and (4) 5,000 RSUs upon the commencement of
each twelve-month period in office as a director beginning on the date of the Annual Meeting. The options and RSUs are granted
and otherwise subject to the same terms and conditions as applicable to options and RSUs granted under the GSIP, except that the
exercise period of the options and RSUs upon termination shall be six months.
THE BOARD OF DIRECTORS WILL PRESENT THE FOLLOWING RESOLUTION
AT THE MEETING:
“RESOLVED, to re-elect Dr.
Yitzhak Peterburg as a Class I director, to serve for a term of three years, until the 2017 annual general meeting of shareholders.”
An affirmative vote of a majority of the shares represented
and voting at the Annual Meeting in person or by proxy is required for the approval of such resolution.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE ABOVE PROPOSED RESOLUTION.
PROPOSAL THREE — APPROVAL
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM AND AUTHORIZATION TO DETERMINE COMPENSATION
Background
At the Annual Meeting, Kost, Forer, Gabbay
& Kasierer, independent registered public accountants in Israel and a member firm of Ernst & Young Global (“KFGK”),
will be nominated for re-appointment as independent registered public accounting firm of the Company and its subsidiaries for the
fiscal year ending December 31, 2014, and until the next annual general meeting. Under the provisions of the Sarbanes-Oxley Act
of 2002, the Company’s Audit Committee is responsible for the appointment, compensation, retention and oversight of the work
of the Company’s independent auditors. However, under Israeli law, the appointment of independent auditors and their compensation
require the approval of the shareholders of the Company. Pursuant to Israeli law, the shareholders may delegate the authority to
determine the compensation of the independent auditors to the board of directors, and the Company’s shareholders have done
so in the past. In addition, pursuant to Israeli law, the Audit Committee is required to examine the independent auditor’s
fees and to provide its recommendations with respect thereto to the appropriate corporate organ. Accordingly, the appointment of
the independent auditors will be required to be approved and recommended to the shareholders by the Audit Committee and approved
by the shareholders. The compensation of the independent auditors will be required to be approved by the Audit Committee and recommended
to the shareholders or, if so authorized by the shareholders, to the Board and approved by either the shareholders or the Board,
as the case may be. The Audit Committee has reviewed, and is satisfied with, the performance of KFGK, and has approved their re-appointment
as the Company’s independent registered public accounting firm. Approval of that appointment, as well as authorization of
the Board to determine the compensation of the independent auditors, provided such remuneration is also approved by the Audit Committee,
is now being sought from the Company’s shareholders.
The Audit Committee is responsible for
the oversight of its independent auditors’ scope of work. The Audit Committee’s policy is to pre-approve all audit
and non-audit services provided by KFGK and other members of Ernst & Young Global. These services may include audit services,
audit-related services, tax services and other services, as further described below. The Audit Committee sets forth the basis for
its pre-approval in detail, listing the particular services or categories of services which are pre-approved, and setting forth
a specific budget for such services. Additional services may be pre-approved by the Audit Committee on an individual basis. Once
services have been pre-approved, KFGK and management then report to the Audit Committee on a periodic basis regarding the extent
of services actually provided in accordance with the applicable pre-approval, and regarding the fees for the services performed.
The Company paid the following fees for
professional services rendered by KFGK and other members of Ernst & Young Global, for the years ended December 31, 2012 and
2013:
| |
Year Ended December 31, | |
| |
2012 | | |
2013 | |
Audit fees(1) | |
$ | 107,000 | | |
$ | 103,000 | |
Audit related fees(2) | |
$ | 75,000 | | |
$ | 24,879 | |
Tax fees(3) | |
$ | 13,600 | | |
$ | 73,538 | |
Total | |
$ | 195,600 | | |
$ | 201,417 | |
___________
| (1) | Includes professional
services rendered with respect to the audits of the Company’s annual consolidated financial statements, management’s
assessment of internal control over financial reporting, review of consolidated quarterly financial statements, statutory audits
of the Company and its subsidiaries, consents and assistance with review of documents filed with the SEC. |
| (2) | Includes consultations
concerning financial accounting and reporting standards and internal control reviews and consultations and due diligence respecting
accounting matters in connection with acquisitions and dispositions. |
| (3) | Includes fees for services
related to tax compliance, including preparation of tax returns, claims for refund and assistance with audits and appeals; and
tax planning and advice, including advice related to acquisitions and dispositions, services for employee benefit plans, issues
with respect to transfer pricing and advice for expatriates. |
| (4) | Includes fees for business
related consultation. |
KFGK
has no relationship with the Company or any affiliate of the Company except as auditors and, to a limited extent, as tax consultants.
The Audit Committee believes that this limited non-audit function does not affect the independence of KFGK.
THE BOARD OF DIRECTORS WILL PRESENT THE FOLLOWING RESOLUTION
AT THE ANNUAL MEETING:
“RESOLVED, that Kost, Forer,
Gabbay & Kasierer, independent registered public accountants in Israel and a member firm of Ernst & Young Global, be, and
they hereby are, re-appointed as independent registered public accounting firm of the Company for the fiscal year ending December
31, 2014 and until the Company’s next annual general meeting, and that the Board of Directors of the Company, be, and it
hereby is, authorized to determine the remuneration of said auditors in accordance with the volume and nature of their services,
provided such remuneration is also approved by the Audit Committee.”
An affirmative vote of a majority of the shares represented
and voting at the Annual Meeting in person or by proxy is required for the approval of such resolution.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE PROPOSED RESOLUTION.
PROPOSAL FOUR — INCREASE OF
THE NUMBER OF ORDINARY SHARES AVAILABLE FOR ISSUANCE UNDER THE Company’s Global SHARE
Incentive Plan
Background
At the meeting of shareholders that took
place on July 12, 2006, the shareholders approved the GSIP.
Under the GSIP, the Company may
issue either options, restricted shares or RSUs, to its employees, consultants and board members. Under the GSIP, the Company
may also issue options, restricted shares or RSU’s to the employees, consultants and board members of its subsidiaries,
including subsidiaries located in the United States. The aggregate amount of Ordinary Shares that was authorized to be issued
under the GSIP upon its adoption was 12,8793
Ordinary Shares.
At the annual meeting of the Company’s
shareholders that took place on December 22, 2009, the shareholders resolved to increase the number of Ordinary Shares available
for issuance under the GSIP by 25,000 Ordinary Shares. Out of such 25,000 Ordinary Shares, approximately 16,666 Ordinary Shares
were dedicated as available for grant to employees who are United States taxpayers.
At an extraordinary meeting of the Company’s
shareholders that took place on July 14, 2010, the shareholders resolved that in order to allow the Company flexibility in compensating
Israeli and United States employees, all 25,000 Ordinary Shares, approved by the shareholders for grant under the GSIP on December
22, 2009, be eligible for grant to all employees of the Company, irrespective of whether they are United States or Israeli taxpayers.
At the annual meeting of the Company’s
shareholders that took place on October 12, 2012, our shareholders approved the addition of 853,770 Ordinary Shares of the Company
to the amount of Ordinary Shares authorized for issuance under the GSIP. As of September 2, 2014, approximately 0 (zero) Ordinary
Shares are available for grants under the GSIP.
THE BOARD OF DIRECTORS WILL PRESENT
THE FOLLOWING RESOLUTION AT THE MEETING:
“RESOLVED,
to approve, the addition of 900,000 Ordinary Shares to the amount of Ordinary Shares authorized for issuance under the GSIP so
that the total number of Ordinary Shares authorized for issuance under the Company’s 2006 Employee Incentive Plan (Global
Share Incentive Plan (2006)) will equal 1,803,739 and that all of these shares shall be eligible for grant to all employees of
the Company, irrespective of whether they are United States or Israeli taxpayers.”
An affirmative vote of a majority of the
shares represented and voting at the Annual Meeting in person or by proxy is required for the approval of such resolution.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSED RESOLUTION.
PROPOSAL FIVE — TO APPROVE
AN EXTENSION OF AN AMENDMENT TO THE EMPLOYMENT AGREEMENT OF MR. KEN BERLIN
Background
Kenneth A. Berlin joined us in November
2009 as our President and Chief Executive Officer. He was later appointed by our shareholders in December 2009 as a member of our
board of directors, and resigned as a director in March 2011. Prior to joining us, Mr. Berlin, served as Worldwide General Manager
at cellular and molecular cancer diagnostics developer Veridex, LLC, a Johnson & Johnson company. Under his leadership the
organization grew to over 100 employees, and he spearheaded the launch of three cancer diagnostic products, the acquisition of
its cellular diagnostics partner, and delivered significant growth in sales as Veridex transitioned from a research and development
entity to a commercial provider of oncology diagnostic products and services. During Mr. Berlin’s tenure, Veridex received
numerous awards including recognition from the Cleveland Clinic and Prix Galien for the use of its innovative CellSearch® technology
in the fight against cancer. Mr. Berlin joined Johnson & Johnson in 1994 and served as corporate counsel for six years. He
then held positions of increasing responsibility within Johnson & Johnson and a number of its subsidiary companies. From 2001
until 2004, he served as Vice President, licensing and new business development in the pharmaceuticals group, and from 2004 until
2007 was Worldwide Vice President, franchise development, Ortho-Clinical Diagnostics. Mr. Berlin holds an A.B. degree from Princeton
University and a J.D. from the University of California, Los Angeles School of Law.
Mr. Berlin's original terms of Employment
included a base salary of $375,000 USD, payable bi-weekly, a target bonus of up to 100% of Mr. Berlin's base salary, a starting
bonus of $200,000 USD in cash upon his commencement date and three additional bonuses of $125,000 USD each conditioned upon the
achievement of certain milestones. These terms of employment were amended with the approval of the Audit Committee and the Board
on June 3, 2012 for the period between June 3, 2012 and December 31, 2013 to reflect a base salary of $500,000 USD, however, during
that time, the discretionary bonus remained up to 100% of the original base salary, a total of $375,000 USD per year.
______________________________
| 3 | All amounts of Ordinary Shares in the subsection for
Proposal Four entitled “Background” are adjusted to give effect to (i) a 1-for-3.9822 reverse split that took place
on June 15, 2006; (ii) a 1-for-4 reverse split that took place on July 6, 2011 and (iii) a 1-for-15 reverse split that took place
on May 14, 2012. |
According to the Companies Law, as amended in Amendment No.
20, the terms of employment of a chief executive officer should be approved (in the following order) by (i) the compensation committee,
(ii) the board of directors and (iii) by the general meeting of shareholders of the Company as set forth below.
The Company’s compensation committee
and Board resolved that, subject to the approval of the Company’s shareholders at the Annual Meeting, to approve in accordance
with Section 272(c1)(1) of the Companies Law., an extension to the amendment dated June 3, 2012 of the employment agreement of
Mr. Ken Berlin, the Chief Executive Officer of the Company. According to such amendment, the CEO is entitled to a base salary at
the annual rate of $500,000 USD, payable bi-weekly or otherwise in accordance with the payroll policy of the Company, set to expire
at the Company’s 2015 Annual Shareholder Meeting;
THE BOARD OF DIRECTORS WILL PRESENT
THE FOLLOWING RESOLUTION AT THE MEETING:
“RESOLVED,
To approve in accordance with Section 272(c1)(1) of the Israeli Companies, Law, 5759-1999 (the "Companies Law")
an extension to the amendment dated June 3, 2012 of the employment agreement of Mr. Ken Berlin, the Chief Executive Officer of
the Company. According to such amendment, the CEO is entitled to a base salary at the annual rate of $500,000 USD, payable bi-weekly
or otherwise in accordance with the payroll policy of the Company, set to expire at the Company’s 2015 Annual Shareholder
Meeting.
An affirmative vote of the holders of a
majority of the voting power represented and voting on the matter in person or by proxy, shall be required provided that (i) such
a majority includes at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders of the
Company nor are they shareholders who have a personal interest in the approval of the proposal set forth in Item 5; or (ii)
the total number of shares of non-controlling shareholders and non-interested shareholders voted against the proposal in Item 5
must not represent more than two percent (2%) of the total voting rights in the Company. Votes abstaining shall not be taken into
account in counting the above-referenced shareholder votes.
A shareholder must inform the Company
before the vote (or if voting by proxy, indicate on the proxy card) whether or not such shareholder is a controlling shareholder
or has a Personal Interest, and failure to do so disqualifies the shareholder from participating in the vote.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSED RESOLUTION.
PROPOSAL SIX — APPROVAL OF
OPTIONS GRANT AND RESTRICTED STOCK UNITS GRANT FOR MR. KEN BERLIN, THE Chief Executive
Officer OF THE Company
Background
According to the Companies Law, as amended in Amendment No.
20, the terms of employment of a chief executive officer should be approved (in the following order) by (i) the compensation committee,
(ii) the board of directors and (iii) by the general meeting of shareholders of the Company as set forth below.
The Company’s compensation committee
and Board resolved that, subject to the approval of the Company’s shareholders at the Annual Meeting, that Mr. Ken Berlin
shall be entitled to receive, a grant of options to purchase up to 100,000 Ordinary Shares of the Company at an exercise price
per share equal to the closing price on November 30, 2014, vesting in equal installments quarterly over a period of four (4) years
beginning on November 30, 2014, and such options shall expire seven (7)years after their date of grant, unless they expire earlier
in accordance with the terms of GSIP and 20,000 Restricted Stock Units (“RSUs”) vesting in equal installments
annually over a period of four (4) years beginning on November 30, 2014. The options and RSUs are granted and otherwise subject
to the same terms and conditions as applicable to options and RSUs granted under the GSIP.
THE BOARD OF DIRECTORS WILL PRESENT
THE FOLLOWING RESOLUTION AT THE MEETING:
"RESOLVED: To approve, in accordance
with Section 272(c1)(1) of the Companies, Law, for Mr. Ken Berlin, the Chief Executive Officer of the Company, a grant of options
to purchase up to 100,000 Ordinary Shares of the Company at an exercise price per share equal to the closing price on November
30, 2014, vesting in equal installments quarterly over a period of four (4) years beginning on November 30, 2014, and such options
shall expire seven (7) years after their date of grant, unless they expire earlier in accordance with the terms of the Company's
GSIP and 20,000 RSUs vesting in equal installments annually over a period of four (4) years beginning on November 30, 2014. The
options and RSUs are granted and otherwise subject to the same terms and conditions as applicable to options and RSUs granted under
the GSIP
An affirmative vote of the holders
of a majority of the voting power represented and voting on the matter in person or by proxy, shall be required provided that (i)
such a majority includes at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders
of the Company nor are they shareholders who have a personal interest in the approval of the proposal set forth in Item 6; or
(ii) the total number of shares of non-controlling shareholders and non-interested shareholders voted against the proposal
in Item 6 must not represent more than two percent (2%) of the total voting rights in the Company. Votes abstaining shall not be
taken into account in counting the above-referenced shareholder votes.
A shareholder must inform the Company before the vote (or
if voting by Proxy Card, indicate on the proxy card) whether or not such shareholder is a controlling shareholder or has a Personal
Interest, and failure to do so disqualifies the shareholder from participating in the vote.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSED RESOLUTION.
PROPOSAL SEVEN — REPLACEMENT
OF SECTION 38 OF THE COMPANY'S ARTICLES OF ASSOCIATION
Background
As of September 2, 2014, Section 38 of
the Company’s Articles of Association states that the Company's Board shall consist of no less than two (2) nor more than
eleven (11) Directors. The Company currently has seven (7) members of the Board, two of which are external according to Israeli
Companies Law. In addition the majority of the Company's directors are independent as determined by the Company’s Board annually
according to NASDAQ rules. Accordingly, the Board is recommending to Shareholders to approve the reduction of the maximum number
of possible Directors of the Company to seven (7).
THE BOARD OF DIRECTORS WILL PRESENT
THE FOLLOWING RESOLUTION AT THE MEETING:
“RESOLVED,
to replace section 38 of the Company’s Articles of Association with the following: “The Board of Directors of the Company
shall consist of not less than two (2) nor more than seven (7) Directors”.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSED RESOLUTION.
ADDITIONAL REQUIRED DISCLOSURES
According to section 4(d) of the Companies Regulations (Notification
of general assemblies and by-type assemblies in a public company and adding an item to the agenda), 2000, the following table presents
information regarding compensation actually received by our five most highly paid executive officers during the year ended December
31, 2013 (in USD):
Name
and position | |
Salary | | |
Employer
401K* | | |
Vehicle
Expenses | | |
Pension** | | |
Bonus paid | | |
Equity*** | | |
Total | |
Mr. Ken Berlin | |
| 500,000 | | |
| 7,770 | | |
| 18,000 | | |
| - | | |
| - | | |
| 608,084 | | |
| 1,133,854 | |
Chief Executive Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Dr. Robert Wassman | |
| 290,000 | | |
| 7,650 | | |
| - | | |
| - | | |
| 15,000 | | |
| - | | |
| 312,650 | |
Chief Medical Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Mr. Oded Biran | |
| 196,302 | | |
| - | | |
| 14,292 | | |
| 12,160 | | |
| 41,143 | | |
| - | | |
| 263,897 | |
Chief Legal Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Mr. Ron Kalfus | |
| 145,926 | | |
| - | | |
| 14,210 | | |
| 20,987 | | |
| 20,000 | | |
| - | | |
| 201,123 | |
Chief Financial Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ms. Dganit Bar | |
| 130,574 | | |
| - | | |
| 11,672 | | |
| 21,901 | | |
| - | | |
| - | | |
| 164,147 | |
Chief Science Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
____________
| * | 401K – in the U.S., this is the tax-qualified, defined-contribution pension account defined in subsection 401(k) of the
Internal Revenue Code. |
| ** | Pension is for provided for Israel based employees only. |
| ** | Equity is calculated as the value of options awarded, at the time of grant. |
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to foreign
private issuers and fulfill these requirements by filing reports with the SEC. You may read and copy any document we file with
the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC
at 1-800-SEC-0330 for further information about the SEC’s public reference room. Our SEC filings are also available to the
public at the SEC’s website at www.sec.gov and through the “Investors – SEC Filing” section of our
website at www.rosettagenomics.com.
As a foreign private issuer, we are exempt
from the rules under the Exchange Act related to the furnishing and content of proxy statements. The filing of the Notice of Meeting
and this proxy statement as an exhibit to a Report on Form 6-K with the SEC should not be taken as an admission that we are subject
to the proxy rules under the Exchange Act.
|
By order of the Board of Directors, |
|
|
|
/s/ Brian A. Markison |
|
Brian A. Markison |
|
Chairman of the Board |
Rosetta Genomics (CE) (USOTC:ROSGQ)
Historical Stock Chart
From Aug 2024 to Sep 2024
Rosetta Genomics (CE) (USOTC:ROSGQ)
Historical Stock Chart
From Sep 2023 to Sep 2024