UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 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 July 2026
Commission File Number 001-38370
CollPlant Biotechnologies Ltd.
(Exact name of registrant as specified in its charter)
4 Oppenheimer St, Weizmann Science Park
Rehovot 7670104, 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 ☐
This Form 6-K including the press release attached
hereto is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File No. 333-229163,
333-248479, 333-263842,
333-271320 and 333-279791)
and Form F-3 (File No. 333-238731
and 333-292640), to be a part
thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
On June 29, 2026, CollPlant Biotechnologies Ltd.
(the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
and accredited investors providing for the issuance and sale, in a private placement offering (the “Offering”), of an aggregate
of 7,647,061 ordinary shares, par value NIS 1.50, of the Company (“Ordinary Shares” and such Ordinary Shares issued in the
Offering, the “Shares”) or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants” and the Ordinary Shares
issuable upon exercise thereof, the “Pre-Funded Warrant Shares”), unregistered series A warrants to purchase up to 7,647,061
ordinary shares and unregistered series B warrants to purchase up to 15,294,122 ordinary shares, at a combined purchase price of $0.34
per ordinary share and accompanying warrants (or $0.3399 per Pre-Funded Warrant and accompanying warrants) (the series A warrants together
with the series B warrants, the “Ordinary Warrants” and together with the Pre-Funded Warrants, the “Warrants”,
and the Ordinary Shares issuable upon exercise of the Ordinary Warrants, the “Ordinary Warrant Shares,” and together with
the Pre-Funded Warrant Shares, the “Warrant Shares”). The series A warrants will have an exercise price of $0.34 per share,
will be exercisable on the date of shareholder approval (the “Shareholder Approval Date”) and will expire two 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 $0.34 per share, will be exercisable on the Shareholder Approval Date and will expire five years after the effective
date of a registration statement registering the shares issuable upon exercise of the warrants. The Pre-funded Warrants have an
exercise price of $0.0001 per Ordinary Share, are immediately exercisable upon issuance and will not expire until exercised in full. The
Offering is expected to close on or about July 1, 2026, subject to the satisfaction of customary closing conditions.
The gross proceeds from the Offering,
before deducting the placement agent’s fees and other related expenses payable by the Company, are expected to be approximately
$2.6 million. The Company intends to use the net proceeds from the Offering for general corporate purposes including working capital and funding its research and development programs, and to continue evaluating strategic
business combinations, including potential acquisitions, joint ventures, and other strategic transactions.
The exercise price of the Warrants is subject
to adjustment as set forth in the Warrants for share splits, share dividends, and similar events. A holder of the Warrants will not have
the right to exercise any portion thereof if the holder (together with such holder’s affiliates, and any persons acting as a group
together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of ordinary shares
would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own ordinary shares in excess
of 4.99% (or, at the election of the holder, 9.99% or 24.99%) of the number of the ordinary shares outstanding immediately after giving
effect to such exercise. If at the time of exercise there is no effective registration statement registering the ordinary shares underlying
the Ordinary Warrants, the Ordinary Warrants may be exercised on a cashless basis.
The Company has agreed to grant each of the purchasers
a right to participate in subsequent financings for 24 months from the “Effective Date” as defined in the Purchase Agreement,
subject to certain exceptions. Further, under the Purchase Agreement, the Company has agreed not to (i) enter into any agreement to issue
or announce the issuance or proposed issuance of any ordinary shares or ordinary share equivalents, or (ii) file any registration statement
or amendment or supplement thereto, for a period of 90 days following the Effective Date, subject to certain customary exceptions. In
addition, the Purchase Agreement provides that for a period of one year following the Effective Date, the Company will not effect or enter
into an agreement to effect a “variable rate transaction” as defined in the Purchase Agreement, subject to certain customary
exceptions.
In connection with the Offering, the Company
and the Purchasers entered into a Registration Rights Agreement on June 29, 2026 (the “Registration Rights Agreement”),
providing for the registration of the Shares and the Warrant Shares for resale on a registration statement (the “Resale
Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “SEC”) no
later than the 15th calendar day following the date of Registration Rights Agreement. The Company has agreed to use best
efforts to cause the Resale Registration Statement to be declared effective as promptly as possible, within the 60 calendar days following the date of Registration Rights Agreement (or within 90 calendar days
following the date of Registration Rights Agreement in the event the SEC elects to review such registration statement) and to keep the Resale
Registration Statement continuously effective until the earlier of (i) the date on which the purchasers shall have resold or
otherwise disposed of all the securities covered thereby pursuant to Rule 144, or (ii) the date on which the securities may be
resold by the purchasers without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144,
without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any
other rule of similar effect.
The Purchase Agreement also contains representations,
warranties, indemnification and other provisions customary for transactions of this nature.
The Company also entered into a letter agreement
(the “Placement Agent Agreement”) with H.C. Wainwright & Co., LLC (the “Placement Agent”), pursuant to which
the Placement Agent agreed to serve as the exclusive placement agent for the Company in connection with the Offering. The Company agreed
to pay the Placement Agent in connection with the Offering a placement agent fee equal to 7.0% of the gross proceeds from the sale of
the ordinary shares in the Offering (or 3.5% of the gross proceeds with respect to sales to the Company’s existing shareholders),
a management fee equal to 1.0% of the gross proceeds from the sale of the ordinary shares in the Offering, a non-accountable expense allowance
of $35,000, and legal fees and expenses of $50,000. The Placement Agent or its designees will also receive warrants (the “Placement
Agent Warrants” and the Ordinary Shares issuable upon exercise thereof, the “Placement Agent Warrant Shares,” and together
with the Warrant Shares, Shares and the Warrants, the “Securities”) on substantially the same terms as the series B warrants
to be issued to the investors in the Offering in an amount equal to 6.0% of the aggregate number of ordinary shares (or ordinary share
equivalent, if applicable) placed in the Offering, or warrants to purchase up to 458,824 ordinary shares. The Placement Agent Warrants
will have an exercise price of $0.425 per share and will be exercisable on the Shareholder Approval Date and will expire five years after
the effective date of a registration statement registering the shares issuable upon exercise of the Ordinary Warrants. Upon any exercise
of the Warrants issued to the investor for cash, the Company agreed to pay the Placement Agent a total cash fee equal to 7.0% of the aggregate
gross proceeds from the exercise of such Warrants, a management fee of 1.0% of the aggregate gross proceeds from the exercise of such
Warrants, and Placement Agent Warrants to purchase up to 6.0% of the number of ordinary shares issuable upon the cash exercise of the
Warrants.
The offer and sale of the foregoing Securities
is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities
have not been and will not initially be registered under the Securities Act, or applicable state securities laws. The purchasers have
represented that they are accredited investors, as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13)
under the Securities Act, and have acquired the Securities as principals for their own respective accounts and have no arrangements or
understandings for any distribution thereof. The offer and sale of the foregoing Securities is being made without any form of general
solicitation or advertising. The Securities have not been registered under the Securities Act or applicable state securities laws. Accordingly,
the Securities 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 Report on Form 6-K shall not constitute an
offer to sell or the solicitation to buy, nor shall there be any sale of, any of the Securities described herein in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
The foregoing descriptions of the Purchase Agreement,
the Registration Rights Agreement, Ordinary Warrants, Pre-Funded Warrants and Placement Agent Warrants are not complete and are qualified
in their entirety by reference to the full text of such documents, copies of which are filed as exhibits to this Report on Form 6-K and
are incorporated by reference herein.
On June 30, 2026, the Company issued a press release
announcing the pricing of the Offering and entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
This Report on Form 6-K, including all exhibits
hereto, is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act
of 1933.
EXHIBITS
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of June 29, 2026, by and between the Company and the purchasers signatory thereto. |
| 10.2 |
|
Form of Ordinary Warrant. |
| 10.3 |
|
Form of Pre-Funded Warrant. |
| 10.4 |
|
Form of Placement Agent Warrant. |
| 10.5 |
|
Form of Registration Rights Agreement, dated as of June 29, 2026, by and between the Company and the purchasers signatory thereto. |
| 99.1 |
|
Press Release dated June 30, 2026. |
SIGNATURES
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.
| |
COLLPLANT BIOTECHNOLOGIES LTD. |
| |
|
|
|
| Date: July 1, 2026 |
By: |
/s/ Eran Rotem |
| |
|
Name: |
Eran Rotem |
| |
|
Title: |
Deputy CEO and Chief Financial Officer |
3
Exhibit 99.1
COLLPLANT BIOTECHNOLOGIES ANNOUNCES $2.6 MILLION
PRIVATE PLACEMENT
REHOVOT, Israel, June
30, 2026 — 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 7,647,061 of the Company’s ordinary shares (or ordinary
share equivalents in lieu thereof), unregistered series A warrants to purchase up to 7,647,061 ordinary shares and unregistered series
B warrants to purchase up to 15,294,122 ordinary shares, in a private placement at a combined purchase price of $0.34 per ordinary share
and accompanying warrants (or $0.3399 per ordinary share equivalent and accompanying warrants). The series A warrants will have an exercise
price of $0.34 per share, will be exercisable on the date of shareholder approval (the “Shareholder Approval Date”) and will
expire two 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 $0.34 per share, will be exercisable on the Shareholder Approval Date and will expire
five years after the effective date of a registration statement registering the shares issuable upon exercise of the warrants. The
private placement is expected to close on or about July 1, 2026, subject to the satisfaction of customary closing conditions.
H.C. Wainwright &
Co. is acting as the exclusive placement agent for the private placement.
The gross proceeds from
the private placement, before deducting the placement agent’s fees and other related expenses payable by the Company, are expected
to be approximately $2.6 million. CollPlant intends to use the net proceeds for general corporate purposes including working capital and
funding its research and development programs, and to continue evaluating strategic business combinations, including potential acquisitions,
joint ventures, and other strategic transactions.
The offer and sale of
the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities
laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws.
Accordingly, the securities 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. Pursuant to
the terms of the securities purchase agreement entered into with the investor, the Company has agreed to file a registration statement
with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the ordinary shares and ordinary shares
underlying the warrants sold in the private placement.
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 ushering in a new era of medical solutions with a focus on 3D bioprinting of tissues and organs, tissue repair 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.
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 private placement,
the satisfaction of customary closing conditions related to the private placement, the intended use of proceeds from the private placement,
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, including
uncertainties surrounding the methods of fundraising and the Company’s preferences regarding such methods, and including its ability
to conclude a non-dilutive financing transaction; uncertainties regarding the Company’s evaluation of strategic alternatives, including
whether or when any acquisition, strategic transaction, business combination or other opportunity may be pursued or consummated, the terms
of any such transaction, and the potential impact of any such transaction or other strategic alternative on the Company, its business,
financial condition, results of operations and shareholders; the Company’s expectations regarding the costs and timing of commencing
and/or concluding pre-clinical and clinical trials with respect to dermal and tissue fillers, breast implants, tissues and organs which
are based on its rhCollagen based BioInk and other products for medical aesthetics; the Company’s or Company’s 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; 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 development plans and projects, 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
