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 October 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,
333-292640 and 333-297347),
to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently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 October 9, 2026, CollPlant Biotechnologies
Ltd. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
investors providing for the issuance and sale, in a private placement offering (the “Offering”), of an aggregate of 989,301
ordinary shares, no par value , 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 ordinary warrants to purchase up to 1,483,950 ordinary shares (“Ordinary
Warrants”), at a combined purchase price of $3.74 per ordinary share and accompanying warrant (or $3.7499 per pre-funded warrants
and accompanying warrants) (the Ordinary Shares issuable upon exercise thereof, the “Ordinary Warrant Shares,” together with
the Pre-Funded Warrant Shares, the “Warrant Shares”). The Ordinary Warrants will have an exercise price of $3.74 per share,
will be exercisable on the date of issuance and will expire five years after the effective date of a registration statement registering
the shares issuable upon exercise of the warrants (the “Effective Date”). 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
closed on October 14, 2026.
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
$3.7 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.
The exercise price of the Ordinary Warrants is
subject to adjustment as set forth in the Ordinary Warrants for share splits, share dividends, and similar events. A holder of the Ordinary
Warrants will not have the right to exercise any portion of its Warrants 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.
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 30 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 October 9, 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 60th
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 90 calendar days following the date of Registration Rights Agreement
(or within 120 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 and Rodman & Renshaw LLC
(collectively, the “Placement Agents”), pursuant to which the Placement Agents agreed to serve as the exclusive
placement agents for the Company in connection with the Offering. The Company agreed to pay the Placement Agents 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 (reduced
to 3.5% with respect to investors that the Company that were existing shareholders at the time of the Offering), 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 Agents or their 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 Pre-Funded Warrants, the “Securities”) on
substantially the same terms as the Ordinary 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 pre-funded warrants in lieu thereof) placed in the Offering, or warrants to purchase up
to 59,358 ordinary shares. The Placement Agent Warrants will have an exercise price of $4.675 per share and will be exercisable on
the date of issuance and will expire five years after the date of issuance. 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.
The Company previously announced the pricing of
the Offering in a press release issued on October 9, 2026, which was included as an exhibit to a Report of Foreign Private Issuer on Form
6-K filed with the SEC on the same day.
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 October 9, 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 October 9, 2026, by and between the Company and the purchasers signatory thereto. |
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: October 15, 2026 |
By: |
/s/ Eran Rotem |
| |
|
Name: |
Eran Rotem |
| |
|
Title: |
Deputy CEO and Chief Financial Officer |
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