As filed with the Securities and Exchange Commission on August 28, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
THE SECURITIES ACT OF 1933
CollPlant Biotechnologies Ltd.
(Exact name of registrant as specified in its charter)
|State of Israel||Not Applicable|
|(state or other jurisdiction of||(IRS employer|
|incorporation or organization)||Identification No.)|
4 Oppenheimer, Weizmann Science Par
Rehovot 7670104, Israel
(Address of Principal Executive Offices) (Zip Code)
Share Ownership and Option Plan (2010)
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
+1 302 738 6680
(Name and address of agent for service)
Mark S. Selinger, Esq.
Gary Emmanuel, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, NY 10173
(212) 547 5400
Perry Wildes, Adv.
Adva Bitan, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg,
Shenhav & Co.
One Azrieli Center, Round Building
Tel Aviv 6701101, Israel
+972 3 607 4520
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer ☐||Accelerated filer ☐|
|Non-accelerated filer ☒||Smaller reporting company ☐|
|Emerging growth company ☒|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
|Title of Securities to be Registered||Amount to be|
Offering Price Per Security(2)
Aggregate Offering Price
|Ordinary shares, par value NIS 1.50 per share, reserved for issuance pursuant to the CollPlant Biotechnologies Ltd. Share Ownership and Option Plan (2010) (1)||285,672||$||9.08||(3)||$||2,593,901.76||$||336.69|
|Ordinary shares, par value NIS 1.50 per share, reserved for issuance pursuant to options outstanding the CollPlant Biotechnologies Ltd. Share Ownership and Option Plan (2010) (1)||731,340||$||8.53||(4)||$||6,238,330.20||$||809.74|
|(1)||American Depository Shares (“ADSs”), evidenced by American Depository Receipts (“ADRs”), issuable upon deposit of ordinary shares, NIS 1.50 par value, of CollPlant Biotechnologies Ltd. (the “Registrant”) are registered on a separate registration statement on Form F-6 (File No. 333-202206). Each ADS represents one (1) Ordinary Share.|
|(2)||Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover any additional ordinary shares that become issuable under the CollPlant Biotechnologies Ltd. Share Ownership and Option Plan (2010) (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.|
|(3)||Estimated solely for purposes of calculating the filing fee pursuant to Rule 457 (c) and (h), the aggregate offering price and the fee have been computed upon the basis of the average of the high and low prices per share of the registrant’s American Depositary Shares as reported on the NASDAQ Capital Market on August 25, 2020.|
|(4)||Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act based on $8.53, the weighted average exercise price per ordinary share (rounded to the nearest cent) of the outstanding option awards under the Plan.|
The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is for CollPlant Biotechnologies Ltd. (the “Registrant”) to register an additional 1,017,012 ordinary shares, par value NIS 1.50, for issuance under the Registrant’s Share Ownership and Option Plan (2010) (the “Plan”).
In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (File No. 333-229163), filed with the Securities and Exchange Commission (the “Commission”) on January 8, 2019, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information. *
|*||The documents containing the information specified in this Part I of Form S-8 (plan information and Registrant information and employee plan annual information) will be sent or given to employees as specified by the Commission pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.|
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with or furnished to the SEC by the registrant, are incorporated herein by reference into this Registration Statement:
|(a)||the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019;|
|(b)||the Registrant’s Reports on Form 6-K filed with the SEC on April 7, 2020, May 14, 2020 , May 27, 2020 and August 28, 2020 (in each case to the extent expressly incorporated by reference into the Registrant’s effective registration statements filed by it under the Securities Act); and|
|(c)||the description of the Registrant’s ordinary shares, par value NIS 1.50 per share, included in the registration statement on Form 8-A filed on January 29, 2018 (File No. 001-38370) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.|
All documents or reports subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and to the extent designated therein, certain reports on Form 6-K, furnished by the registrant, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents or reports. Any statement in a document or report incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document or report which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS.
|EXHIBIT NO.||DESCRIPTION OF DOCUMENT|
|3.1||Memorandum of Association of the Registrant (unofficial English translation from Hebrew original) (included as Exhibit 3.1 to our Registration Statement on Form F-1 as filed with the SEC on October 21, 2016, and incorporated herein by reference).|
|3.2||Amended and Restated Articles of Association of the Registrant, as currently in effect (unofficial English translation from Hebrew original) (included as Exhibit 3.2 to our Registration Statement on Form F-1 as filed with the SEC on October 21, 2016, and incorporated herein by reference).|
|5.1*||Opinion of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co. as to the legality of the securities being registered|
|23.2*||Consent of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co. (included in Exhibit 5.1)|
|24.1*||Power of Attorney (included on the signature page of this Registration Statement)|
|99.1||Employee Share Ownership and Option Plan (2010) (included as Exhibit 99.4 to our Form 6-K as filed with the SEC on April 7, 2020, and incorporated herein by reference).|
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rehovot, Israel, on the 28th day of August 2020.
|COLLPLANT BIOTECHNOLOGIES LTD.|
|By:||/s/ Eran Rotem|
|Title:||Deputy CEO and Chief Financial Officer|
POWER OF ATTORNEY
We, the undersigned officers and directors of CollPlant Biotechnologies Ltd., hereby severally constitute and appoint Yehiel Tal and Eran Rotem and each of them, as our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
|/s/ Yehiel Tal||Chief Executive Officer (Principal Executive Officer)||August 28, 2020|
|/s/ Eran Rotem||Deputy CEO and Chief Financial Officer||August 28, 2020|
|Eran Rotem||(Principal Financial and Accounting Officer)|
|/s/ Roger Pomerantz||Chairman of the Board||August 28, 2020|
|/s/ Abraham Havron||Director||August 28, 2020|
|/s/ Gili Hart||Director||August 28, 2020|
|/s/ Elan Penn||Director||August 28, 2020|
|/s/ Joseph Zarzewsky||Director||August 28, 2020|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of CollPlant Biotechnologies Ltd., has signed this registration statement on this 28th day of August 2020.
|PUGLISI & ASSOCIATES|
|By:||/s/ Donald J. Puglisi|
|Donald J. Puglisi|