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 February 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and 333-292640), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents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 February 4, 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 registered direct offering (the “Offering”), of
1,600,000 ordinary shares, par value NIS 1.50, of the Company, at a purchase price of $1.25 per share. The ordinary shares have been
offered and sold together with 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 together with the series B warrants, the
“Warrants”), which are being offered and sold in a concurrent private placement. 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 aggregate gross proceeds from the Offering are expected
to be approximately $2.0 million, excluding any potential gross proceeds from any future exercises of Warrants. The Offering is
expected to close on or about February 6, 2026, subject to the satisfaction of customary closing
conditions.
The Company intends to use the net proceeds from the
Offering for general corporate purposes, which may include but are not limited to, working capital and funding its research and development
programs.
A holder of the 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%) 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 Warrants, the 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 closing of the Offering,
subject to certain customary exceptions. In addition, the Purchase Agreement provides that for a period of one year following the closing
of the Offering, 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.
Further, pursuant to the
terms of the Purchase Agreement, the Company has agreed to file a registration statement related to the resale of the ordinary shares underlying
the warrants, and shall use reasonable best efforts to file such registration statement within 20 calendar days of the date of the Purchase
Agreement and cause such registration statement to be declared effective by the SEC within 60 calendar days of the date of the Purchase
Agreement.
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 a placement agent fee equal to 7.0% of the gross proceeds from the sale of the ordinary
shares in 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 $15,950 for clearing fees. The Placement Agent or its designees will also receive
warrants (the “Placement Agent Warrants”) on substantially the same terms as the series A warrants to be issued to the
investors in the Offering in an amount equal to 6.0% of the aggregate number of ordinary shares sold in the Offering, or warrants to
purchase up to 96,000 ordinary shares. The Placement Agent Warrants will have an exercise price of $1.5625 per share and will have a
5-year term from the date of the commencement of the sales pursuant to Offering. 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 ordinary shares to be issued in the Offering are
being issued pursuant to a prospectus supplement dated as of February 4, 2026, which was filed with the Securities and Exchange Commission,
in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-292640) (the “Registration
Statement”), which became effective on January 16, 2026, and the base prospectus dated as of January 16, 2026 contained in such
Registration Statement.
The Warrants, the Placement Agent Warrants and the
ordinary shares underlying the Warrants and Placement Agent Warrants are being offered and sold pursuant to an exemption from the registration
requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation
D promulgated thereunder. The investors have represented that they are accredited investors, as that term is defined in Regulation D,
or qualified institutional buyer as defined in Rule 144(A)(a), and have acquired the Warrants and the ordinary shares underlying the Warrants
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 Warrants, the Placement Agent
Warrants and the ordinary shares underlying the Warrants and Placement Agent Warrants have not been registered under the Securities Act
or applicable state securities laws. Accordingly, the Warrants, the Placement Agent Warrants and the ordinary shares underlying the Warrants
and Placement Agent Warrants 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 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.
A copy of the opinion of Goldfarb Gross Seligman &
Co. relating to the legality of the ordinary shares issued in the Offering is attached as Exhibit 5.1 hereto.
The Company previously announced the Offering in a
press release issued on February 5, 2026, which is included as an exhibit to a Report 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.
Forward Looking Statements
This Report of on Form 6-K contains statements which
constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities
laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking
statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s
control. For example, the Company is using forward-looking statements when it discusses the expected use of proceeds from the Offering
and the closing of Offering. In fact, the closing of the Offering is subject to various conditions and contingencies as are customary
in securities purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur,
this Offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking
statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order
to reflect any event or circumstance that may arise after the date of this Report on Form 6-K.
| Exhibit No. |
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Description |
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| 5.1 |
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Opinion of Goldfarb Gross Seligman & Co. |
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| 10.1 |
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Form of Securities Purchase Agreement dated as of February 4, 2026, between the Company and the investors signatory thereto |
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| 10.2 |
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Form of Warrant |
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| 10.3 |
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Form of Placement Agent Warrant |
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| 23.1 |
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Consent of Goldfarb Gross Seligman & Co. (contained in Exhibit 5.1) |
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.
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COLLPLANT BIOTECHNOLOGIES LTD. |
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| Date: February 6, 2026 |
By: |
/s/ Eran Rotem |
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Name: |
Eran Rotem |
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Title: |
Deputy CEO and Chief Financial Officer |
