COLLPLANT BIOTECHNOLOGIES ANNOUNCES $2.0 MILLION REGISTERED DIRECT OFFERING

Rhea-AI Summary

CollPlant (NASDAQ: CLGN) entered a definitive agreement for a registered direct offering of 1,600,000 ordinary shares at $1.25 per share for gross proceeds of approximately $2.0 million. Concurrently, unregistered Series A and B warrants to purchase up to 1,600,000 shares each will be issued.

The Series A warrants have a $1.25 exercise price and expire five years after the effective registration date; Series B warrants have a $1.25 exercise price and expire 18 months after that date. The offering is expected to close on or about February 6, 2026, with H.C. Wainwright as placement agent.

Positive

• Gross proceeds of approximately $2.0 million from the registered direct offering
• Warrants exercisable immediately could provide additional capital upon exercise
• Registered shares offered under an effective Form F-3 shelf (declared effective Jan 16, 2026)

Negative

• Potential issuance of up to 4,800,000 ordinary shares (1,600,000 offered plus 3,200,000 underlying warrants)
• Immediate exercisability of warrants creates near-term dilution risk for existing shareholders
• Offering proceeds of $2.0 million may be limited relative to capital needs for R&D and operations

News Market Reaction

-53.42% 36.2x vol

32 alerts

-53.42% News Effect

-63.1% Trough in 11 hr 28 min

-$24M Valuation Impact

$21M Market Cap

36.2x Rel. Volume

On the day this news was published, CLGN declined 53.42%, reflecting a significant negative market reaction. Argus tracked a trough of -63.1% from its starting point during tracking. Our momentum scanner triggered 32 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $24M from the company's valuation, bringing the market cap to $21M at that time. Trading volume was exceptionally heavy at 36.2x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $2.0 million Shares offered: 1,600,000 shares Offering price: $1.25 per share +5 more

8 metrics

Gross proceeds $2.0 million Expected gross proceeds from registered direct offering before fees

Shares offered 1,600,000 shares Ordinary shares in registered direct offering at fixed price

Offering price $1.25 per share Purchase price for ordinary shares in registered direct offering

Series A warrants 1,600,000 warrants Unregistered Series A warrants issued in concurrent private placement

Series B warrants 1,600,000 warrants Unregistered Series B warrants issued in concurrent private placement

Warrant exercise price $1.25 per share Exercise price for both Series A and Series B warrants

Series A term 5 years Expiry after effective date of registration statement

Series B term 18 months Expiry after effective date of registration statement

Market Reality Check

Price: $0.7999 Vol: Volume 13,587 vs 20-day a...

low vol

$0.7999 Last Close

Volume Volume 13,587 vs 20-day average 20,660, indicating below-average trading activity ahead of the offering news. low

Technical Shares trade below the 200-day MA of 2.09 with a pre-news price of 1.61, reflecting a weak longer-term trend.

Peers on Argus

CLGN is down 4.17% pre-offering. Peers show mixed moves: CASI (-2.84%), SNTI (-9...

CLGN is down 4.17% pre-offering. Peers show mixed moves: CASI (-2.84%), SNTI (-9.08%), LSB (-20.62%) lower, while DYAI (+0.68%) and MRSN (+0.62%) are higher, pointing to stock-specific pressure rather than a uniform biotech move.

Previous Offering Reports

1 past event · Latest: May 30 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
May 30	Capital raise	Negative	-30.0%	Registered direct equity offering with concurrent warrants for general corporate purposes.

Pattern Detected

The only prior tagged offering over the past year saw a sharply negative reaction, suggesting equity raises have coincided with notable downside moves.

Recent Company History

Over recent months, CollPlant combined technical and commercial progress with ongoing funding needs. A prior May 30, 2025 registered direct offering led to a -29.96% move. Subsequent updates covered logistics expansion in North America, positive bioink performance versus Matrigel®, and a first-in-kind 3D bioprinted skin model, alongside Q3 2025 results showing higher revenue but continued losses and cost cuts. Today’s offering fits the pattern of raising capital alongside R&D and commercialization efforts.

Historical Comparison

offering

-30.0 %

Average Historical Move

Historical Analysis

In the past year, CLGN reported 1 offering-tagged event with an average move of -29.96%, indicating past equity raises coincided with substantial downside reactions.

Typical Pattern

Historical capital-raising activity includes a prior registered direct offering with concurrent warrants, similar in structure to the current financing.

Market Pulse Summary

The stock dropped -53.4% in the session following this news. A negative reaction despite the capital...

Analysis

The stock dropped -53.4% in the session following this news. A negative reaction despite the capital infusion fits the pattern of the prior offering-tagged event, which saw a -29.96% move. Markets often focus on dilution and warrant overhang when new equity is issued, particularly for stocks already trading well below their 52-week high of 4.98. With a weak technical backdrop and added supply, past behavior suggests that financing-related declines may be pronounced, even when proceeds support ongoing R&D and operations.

Key Terms

registered direct offering, private placement, warrants, exercise price, +4 more

8 terms

registered direct offering financial

"ordinary shares at a purchase price of $1.25 per share in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"In addition, in a concurrent private placement, the Company will issue unregistered series A warrants"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"the Company will issue unregistered series A warrants to purchase up to 1,600,000 ordinary shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The series A warrants will have an exercise price of $1.25 per share, will be exercisable immediately"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

prospectus supplement regulatory

"A final prospectus supplement and the accompanying base prospectus relating to, and describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

form f-3 regulatory

"registration statement on Form F-3 (File No. 333-292640) originally filed with the U.S. Securities"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

regulation d regulatory

"private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

section 4(a)(2) regulatory

"concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

AI-generated analysis. Not financial advice.

REHOVOT, Israel, Feb. 5, 2026 /PRNewswire/ -- CollPlant Biotechnologies (NASDAQ: CLGN), a regenerative and aesthetics medicine company developing innovative technologies and products based on its non-animal-derived, rhCollagen for tissue regeneration and medical aesthetics, today announced that it has entered into a definitive agreement for the issuance and sale of an aggregate of 1,600,000 of the Company's ordinary shares at a purchase price of $1.25 per share in a registered direct offering. In addition, in a concurrent private placement, the Company will issue unregistered series A warrants to purchase up to 1,600,000 ordinary shares and unregistered series B warrants to purchase up to 1,600,000 ordinary shares. The series A warrants will have an exercise price of $1.25 per share, will be exercisable immediately and will expire five years after the effective date of a registration statement registering the shares issuable upon exercise of the warrants. The series B warrants will have an exercise price of $1.25 per share, will be exercisable immediately and will expire eighteen months after the effective date of a registration statement registering the shares issuable upon exercise of the warrants. The offering is expected to close on or about February 6, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses payable by the Company, are expected to be approximately $2.0 million. CollPlant intends to use the net proceeds for general corporate purposes, which may include but are not limited to, working capital and funding its research and development programs.

The ordinary shares (but not the warrants offered in the concurrent private placement or the ordinary shares underlying such warrants) are being offered by CollPlant pursuant to a "shelf" registration statement on Form F-3 (File No. 333-292640) originally filed with the U.S. Securities and Exchange Commission (the "SEC") on January 9, 2026 and declared effective by the SEC on January 16, 2026. The ordinary shares to be issued in the registered direct offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to, and describing the terms of, the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus relating to the registered direct offering, when available, may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the ordinary shares underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About CollPlant

CollPlant is a regenerative and aesthetic medicine company focused on 3D bioprinting of tissues and organs, and medical aesthetics. The Company's products are based on its rhCollagen (recombinant human collagen) produced with CollPlant's proprietary plant-based genetic engineering technology. These products address indications for the diverse fields of tissue repair, aesthetics, and organ manufacturing, and are ushering in a new era in regenerative and aesthetic medicine.

In 2021, CollPlant entered into a development and global commercialization agreement for dermal and soft tissue fillers with Allergan, an AbbVie company, the global leader in the dermal filler market.

For more information about CollPlant, visit http://www.collplant.com.

Forward-Looking Statements

This press release may include forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the completion of the registered direct offering, the satisfaction of customary closing conditions related to the registered direct offering, the intended use of proceeds from the registered direct offering, statements relating to CollPlant's objectives plans and strategies and cash runway, as well as statements, other than historical facts, that address activities, events or developments that CollPlant intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as "believes," "hopes," "may," "anticipates," "should," "intends," "plans," "will," "expects," "estimates," "projects," "positioned," "strategy" and similar expressions and are based on assumptions and assessments made in light of management's experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Many factors could cause CollPlant's actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the following: the Company's history of significant losses, its need to raise additional capital and its inability to obtain additional capital on acceptable terms, or at all; the Company's expectations regarding the costs and timing of commencing and/or concluding pre-clinical and clinical trials with respect to breast implants, tissues and organs which are based on its rhCollagen based BioInk and other products for medical aesthetics, and specifically the Company's ability to initiate its next large-animal study for its breast implants in a timely manner, or at all; the Company's or its strategic partners' ability to obtain favorable pre-clinical and clinical trial results; regulatory action with respect to rhCollagen based bioink and medical aesthetics products or product candidates including, but not limited to acceptance of an application for marketing authorization review and approval of such application, and, if approved, the scope of the approved indication and labeling; commercial success and market acceptance of the Company's rhCollagen based products, in 3D bioprinting and medical aesthetics; the Company's ability to establish sales and marketing capabilities or enter into agreements with third parties and its reliance on third party distributors and resellers; the Company's ability to establish and maintain strategic partnerships and other corporate collaborations, including its partnership with AbbVie and its ability to continue to receive milestone and royalties payments under the AbbVie agreement; the Company's reliance on third parties to conduct some or all aspects of its product development and manufacturing; the scope of protection the Company is able to establish and maintain for intellectual property rights and the Company's ability to operate its business without infringing the intellectual property rights of others; current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk; the impact of competition and new technologies; general market, political, and economic conditions in the countries in which the Company operates, including, with respect to the ongoing war in Israel, projected capital expenditures and liquidity, changes in the Company's strategy, and litigation and regulatory proceedings. More detailed information about the risks and uncertainties affecting CollPlant are contained under the heading "Risk Factors" included in CollPlant's most recent annual report on Form 20-F filed with the SEC, and in other filings that CollPlant has made and may make with the SEC in the future. The forward-looking statements contained in this press release are made as of the date of this press release and reflect CollPlant's current views with respect to future events, and CollPlant does not undertake and specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts
CollPlant:
Eran Rotem
Deputy CEO & CFO
Tel: + 972-73-2325600
Email: Eran@collplant.com 

 

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SOURCE CollPlant

FAQ

What is CollPlant (CLGN) offering in the February 2026 registered direct transaction?

CollPlant is offering 1,600,000 ordinary shares at $1.25 per share in a registered direct offering. According to the company, gross proceeds are expected to be approximately $2.0 million, before placement agent fees and offering expenses.

What warrants are being issued alongside CollPlant's CLGN offering and when do they expire?

CollPlant will issue Series A and Series B unregistered warrants, each to purchase up to 1,600,000 shares. According to the company, Series A expires five years after the registration effective date and Series B expires 18 months after that date.

When is the CollPlant (CLGN) offering expected to close and who is the placement agent?

The offering is expected to close on or about February 6, 2026. According to the company, H.C. Wainwright & Co. is acting as the exclusive placement agent for the transaction.

How does CollPlant (CLGN) plan to use the net proceeds from the $2.0 million offering?

CollPlant intends to use net proceeds for general corporate purposes, including working capital and funding research and development programs. According to the company, this use is subject to corporate discretion and customary allocation decisions.

How many additional shares could be created if all CollPlant (CLGN) warrants are exercised?

If all warrants are exercised, up to 3,200,000 additional ordinary shares could be issued from the two warrant series. According to the company, those underlying shares are unregistered and subject to registration or applicable exemptions.