Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
This Form 6-K including the press release attached
hereto (other than the third paragraph of the press release) 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and 333-292640), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports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 5, 2026, CollPlant Biotechnologies
Ltd. issued a press release entitled “CollPlant Biotechnologies Announces $2.0 Million Registered Direct Offering.” A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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.
Exhibit
99.1
COLLPLANT
BIOTECHNOLOGIES ANNOUNCES $2.0 MILLION REGISTERED DIRECT OFFERING
REHOVOT,
Israel, February 5, 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 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
