As filed with the Securities and Exchange Commission
on March 25, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CollPlant Biotechnologies Ltd.
(Exact name of registrant as specified in its charter)
| State of Israel |
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Not Applicable |
| (state or other jurisdiction of |
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(IRS employer |
| incorporation or organization) |
|
Identification No.) |
4 Oppenheimer, Weizmann Science Park
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
Newark, Delaware
+1 302 738 6680
(Name and address of agent for service)
Copies to:
|
Mark S. Selinger, Esq.
Gary Emmanuel, Esq.
Eyal Peled, Esq.
McDermott Will & Emery LLP
One Vanderbilt Avenue
New York, NY 10017
(212) 547 5400 |
Adva Bitan, Adv.
Gross & 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 ☐ |
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Accelerated filer ☒ |
| Non-accelerated filer ☐ | |
Smaller reporting company ☐ |
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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. ☒
EXPLANATORY NOTE
The purpose of this Registration
Statement on Form S-8 (this “Registration Statement”) is for CollPlant Biotechnologies Ltd. (the “Registrant”)
to register an additional 277,403 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 August 28, 2020, are incorporated herein by reference and the
information required by Part II is omitted, except as supplemented by the information set forth below.
PART I
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. |
PART II
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:
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(a) |
the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021; |
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(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.
SIGNATURES
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 25th day of March 2022.
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COLLPLANT BIOTECHNOLOGIES LTD. |
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By: |
/s/
Eran Rotem |
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Name: |
Eran Rotem |
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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.
| Signatures
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Title
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Date
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| /s/
Yehiel Tal |
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Chief
Executive Officer (Principal Executive Officer) |
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March 25,
2022 |
| Yehiel
Tal |
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| /s/
Eran Rotem |
|
Deputy CEO and Chief
Financial Officer |
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March 25,
2022 |
| Eran
Rotem |
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(Principal Financial
and Accounting Officer) |
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| /s/
Roger Pomerantz |
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Chairman of
the Board |
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March 25,
2022 |
| Roger
Pomerantz |
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| /s/
Abraham Havron |
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Director |
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March 25,
2022 |
| Abraham
Havron |
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| /s/
Gili Hart |
|
Director |
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March 25,
2022 |
| Gili
Hart |
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| /s/
Elan Penn |
|
Director |
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March 25,
2022 |
| Elan
Penn |
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| /s/
Joseph Zarzewsky |
|
Director |
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March 25,
2022 |
| Joseph
Zarzewsky |
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| /s/
Hugh Evans |
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Director |
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March 25,
2022 |
| Hugh
Evans |
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| /s/
Alisa Lask |
|
Director |
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March 25,
2022 |
| Alisa
Lask |
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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 25th day of March 2022.
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PUGLISI & ASSOCIATES |
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By: |
/s/
Donald J. Puglisi |
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Donald J. Puglisi |
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Managing Director |
4
Exhibit 5.1
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Tel Aviv, March 25, 2022 |
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Our ref: 15981.0 |
CollPlant Biotechnologies Ltd.
4 Oppenheimer Street
Weizmann Science Park
Rehovot 7670104
Israel
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as the Israeli counsel to CollPlant
Biotechnologies Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with
its filing of a registration statement on Form S-8 on March 25, 2022 (the “Registration Statement”), under the Securities
Act of 1933, as amended, relating to the registration of 277,403 additional ordinary shares of the Company, ILS 1.50 par value (the “Plan
Shares”), for future issuance under the Company’s Share Ownership and Option Plan (2010), as amended (the “2010
Plan”).
In our capacity as counsel to the Company, we have
examined originals or copies, satisfactory to us, of the Company’s (i) articles of association of the Company, as amended, (ii)
the 2010 Plan, and (iii) resolutions of the Company’s board of directors. In such examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to such opinion, to the
extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of
officers or other representatives of the Company. We are admitted to practice law in the State of Israel and the opinion expressed herein
is expressly limited to the laws of the State of Israel.
On the basis of the foregoing, we are of the opinion
that the additional 277,403 additional Plan Shares being registered pursuant to the Registration Statement, when issued and paid for in
accordance with the 2010 Plan, pursuant to agreements with respect to the 2010 Plan, and pursuant to the terms of the awards that may
be granted under the 2010 Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
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Very Truly Yours, |
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/s/ Gross & Co. |
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Gross & Co. |