B Communication — AGM Information 2019

Apr 7, 2019

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 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 April 2019

B Communications Ltd. (Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel (Address of Principal Executive Office)

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 ☒ 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): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

B Communications Ltd.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 Update Regarding the Extraordinary General Held on April 7, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

B Communications Ltd. (Registrant)

By /s/ Ami Barlev

Ami Barlev Chief Executive Officer

Date: April 7, 2019

EXHIBIT NO. DESCRIPTION

99.1 Update Regarding the Extraordinary General Meeting Held on April 7, 2019.

Re: Results of Extraordinary General Meeting

Ramat Gan, Israel – April 7, 2019 – B Communications Ltd. (the "Company") (NASDAQ Global Select Market and TASE: BCOM).

The Company reports that an Extraordinary General Meeting of Shareholders was held on April 7, 2019 at 2 Dov Friedman Street, Ramat Gan, Israel.

The proposal to increase our registered capital, and to amend our articles of association to reflect the increase, was not approved.

For further details and information, please refer to the Company's Proxy Statement, as was published with respect to the Extraordinary General Meeting on February 19, 2019 (and to the Company's report on Form 6-K on March 6, 2019).

Forward-Looking Statements

This report contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments, the failure to manage growth and other risks detailed from time to time in B Communications' filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forwardlooking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.