As filed with the Securities and Exchange Commission
on April 18, 2023
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) |
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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:
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Mark S. Selinger, Esq.
Gary Emmanuel, Esq.
Eyal Peled, Esq.
Greenberg Traurig, LLP
One Vanderbilt Avenue
New York, NY 10017-3852
Telephone: 212.801.9221 |
Adva Bitan, Adv.
Goldfarb Gross Seligman & 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 ☐ |
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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 200,000 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 Statement 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.
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:
| (a) | the
Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022; |
| (b) | the Registrant’s
Reports on Form 6-K filed with the SEC on January
3, 2023, January 4,
2023, January 24,
2023, March 29, 2023, April 4, 2023 and
April 11, 2023 (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.
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 18th day of April 2023.
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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 |
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April 18, 2023 |
| Yehiel Tal |
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Officer) and director |
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| /s/ Eran Rotem |
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Deputy CEO and Chief Financial Officer |
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April 18, 2023 |
| 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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April 18, 2023 |
| Roger Pomerantz |
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| /s/ Abraham Havron |
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Director |
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April 18, 2023 |
| Abraham Havron |
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| /s/ Gili Hart |
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Director |
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April 18, 2023 |
| Gili Hart |
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| /s/ Elan Penn |
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Director |
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April 18, 2023 |
| Elan Penn |
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| /s/ Joseph Zarzewsky |
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Director |
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April 18, 2023 |
| Joseph Zarzewsky |
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| /s/ Hugh Evans |
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Director |
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April 18, 2023 |
| Hugh Evans |
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| /s/ Alisa Lask |
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Director |
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April 18, 2023 |
| 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 18th day of April 2023.
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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 |
Exhibit 5.1
Tel Aviv, April 18, 2023
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 April 18, 2023 (the “Registration Statement”), under the Securities
Act of 1933, as amended, relating to the registration of 200,000 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) a resolution 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 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/ Goldfarb Gross Seligman
& Co. |
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Goldfarb Gross Seligman
& Co. |
