SCHEDULE: RadCom Faces Activist Push for Board Overhaul

Major shareholders, including the Zisapel siblings and Value Base, are demanding a special meeting to reconstitute RadCom's board, citing chronic underperformance and governance issues.

Summary

• Michael and Klil Zisapel, along with Value Base Ltd., collectively own approximately 19.27% of RadCom Ltd.'s Ordinary Shares.
• The Zisapel siblings inherited their shares from their father, Zohar Zisapel, a co-founder and major shareholder, who passed away in May 2023.
• The shareholders sent a demand letter to RadCom's Board of Directors on March 25, 2026, requesting a special meeting.
• The proposed agenda for the special meeting includes amending the company's Articles of Association to reduce the maximum board size from nine to seven directors and allow director elections at any general meeting.
• They also seek to terminate the tenure of directors appointed by the Board prior to the special meeting and remove five current directors: Rami Schwartz, Rachel (Hili) Bennun, Oren Most, Yaron Ravkeie, and Andre Fuetsch.
• The shareholders propose the election of three new independent candidates: Liat Aaronson, Tomer Jacob, and Guy Levit, and approval of their compensation.
• The demand letter asserts that RadCom is materially underperforming with persistent stagnation of shareholder value due to governance and strategic deficiencies.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative for the current state of RadCom, given the strong accusations of underperformance and governance failures by significant shareholders. However, the proposed actions could be seen as a potential catalyst for future improvement.

Positives

• The reporting persons and Value Base believe RadCom possesses a fundamentally sound operating business, an established market position, and significant potential to enhance shareholder returns.
• The proposed new director candidates are described as highly qualified, independent, and unaffiliated with the demanding shareholders.

Negatives

• The company is deemed to be "materially underperforming" with "persistent stagnation of shareholder value."
• Shareholders believe potential has been "chronically under-realized" due to the Board's failure to execute value-maximization initiatives and efficiently manage capital reserves.
• The structure of the company's balance sheet is considered "severely ineffective."
• Recent changes in corporate governance, including the removal of the Chairman, have raised further concerns regarding leadership trajectory.
• Governance and strategic deficiencies are cited as the cause of underperformance.

Risks

• Persistent stagnation of shareholder value due to governance and strategic deficiencies.
• Ineffective management of capital reserves.
• Severely ineffective balance sheet structure.
• Concerns regarding the current trajectory of leadership following recent corporate governance changes, including the removal of the Chairman of the Board.

Future Outlook

The reporting persons intend to review their investments on a continuing basis, seeking to enhance Issuer value. They may engage in communications with management and the board, discussions with shareholders or third parties, or take actions regarding material changes to the Issuer's business, corporate governance, corporate structure, or potential transactions. They may also acquire or sell securities. The demand letter explicitly states an expectation that the company will not enter into any material transactions or take material actions affecting its balance sheet, assets, cash reserves, corporate structure, corporate governance, or governing documents until a reconstituted board assumes its role.

Management Comments

• "Our substantial investment in Radcom reflects our firm conviction that the Company possesses a fundamentally sound operating business, an established market position and significant potential to enhance shareholder returns."
• "Unfortunately, we believe this potential has been chronically under-realized due to a failure by a majority of the Board of Directors to execute value-maximization initiatives and efficiently manage capital reserves."
• "The structure of the Company's balance sheet is severely ineffective."
• "Recent changes in the Company's corporate governance, including the removal of the Chairman of the Board, have raised further concerns regarding the current trajectory of leadership."
• "We have concluded that the Company is materially underperforming and suffers from a persistent stagnation of shareholder value."
• "This chronic underperformance is not attributable to broader macroeconomic conditions; rather, it stems from governance and strategic deficiencies that fall squarely within the Board's oversight responsibilities."
• "We believe substantial shareholder value can only be unlocked through decisive action, beginning with the reconstitution of a significant portion of the Board with experienced, independent directors."
• "We remind the Board that your fiduciary duty is owed to all shareholders, rather than to the entrenchment of the existing Board."

Industry Context

StockSavvy.ai notes that activist investor campaigns, such as this one by the Zisapel siblings and Value Base, are a common response to perceived corporate underperformance and governance failures across various industries. These campaigns typically aim to unlock shareholder value by advocating for strategic changes, operational improvements, or board refreshment, reflecting a broader trend of increased shareholder engagement in corporate decision-making.

Comparison to Industry Standards

• StockSavvy.ai finds no specific comparable companies, projects, or results mentioned in the filing to assess RadCom's performance against global benchmarks. The filing focuses on internal governance and strategic issues rather than external market comparisons.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for significant impact as the proposed board changes aim to unlock shareholder value and address underperformance. The outcome of the special meeting will directly affect shareholder representation and strategic direction.
• Current Board/Management: Significant pressure and potential for removal for five directors. The existing management faces scrutiny and potential strategic shifts.
• Employees: Potential for strategic shifts or operational changes if the new board implements new value-maximization initiatives, which could indirectly affect employees.
• Creditors/Suppliers/Customers: No direct impact mentioned, but any significant strategic or operational changes resulting from a board overhaul could indirectly affect these relationships.

Next Steps

• RadCom's Board of Directors is demanded to call a special meeting no later than April 6, 2026.
• The special meeting is to be held no later than May 11, 2026.
• The agenda for the special meeting includes amendments to the Articles of Association, removal of five current directors, and election of three new directors.
• The reporting persons may acquire additional securities or sell existing holdings.

Key Dates

Recommendation

The filing highlights significant concerns regarding RadCom's underperformance and governance, suggesting a "sell" or "strong sell" based on the current state. However, the activist campaign by substantial shareholders (19.27% ownership) to reconstitute the board and implement value-maximization initiatives presents a potential catalyst for positive change. A "hold" recommendation acknowledges the current negative sentiment and risks but also recognizes the potential for future improvement if the activist agenda is successful in addressing the identified deficiencies and unlocking shareholder value. Investors should monitor the outcome of the special meeting closely.

Keywords

RadCom, Schedule 13D, activist investor, corporate governance, board changes, shareholder activism, special meeting, director removal, director nomination, Zisapel, Value Base, underperformance, shareholder value