Exhibit 99.1

NOTICE OF

AN ANNUAL GENERAL MEETING OF THE SHAREHOLDERS TO BE

HELD ON THURSDAY, JULY 2, 2026

To the shareholders of Regentis Biomaterials Ltd.:

Notice is hereby given that an Annual General Meeting (the “Meeting”) of the shareholders of Regentis Biomaterials Ltd. (the “Company”) will be held at the offices of the Company’s attorneys, Amit, Pollak, Matalon & Co., at APM House, 18 Raoul Wallenberg St., Building D, 6th floor, Ramat Hachayal, Tel Aviv, Israel on Thursday, July 2, 2026 at 3:00 p.m. (Israel Time).

The agenda of the Meeting will be as follows:

Only shareholders at the close of business on Tuesday, June 9, 2026 shall be entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.

If you are unable to attend the Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly in the pre-addressed envelope provided. Shareholders who attend the Meeting may revoke their proxies and vote their shares in person.

60 Medinat Hayehudim, Herzliya, Israel 4676652

PROXY STATEMENT

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE

HELD ON THURSDAY, JULY 2, 2026

This Proxy Statement is furnished to our holders of ordinary shares, no nominal value per share, in connection with an Annual General Meeting of Shareholders (the “Meeting”), to be held on Thursday, July 2, 2026 at 3:00 p.m. Israel time at the offices of the Company’s attorneys, Amit, Pollak, Matalon & Co., at APM House, 18 Raoul Wallenberg St., Building D, 6th floor, Ramat Hachayal, Tel Aviv, Israel, or at any adjournments thereof.

Throughout this Proxy Statement, we use terms such as “Regentis Biomaterials”, “we”, “us”, “our” and the “Company” to refer to Regentis Biomaterials Ltd. and terms such as “you” and “your” to refer to our shareholders.

Agenda Items

The agenda of the Meeting will be as follows:

We currently are 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.

Board Recommendation

Our Board of Directors unanimously recommends that you vote “FOR” all items.

Who Can Vote

Only the holders of record of ordinary shares (“ordinary shares”) of the Company as at the close of business on Tuesday, June 9, 2026 (the “Record Date”) shall be entitled to receive notice of and attend the Meeting and any adjournment thereof. You are also entitled to notice of the Meeting and to vote at the Meeting if you held ordinary shares through a bank, broker or other nominee that is one of our shareholders of record at the close of business on Tuesday, June 9, 2026, or which appeared in the participant listing of a securities depository on that date.

Quorum

A quorum shall be the presence of at least two (2) shareholders who hold at least twenty five percent (25%) of the voting rights (including through a proxy or voting instrument) within one half hour from the time the meeting was designated to start. If within half an hour from the time designated for the Meeting a quorum is not present, the Meeting will stand adjourned to the same day in the following week, at the same time and place. If a quorum is not present at the adjourned meeting within half hour from the time designated for its start, the meeting shall take place with any number of participants. This notice will serve as notice of such reconvened meeting if no quorum is present at the original date and time and no further notice of the reconvened meeting will be given to shareholders.

On all matters considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote “for” or “against” the matter, although they will be counted to determine if a quorum is present. Broker non-votes occur when brokers that hold their customers’ shares in street name sign and submit proxies for such shares and vote such shares on some matters but not on others. This occurs when brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to vote on “routine” matters, but not on non-routine matters.

Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting purposes.

Voting Required for Approval of the Proposals

Each ordinary share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Meeting. As of the close of business on Tuesday, May 26, 2026, 5,179,378 ordinary shares were issued and outstanding.

Proposals 1, 2, 3, 4, 5, 6, 7, 8 and 10 to be presented at the Meeting require the affirmative vote of holders of at least a majority of the voting power represented and voting on such proposal in person or by proxy on the matter presented for passage.

The approval of Proposal 9 is subject to the affirmative vote of the holders of a majority of the voting power represented and voting on such proposal in person or by proxy. In addition, the shareholders’ approval must either include at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders nor are they shareholders who have a personal interest in the approval of the proposal (excluding a personal interest that is not related to a relationship with the controlling shareholders), or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against the proposal must not represent more than 2% of the outstanding ordinary shares.

Under the Companies Law, in general, you will be deemed to be a controlling shareholder if you have the power to direct our activities, otherwise than by reason of being a director or other office holder of ours, if you hold 50% or more of the voting rights in our Company or have the right to appoint the majority of the directors of the Company or its chief executive officer, and you are deemed to have a personal interest if any member of your immediate family or their spouse has a personal interest in the adoption of the proposal. In addition, you are deemed to have a personal interest if a company, other than Regentis Biomaterials Ltd, that is affiliated to you has a personal interest in the adoption of the proposal. Such company is a company in which you or a member of your immediate family serves as a director or chief executive officer, has the right to appoint a director or the chief executive officer, or owns 5% or more of the outstanding shares. However, you are not deemed to have a personal interest int he adoption of the proposal if your interest in such proposal arises solely from your ownership of our shares, or to a matter that is not related to a relationship with a controlling shareholder.

According to the Companies Regulations (exemptions for companies whose securities are listed for trading on a stock exchange outside of Israel) 5760-2000 (the “Exemption Regulations for Companies Listed Abroad”), by signing and submitting the attached Proxy Card, you as a shareholder declare and approve that you have no personal interest in the adoption of Proposal 8, except if you notified the Company of such in writing. If you believe that you have a personal interest in Proposal 8, and you wish to inform the Company of such personal interest, you should submit such information in advance of voting to the Company at its registered offices at Regentis Biomaterials Ltd., 60 Medinat Hayehudim, Herzliya, Israel 4676652, to the attention of the Chief Financial Officer.

If you provide specific instructions (mark boxes) with regard to the proposal, your shares will be voted as you instruct. If you sign and return your proxy card or voting instruction form without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors. The proxy holders will vote in their discretion on any other matters that properly come before the meeting.

If you are a shareholder of record and do not return your proxy card, your shares will not be voted. If you hold shares beneficially in a street name, your shares will also not be voted at the meeting if you do not return your proxy card or voting instruction card to instruct your broker how to vote. This will be true even for a routine matter, as your broker will not be permitted to vote your shares in their discretion on any proposal at the meeting. For the proposal, a broker may only vote in accordance with instructions from a beneficial owner of shares.

Voting by Holders of Ordinary Shares

Ordinary shares that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the Meeting in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder will vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before the Meeting, or at any adjournment thereof. Where any holder of ordinary shares affirmatively abstains from voting on any particular resolution, the votes attaching to such ordinary shares will not be included or counted in the determination of the number of ordinary shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).

Proxies submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on Wednesday, July 1, 2026, to ensure your representation at our Meeting.

The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by book entries in your name so that you appear as a shareholder on the records of VStock Transfer, LLC (“VStock”) (i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of Meeting and the proxy card will be mailed to you by VStock. You may provide voting instructions by returning a proxy card. You also may attend the Meeting and vote in person, subject to our right to convert to a virtual only meeting format. If you own ordinary shares of record and you do not vote by proxy or in person at the Meeting, your shares will not be voted.

If you own shares in street name (i.e., you are a streets shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner” of shares held in “street name,” and as a result, this proxy statement, the notice of Meeting and the proxy card will be provided to you by your bank, brokerage firm, or other nominee holding the shares. You may provide voting instructions to them directly by returning a voting instruction form received from that institution. If you own ordinary shares in street name and attend the Meeting in person, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your shares in order to vote your shares at the Meeting and present your voting information card and subject to our right to convert to a virtual only meeting format.

Revocability of Proxies

Registered shareholders may revoke their proxy or change voting instructions before shares are voted at the Meeting by submitting a written notice of revocation to our Chief Financial Officer at ori@regentis.co.il or Regentis Biomaterials Ltd., 60 Medinat Hayehudim, Herzliya, Israel 4676652, Tel: +972 (9) 960-1917, or a duly executed proxy bearing a later date (which must be received by us no later than the date set forth below) or by attending the Meeting and voting in person. A beneficial owner owning ordinary shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the Meeting. If you are not planning to attend in person, to ensure your representation at our Meeting, revocation of proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be received by us no later than 11:59 p.m., Eastern Time, Wednesday, July 1, 2026.

Position Statement

To the extent you would like to submit a position statement with respect to the proposal described in this proxy statement pursuant to the Israeli Companies Law, 5759-1999 (the “Companies Law”), you may do so by delivery of appropriate notice to the offices of our attorneys, Amit, Pollak, Matalon & Co., (Attention: Ronen Kantor, Adv) located at APM House, 18 Raoul Wallenberg St., Building D, 6th floor, Ramat Hachayal, Tel Aviv, Israel, not later than ten days before the convening of the Meeting (i.e. Monday, June 22, 2026). Response of the Board to the position statement may be submitted not later than five days after the deadline for sending the position statement (i.e. Saturday, June 27, 2026).

Cost of Soliciting Votes for the Meeting

We will bear the cost of soliciting proxies from our shareholders. Proxies will be solicited by mail and may also be solicited in person, by telephone or electronic communication, by our directors, officers and employees.   We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their expenses in accordance with the regulations of the U.S. Securities and Exchange Commission (“SEC”) concerning the sending of proxies and proxy material to the beneficial owners of our shares.

Availability of Proxy Materials

Copies of the proxy card and voting instruction card, the Notice of the Annual General Meeting and this Proxy Statement are available at the “Investor Information” portion of our website, http://www.regentis.co.il. The contents of that website are not a part of this Proxy Statement.

Reporting Requirements

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, or Exchange Act, applicable to foreign private issuers. We fulfill these requirements by filing reports with the SEC. Our filings are available to the public on the Commission’s website at http://www.sec.gov.

As a foreign private issuer, we are exempt from the rules under the Securities Exchange Act, or Exchange Act of 1934, as amended, related to the furnishing and content of proxy statements. The circulation of this notice and proxy statement should not be taken as an admission that we are subject to the proxy rules under the Exchange Act.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

For information regarding compensation granted to our four most highly compensated Office Holders (as defined in the Companies Law) during or with respect to the year ended December 31, 2025, please see Item 6B. of our annual report on Form 20-F filed with the SEC on February 24, 2026, as amended on February 27, 2026, and accessible through the Company’s website at https://investors.regentis.co.il/ or through the SEC’s website www.sec.gov.

PROPOSAL 1-2:

RE-ELECTION OF DIRECTORS

Background

Under the Companies Law and our Articles of Association, as amended to date (the “Articles of Association”), the management of our business is vested in our Board of Directors. The Board of Directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. The Board shall delineate the policy of the Company and supervise the performance of the general manager and his activities.

Our Articles of Association provide that the number of directors (including outside directors) shall not be less than five (5) directors and no more than eight (8) directors. Our Board of Directors currently consists of six directors, including two external directors.

Our Articles of Association provide that the directors, other than outside directors (who shall be elected and serve in office in strict accordance with the provisions of the Companies Law, if so required by the Companies Law), shall be classified, with respect to the term for which they each severally hold office, into three classes, as nearly equal in number as practicable, designated as Class I, Class II and Class III. The term of office of the initial Class I directors shall expire at the first Annual General Meeting to be held in 2026 and when their successors are elected and qualified for a three (3) year period. The term of office of the initial Class II directors shall expire at the first Annual General Meeting at least one year following the Annual General Meeting referred to above (i.e., 2027) and when their successors are elected and qualified for a three (3) year period. The term of office of the initial Class III directors shall expire at the first Annual General Meeting at least one year following the Annual General Meeting referred to above (i.e., 2028) and when their successors are elected and qualified for a three (3) year period.

Directors (other than external directors) may be elected only in annual general meetings of our shareholders. At each annual general meeting of our shareholders, each of the successors elected to replace the director of a class whose term shall have expired at such annual general meeting of our shareholders shall be elected to hold office until the third annual general meeting of our shareholders next succeeding his election and until his respective successor shall have been elected and qualified. Notwithstanding anything to the contrary, each director shall serve until his successor is elected and qualified or until such earlier time as such director’s office is vacated.

Directors may not be dismissed from office by the Company’s shareholders or by the General Meeting prior to expiration of their term of office pursuant to the Articles of Association Article 30(b), and the provisions of Section 230(a) of the Companies Law in this regard shall not apply. This Article 30(b)   may only be amended, replaced or suspended by a resolution adopted at a General Meeting by a majority of 65% of the voting power represented at the General Meeting in person or by proxy and voting thereon. The directors do not receive any benefits upon the expiration of their term of office.

Dr. Ehud Geller and Mr. Efraim Cohen-Arazi serve as our Class I Directors until the close of the annual meeting to be held in 2026; Mr. Jeff Dykan and Mr. Keith Valentine serve as our Class II Directors until the close of the annual meeting to be held in 2027; and Mr. Pini Ben-Elazar and Ms. Susan Alpert serve as our Class III Directors until the close of the annual meeting to be held in 2028.

All of the members of our Board of Directors, other than external directors, may be re-elected for an unlimited number of terms upon completion of their then-current term of office.

The director nominees, whose professional backgrounds are provided below, have advised us that they are willing, able, and ready to serve as directors if re-elected. We do not have any understanding or agreement with respect to the future election of the named nominees.

Dr. Ehud Geller has served as the Chairman of our Board of Directors since 2007 and as our Chief Executive Officer since December 31, 2025. Mr. Geller has also served as the Chairman of the Board of Directors of PRF Technologies Ltd. (Nasdaq: PRFX) since November 2008, and served as its Interim Chief Executive Officer from June 2024   until March 2026. Since 1995, Dr. Geller has served as the General Partner of Medica Venture Partners. Between 1979 and 1985, Dr. Geller was President of the Pharmaceutical Division of Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) and Executive VP of the Teva Group. At Teva, he led the acquisition of Ikapharm Ltd. He served as the President and Chief Executive Officer of Interpharm Laboratories, Ltd. from 1985 to 1990. During these years he also served as head of the Israeli Pharmaceutical Manufacturers Association and as a Board Member on the Tel Aviv Stock Exchange. Dr. Geller has a B.Sc. degree in Chemical Engineering, an MBA degree from Columbia University/Drexel Institute and a Ph.D. degree in Pharmaceutical/Chemical Engineering from Drexel Institute, Philadelphia. Since 1995, he has been the General Partner of Medica Venture Partners. Mr. Geller was selected to serve on the board of directors as Chairman due to his significant experience leading and growing companies in the pharmaceutical industry and his significant leadership experience. His experience leading the Company’s management and the depth of his knowledge of our business enable him to provide valuable leadership on complex business matters that we face on an ongoing basis. Dr. Geller will devote approximately 50% of his time to the Company, as an executive Chairman and Chief Executive Officer, as he also is currently employed by Medica Venture Partners.

Mr. Efraim Cohen-Arazi has served as our director since December 2025.  Mr. Cohen-Arazi was the Co-Founder & Chief Executive Officer of Rainbow Medical, a leading Israeli medical device innovation house since 2008. From 2004 to 2006 Mr. Cohen-Arazi served as the Chief Executive Officer and Co-Founder of IntecPharma Ltd. and as Chairman of CollPlant Ltd. since 2006. Mr. Cohen-Arazi served as a director in numerous biotech/medtech companies since 2005, and currently serves as a director of PRF Technologies Ltd.   (Nasdaq: PRFX ) since 2020, and as its Interim Chief Executive Officer since March 2026. Mr. Cohen-Arazi was the Senior VP Head of Operations at Immunex Corporation in Seattle, Washington until 2002 when it was acquired by Amgen, where he served as VP and General Manager of the TO site in California. Mr. Cohen Arazi served at Merck-Serono Group in Switzerland and Israel between 1988 and 2000. Mr. Cohen-Arazi received a M.Sc. degree from the Hebrew University of Jerusalem, Israel 

Proposed Resolutions

We are proposing adoption by our shareholders of the following resolutions at the annual meeting:

“RESOLVED, that the re-election of Dr. Ehud Geller as a director of the Company, to serve until his term expires in accordance with his Class I designation be, and hereby is, approved in all respects.”

“RESOLVED, that the re-election of Mr. Efraim Cohen-Arazi as a director of the Company, to serve until his term expires in accordance with his Class I designation be, and hereby is, approved in all respects.”

Required Vote

Under the Companies Law and our Articles of Association, the affirmative vote of the holders of a majority of the ordinary shares represented at the annual meeting, in person or by proxy, entitled to vote and voting on the matter, is required to re-elect each director nominee named above. Each re-election will be voted on separately.

Board Recommendation

The Board of Directors recommends a vote FOR the re-election of each of the foregoing director nominees.

PROPOSALS 3-5:

GRANT OF OPTIONS TO SERVING DIRECTORS

Background

On May 28, 2026, upon the recommendation of the Compensation Committee, the Board of Directors approved, subject to shareholder approval, equity awards in the form of options to be granted to each of the three (3) non-executive directors of the Company (excluding the Chairman of the Board and the external directors): Mr. Jeff Dykan, Mr. Keith Valentine, and Mr. Efraim Cohen-Arazi (each, a “Participating Director”). The options will be granted under the Company’s 2024 Share Option Plan (the “Plan”) on the following terms:

Each Participating Director will be granted an option to purchase 24,826 ordinary shares of the Company at an exercise price of US$2.16 per share. The options have a term of ten years from grant and will vest in equal quarterly installments over a three (3) year period from the date of grant, subject to the Participating Director’s continued service on the Board through each applicable vesting date.

Proposed Resolutions

We are proposing adoption by our shareholders of the following resolutions at the annual meeting:

“RESOLVED, to approve the grant of 24,826 options to purchase 24,826 ordinary shares of the Company to Mr. Jeff Dykan, a serving director of the Company, upon the terms described above.”

“RESOLVED, to approve the grant of 24,826 options to purchase 24,826 ordinary shares of the Company to Mr. Keith Valentine, a serving director of the Company, upon the terms described above.”

“RESOLVED, to approve, subject to and conditioned upon the approval of Mr. Efraim Cohen-Arazi re-election as Class I director, the grant of 24,826 options to purchase 24,826 ordinary shares of the Company to Mr. Efraim Cohen-Arazi, a serving director of the Company, upon the terms described above.”

Required Vote

Under the Companies Law and our Articles of Association, the affirmative vote of the holders of a majority of the ordinary shares represented at the annual meeting, in person or by proxy, entitled to vote and voting on the matter, is required to approve each resolution under this proposal. Each resolution will be voted on separately.

Board Recommendation

The Board of Directors recommends a vote “FOR” approval of each of the proposed resolutions.

PROPOSAL 6:

TOP-UP GRANT OF OPTIONS TO MR. PINI BEN-ELAZAR

Background

On February 23, 2026, upon the recommendation of the Compensation Committee, the Board of Directors approved, subject to shareholder approval, a top-up option grant to Mr. Pini Ben-Elazar, a member of the Board of Directors, in order to rectify a prior miscalculation in the number of options originally granted to him.

Subsequent to the option grants awarded in January 2025 to Mr. Pini Ben-Elazar in connection with certain financing related to the Company’s initial public offering, it was determined that in order to rectify a prior miscalculation, thereby ensuring that Mr. Ben-Elazar would receive an amount equivalent to 1% of the Company’s equity on a pre-IPO basis, an adjustment to the number of options granted was necessary to provide a top-up.

Accordingly, Mr. Pini Ben-Elazar shall be entitled, subject to shareholder approval, to an additional grant of 8,313 fully vested options to purchase 8,313 ordinary shares, with a term of ten years from grant and   an exercise price of NIS 0.01, pursuant to Section 102 of the Income Tax Ordinance 5721-1961.

Proposed Resolution

We are proposing adoption by our shareholders of the following resolution at the annual meeting:

“RESOLVED, to approve the grant of 8,313 fully vested options to purchase 8,313 ordinary shares to Mr. Pini Ben-Elazar, with an exercise price of NIS 0.01, upon the terms described above.”

Required Vote

Under the Companies Law and our Articles of Association, the affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to approve this proposal.

Board Recommendation

The Board of Directors recommends a vote “FOR” approval of the proposed resolution.

PROPOSALS 7-8:

ISSUANCE OF WARRANTS TO CERTAIN LENDERS

Background

On February 23, 2026, our Compensation Committee and Board of Directors approved, subject to shareholder approval, the issuance of warrants to certain lenders, including related parties, who previously extended loans to the Company.

Certain warrants previously issued to lenders in connection with loans extended to the Company were structured to either expire or become exercisable upon the consummation of a specified special purpose acquisition company transaction. However, as such transaction was not consummated, such warrants consequently expired in accordance with their terms.

In light of these circumstances, the Board of Directors deemed it appropriate to issue replacement three-year warrants to certain lenders, including the following related parties as follows:

Dr. Ehud Geller: warrants to purchase 31,250 ordinary shares at an exercise price of NIS 0.01 and Mr. Jeff Dykan: warrants to purchase 12,500 ordinary shares at an exercise price of NIS 0.01.

Proposed Resolutions

We are proposing adoption by our shareholders of the following resolutions at the annual meeting:

“RESOLVED, to approve the issuance of an aggregate of warrants to purchase 31,250 ordinary shares to Dr. Ehud Geller and, with an exercise price of NIS 0.01, upon the terms described above.”

“RESOLVED, to approve the issuance of an aggregate of warrants to purchase 12,500 ordinary shares to Mr. Jeff Dykan, with an exercise price of NIS 0.01, upon the terms described above.”

Required Vote

Under the Companies Law and our Articles of Association, the affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to approve each resolution under this proposal. Each resolution will be voted on separately.

Board Recommendation

The Board of Directors recommends a vote “FOR” approval of each of the proposed resolutions.

PROPOSAL 9:

ADOPTION OF COMPENSATION POLICY

Background

The Companies Law requires all public Israeli companies, including companies whose shares are only listed outside of Israel, to adopt a written compensation policy, which sets forth their policy regarding the terms of office and employment of office holders, including compensation, equity awards, severance and other benefits, as well as indemnification undertakings and exemption from liability. The compensation policy must be approved by the board of directors, after considering the recommendations of the compensation committee of the Company. The compensation policy must also be approved by the shareholders of the Company as prescribed in the Companies Law.

In accordance with the requirements of the Companies Law, our compensation committee reviewed and adopted a written compensation policy for our executives, which sets forth our policy regarding the terms of office and employment of office holders as prescribed under the Companies Law. A copy of the proposed Compensation Policy is attached as Annex A to this Proxy Statement. Our board of directors subsequently approved the policy and recommended that it be adopted by the shareholders.

Proposed Resolution

We are proposing adoption by our shareholders of the following resolution at the annual meeting:

“RESOLVED, that the Compensation Policy in the form attached as Annex A to the Proxy Statement, dated May 28, 2026, with respect to the Meeting, be, and hereby is, approved in all respects.”

Required Vote

Under the Companies Law, the affirmative vote of the holders of a majority of the ordinary shares represented at the annual meeting, in person or by proxy, entitled to vote and voting on the matter, is required for this proposal. In addition, the shareholders’ approval must either include at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders nor are they shareholders who have a personal interest in the approval of the forgoing resolution, or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against the forgoing resolution must not represent more than 2% of the outstanding ordinary shares.

Please note that according to the Exemption Regulations for Companies Listed Abroad by signing and submitting the attached Proxy Card, you as a shareholder declare and approve that you neither are a controlling shareholder nor have a personal interest in the adoption of any of the forgoing resolutions except if you notified the Company of such in writing. If you believe that you have a personal interest in any of the forgoing resolutions, and you wish to inform the Company of such personal interest, you should submit such information in advance of voting to the Company at its registered offices at Regentis Biomaterials Ltd., 60 Medinat Hayehudim, Herzliya, Israel 4676652, to the attention of the Chief Financial Officer.

Board Recommendation

The Board of Directors recommends a vote “FOR” approval of the proposed resolution.

PROPOSAL 10:

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AND

AUTHORIZATION OF THE BOARD, UPON THE RECOMMENDATION OF THE AUDIT

COMMITTEE, TO DETERMINE THE AUDITORS’ REMUNERATION TO BE FIXED IN

ACCORDANCE WITH THE VOLUME AND NATURE OF THEIR SERVICES TO THE COMPANY 

FOR SUCH FISCAL YEAR

Background

It is proposed to approve the re-appointment of Deloitte Israel & Co., certified public accountants in Israel, as the Company’s independent auditors for the fiscal year ending December 31, 2026, and to authorize the Company’s Board of Directors, upon the recommendation of the Audit Committee, to determine the Auditors’ remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year.

The following table provides information regarding fees paid or to be paid by us to Deloitte Israel & Co., for all services, including audit services, for the years ended December 31, 2025 and 2024:

Proposed Resolution

We are proposing adoption by our shareholders of the following resolution at the annual meeting:

“RESOLVED, to approve the re-appointment of Deloitte Israel & Co., Certified Public Accountants (Isr.), as the Company’s registered public accounting firm for the year ending December 31, 2026 and until the Company’s next annual general meeting of shareholders, and to authorize the audit committee to fix such accounting firm’s compensation.”

Required Vote

Under the Israeli Companies Law and our Articles of Association, the affirmative vote of the holders of a majority of the ordinary shares represented at the annual meeting, in person or by proxy, entitled to vote and voting on the matter, is required for this proposal.

Board Recommendation

The Board of Directors recommends a vote “FOR” approval of the proposed resolution.

OTHER BUSINESS

Other than as set forth above, as of the mailing of this proxy statement, management knows of no business to be transacted at the Meeting, but, if any other matters are properly presented at the Meeting, the persons named in the attached form of proxy will vote upon such matters in accordance with their best judgment.

Annex A

Regentis Biomaterials Ltd.

(hereinafter: “the Company”)

COMPENSATION POLICY

FOR OFFICE HOLDERS

Date of approval of General Meeting: _________________ 2026

Contents

Regarding this clause: “Similar” a deviation of 50%, above or below, in all the comparative criteria for the relevant data of the Company will also be taken into account.

An Active Chairman of the Board will be entitled to fixed compensation as specified in paragraph 5.1 above. If necessary, at the Compensation Committee’s discretion, a comparison will be made to the average salary in the relevant market for a similar role in similar companies when determining the compensation for the Chairman of the Board of Directors, as applicable. It should be clarified, however, that the Chairman of the Board will be entitled to different fixed compensation from other Board of Director members serving in the Company only when he is serving as an ‘Active Chairman of the Board of Directors’, i.e. where his areas of responsibility and role are also in ongoing work in the Company, such as meetings with investors, active involvement in the daily life of the Company etc. and all in accordance with an employment / services agreement that the Company signed/will sign therewith.

All the benefits and related terms detailed below are the maximum benefits and terms.

Granting bonuses to officers and an Active Chairman of the Board is intended to provide officers and the Active Chairman of the Board with incentives to achieve targets and objects which contribute in the long-term to achieve the Company’s business targets and strategic plans, as determined from time to time by the Company’s Board of Directors. The Company’s success creates an identity of interests with the officers serving in it, as its success is also their success.

The Company’s Board of Directors, after receiving recommendations from the Compensation Committee may determine, every year, a bonus plan for the Company’s officers and Active Chairman of the Board of directors, which will be based on the annual budget approved by the Board and all as set forth below:

The weight given to the all-inclusive Company target will be between 30% - 50% of the total bonus.

The weight given to the all-inclusive Company target will be between 30% - 50% of the total bonus.

The weight given to the discretion of the manager will not exceed 20% of the total bonus.

Notwithstanding paragraph 7.5 above, the Compensation Committee and the Company Board may authorize the granting of a grant that shall not exceed the maximum grant as specified in paragraph 7.4.3 above to an officer who is subordinate to the CEO, according to criteria which are not measurable pursuant to the provisions of the First Appendix A of the Companies Law.

The Company’s Board of Directors, with the recommendation of the Compensation Committee will be entitled to grant a one-time bonus to an officer for a significant event or events in the Company which are not included in the targets as specified in paragraph 7.5 above. The amount of the one-time bonus will not exceed (3) times the amount of the fixed compensation (monthly). In the event of a change in control in the Company, directors in the Company will be entitled to receive a one-time bonus up to the fixed annual compensation amount of the directors.

As part of the terms of tenure and employment of officers in the Company, the Company may combine in its compensation package a capital compensation component. A component of this type is an incentive for the officers, by their participation in the profits and economic success of the Company. In addition, this compensation contributes to increasing the officer’s identification with the Company, so that the officer will remain in it and see it as his future. The capital compensation creates a certain inspiration among the officers, who aspire to be part of the Company’s success and receive part of its profits. The capital compensation component also enables the Company to employ skilled people while spreading the salary burden so that it limits the cash flow burden on the Company. The capital compensation component, while reducing the burden of expenses, enables the Company to free investments and take risks, which are defined by the Company’s Board by entering into additional and new projects.

From recognizing the advantages of the capital compensation component as part of the total salary package to officers in the Company, the Company may combine in the compensation package of officers in it with a capital compensation component, all in accordance with the following:

In the event of dismissal of an officer by the Company (not due to “grounds” as defined in the employment/services agreement signed / which will be signed with the officer) or in the event of resignation of the officer in the Company in circumstances which require severance pay in accordance with the Law, in addition to the severance pay that the Company is obligated to pay to the officer by Law, the Company may, with the approval of the Compensation Committee and the Board of Directors, also pay the officer the following payments: