Exhibit 99.1
CollPlant
Biotechnologies Ltd.
4
Oppenheimer St, Weizmann Science Park
Rehovot
7670104, Israel
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To
be held on Tuesday, November 24, 2026
The
extraordinary general meeting of shareholders of CollPlant Biotechnologies Ltd. (the “Company”) will be held at the
offices of Goldfarb Gross Seligman & Co. at One Azrieli Center, Round Building, 40th Floor, Tel-Aviv, Israel, on
Tuesday, November 24, 2026, at 10:00 a.m. Israel time, or at any adjournment (the “General Meeting”), for the following
purpose:
| 1. |
Approval
of a change of the Company’s name to “OptiPhi Computing Ltd.” in English, and “אופטיפיי
קומפיוטינג בע”מ” in Hebrew, or such similar
name as may be approved by the Israeli Registrar of Companies, and to amend the Company’s Amended and Restated Memorandum and Articles
of Association to reflect the same. |
The
Company is currently unaware of any other matters that may be raised at the General Meeting. If any other matters are properly raised
at the General Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Only
holders of record of ordinary shares by the close of business on Thursday, November 5, 2026 (the “Record Date”) shall
be entitled to receive notice of and to vote at the General Meeting.
The
Board of Directors recommends that you vote “FOR” the proposal.
Whether
or not you plan to attend the General Meeting, it is important that your ordinary shares be represented. Accordingly, holders of ordinary
shares (whether registered in their name or in “street name”) will receive voting instruction cards in order to instruct their
banks, brokers or other nominees on how to vote, and they are kindly requested to complete, date, sign and mail the voting instruction
card in the envelope provided at the earliest convenience so that it will be received no later than the date and time indicated on the
form of the voting instruction card.
Shareholders
registered in the Company’s shareholders’ register may vote in the General Meeting in person or vote through the attached form of proxy
card, which also serves as their voting card, by completing, dating, signing and mailing the proxy card to the Company’s offices so that
it is received by the Company no later than November 24, 2026, at 06:00 a.m. Israel time. Shareholders registered in the Company’s shareholders’
register who vote their ordinary shares by proxy must also provide the Company with a copy of their identity card, passport or certificate
of incorporation (as the case may be), and an ownership certificate confirming their ownership of the Company’s ordinary shares on the
Record Date. Such certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations
(Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended.
Execution
of the voting card and/or the proxy card will not in any way affect a shareholder’s right to attend the General Meeting, and any person
has the right to revoke it at any time before the deadline by filing with the Company a written notice of revocation or a duly executed
proxy card and/or voting instruction card bearing a later date.
The
Board of Directors recommends the Company’s shareholders vote “FOR” the proposal on the agenda of the General Meeting, which
is described in the attached Proxy Statement.
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Sincerely, |
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|
| |
Dr. Abraham Havron |
| |
Chairman of the Board of Directors |
November
3, 2026
CollPlant
Biotechnologies Ltd.
4 Oppenheimer St, Weizmann Science Park
Rehovot
7670104, Israel
PROXY
STATEMENT
This
Proxy Statement is furnished to the holders of ordinary shares, no par value, of CollPlant Biotechnologies Ltd. (the “Company”)
in connection with the solicitation by the board of directors of the Company (the “Board of Directors”) of proxies for
use at the extraordinary general meeting of shareholders (the “General Meeting”), to be held on Tuesday, November 24,
2026, at 10:00 a.m., Israel time, at the offices of Goldfarb Gross Seligman & Co. at One Azrieli Center, Round Building, 40th Floor,
Tel-Aviv, Israel, or at any adjournments thereof.
It
is proposed at the General Meeting to adopt the following proposal:
| 1. |
Approval of a change of
the Company’s name to “OptiPhi Computing Ltd.” in English, and “אופטיפיי
קומפיוטינג בע”מ” in Hebrew, or such similar
name as may be approved by the Israeli Registrar of Companies, and to amend the Company’s Amended and Restated Memorandum and Articles
of Association to reflect the same. |
Board
Recommendation
The
Board of Directors recommends that you vote “FOR” the proposal on the agenda.
Addition
of Other Items on the Agenda
Currently,
we are not aware of any other matters that will come before the General Meeting. If any other matters properly come before the General
Meeting, the persons designated as proxies intend to vote in accordance with their best judgment on such matters.
One
or more shareholders holding at least 1% of the voting rights in the general meeting is entitled to request the Board of Directors to
include a proposal on the agenda of the General Meeting, provided that the proposal is appropriate to be discussed at a company’s general
meeting, except that if such proposal concerns the inclusion of a candidate to the Board of Directors or a removal from office of a director,
such request can be made only by a one or more shareholders holding at least 5% of the voting rights in the general meeting. Regulations
promulgated under the Companies Law of 1999 (the “Companies Law”) provide that for this General Meeting such a request
may be provided within three days following the convening of the General Meeting, i.e., no later than November 6, 2026.
Who
Can Vote
Only
shareholders at the close of business on Thursday, November 5, 2026 (the “Record Date”) shall be entitled to receive
notice of and to vote at the General Meeting and any adjournment thereof. At the close of business on November 2, 2026, the Company had
outstanding 3,075,561 ordinary shares, excluding 1,840 ordinary shares held in treasury, each of which is entitled to one vote on each
of the matters to be presented at the General Meeting.
How
You Can Vote
Shareholders
registered in the Company’s shareholders’ register may vote in the General Meeting in person or vote through the attached form of proxy
card, which also serves as their voting card, by completing, dating, signing and mailing the proxy card to the Company’s offices so that
it is received by the Company no later than on November 24, 2026, at 06:00 a.m. Israel time. Shareholders registered in the Company’s
shareholders’ register who vote their ordinary shares by proxy card must also provide the Company with a copy of their identity card,
passport or certificate of incorporation (as the case may be), and an ownership certificate confirming their ownership of the ordinary
shares on the Record Date. Such certificate must be approved by a recognized financial institution, as required by the Israeli Companies
Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended.
Shareholders
who hold their ordinary shares in “street name” meaning in the name of a bank, broker or other record holder, through Computershare,
must either direct the record holder of their ordinary shares how to vote their ordinary shares, or obtain a legal proxy from the record
holder to vote at the General Meeting on behalf of the record holder together with a proof of such record holder with respect to the
holding of the ordinary shares on the Record Date. You should follow the directions provided by your broker or nominee regarding how
to instruct them to vote your shares.
Voting
instructions cards are being distributed to holders of ordinary shares on or about November 11, 2026. Certain officers, directors, employees,
and agents of the Company, none of whom will receive additional compensation therefor, may solicit proxies by telephone, emails, or other
personal contact. The Company will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and
will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of ordinary shares.
Note
for Shareholders Voting via Proxy Card
Shareholders
who vote their shares via proxy card may use the form of proxy and the return envelope enclosed. Shares represented by executed and unrevoked
proxies will be voted at the Meeting.
Shareholders
may revoke their proxies at any time before the effective exercise thereof by returning a later-dated proxy card or by voting their ordinary
shares in person at the General Meeting if the shareholders are the record holder of the ordinary shares and can provide evidence of
such (i.e., a copy of certificate(s) evidencing their ordinary shares). If a shareholder’s proxy is not received by the Company
by Tuesday, November 24, 2026, at 06:00 a.m., Israel time, it shall not be valid at the General Meeting. Notwithstanding the aforesaid,
each of the chairman of the General Meeting or the Company’s Secretary may, at his or her discretion, accept proxies after such time
if he or she so deems fit.
Multiple
Record Holders or Accounts
You
may receive more than one set of voting materials, including multiple copies of this document and multiple proxy cards or voting instruction
cards. For example, shareholders of record whose ordinary shares are registered in more than one name will receive more than one proxy
card. You should complete, sign, date and return each proxy card and voting instruction card you receive.
Quorum
Two
or more shareholders present, personally or by proxy, holding not less than 20% of the outstanding ordinary shares shall constitute a
quorum for the General Meeting. If within half an hour from the time appointed for the General Meeting a quorum is not present, the General
Meeting shall be adjourned for one week (to the same day, time and place), or at such other day, time and place as shall be prescribed
by the Board of Directors in a notification to the shareholders. If a quorum is not present at the adjourned General Meeting within half
an hour from the time appointed for such adjourned General Meeting, any number of shareholders present personally or by proxy shall be
deemed a quorum and shall be entitled to deliberate and to resolve in respect of the matters for which the General Meeting was convened.
Abstentions are counted as holders present for the purpose of determining a quorum.
Vote
Required for the Proposals
The
approval of Proposal No. 1 requires the affirmative vote of at least a majority of the voting power represented at the General Meeting,
in person or by proxy, and voting on the matter presented.
Reporting
Requirements
The
Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the Securities
and Exchange Commission (the “Commission”). The Company’s filings with the Commission are also available to the public
on the Commission’s website at http://www.sec.gov.
As
a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy
statements. The circulation of this notice and Proxy Statement should not be taken as an admission that the Company is subject to the
proxy rules under the Exchange Act.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
Proposal
No. 1
TO
APPROVE A CHANGE OF THE COMPANY’S NAME AND TO AMEND THE COMPANY’S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION TO REFLECT
THE SAME.
The
Company announced on September 3, 2026, the closing of its acquisition of LightSolver Ltd. (“LightSolver”),
an Israeli deep-tech company pioneering a fundamentally new computing paradigm based on lasers. With the closing of this transaction,
the Company officially expanded its business activities into the high-performance computing (HPC) and photonics sectors.
Following
such acquisition, it is proposed to change the Company’s name to better reflect the expansion of its business activities and broader
strategic focus following the addition of LightSolver to the Company.
Accordingly,
it is proposed to approve a change of the Company’s name to “OptiPhi Computing Ltd.” in English and “אופטיפיי
קומפיוטינג בע”מ” in Hebrew, or such similar
name as may be approved by the Israeli Registrar of Companies and to amend the Company’s Amended and Restated Memorandum and Articles
of Association to reflect the new name.
This
proposal will enter into effect following the receipt of shareholder approval and subject to the consent of the Israeli Registrar of
Companies to the proposed company name.
It
is proposed that at the General Meeting, the following resolution be adopted:
“RESOLVED,
that the change of the Company’s name to OptiPhi Computing Ltd., in English, and “אופטיפיי
קומפיוטינג בע“מ”, in Hebrew, or such similar
name as may be approved by the Israeli Registrar of Companies, and the amendment of the Company’s Amended and Restated Memorandum
and Articles of Association to reflect the same, as presented to the shareholders, be, and hereby are, approved.”
The
Board of Directors recommends a vote “FOR” approval of the proposed resolution.
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY
STATEMENT WHEN VOTING ON THE MATTER SUBMITTED TO SHAREHOLDERS HEREUNDER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED NOVEMBER 3, 2026. YOU SHOULD NOT ASSUME THAT
THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN NOVEMBER 3, 2026, UNLESS STATED OTHERWISE, AND THE DISTRIBUTION
OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.
OTHER
BUSINESS
Other
than as set forth above, as of the distribution of this Proxy Statement, management knows of no business to be transacted at the General
Meeting, but, if any other matters are properly presented at the General Meeting, the persons named in the enclosed form of proxy will
vote upon such matters in accordance with their best judgment.
| |
By Order of the Company, |
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|
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/s/ Dr. Abraham Havron |
| |
Chairman of the Board of Directors |
November
3, 2026
Exhibit
99.2
Notice
to Owners of Ordinary Shares
CollPlant
Biotechnologies Ltd.
Proxy/Voting
Card
Owners
of record by the close of business on November 5, 2026 (the “Record Date”) of ordinary shares of CollPlant Biotechnologies
Ltd. (the “Company”) are hereby notified of an upcoming extraordinary general meeting of the Company to be held on November
24, 2026 at 10:00 a.m. Israel time in Israel (the “Meeting”).
Shareholders
registered in the Company’s shareholders register may vote through the proxy card, which also serves as their voting card, by completing,
dating, signing and sending the proxy to the Company’s offices so that it is received by the Company no later than November 24, 2026,
at 6:00 a.m. Israel time. Shareholders registered in the Company’s shareholders’ register in Israel who vote their ordinary shares by
proxy must also provide the Company with a copy of their identity card, passport or certificate of incorporation (as the case may be),
and an ownership certificate confirming their ownership of the Company’s ordinary shares on the Record Date. Such certificate must be
approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting
at General Meeting) of 2000, as amended.
CollPlant
Biotechnologies Ltd.
Dated:
November 3, 2026
ExtraordinaRy
GENERAL MEETING OF
COLLPLANT
BIOTECHNOLOGIES LTD.
| TO: | CollPlant
Biotechnologies Ltd. |
Fax
Number: +972-73-232-5602
Email:
eran@collplant.com
Telephone
Number: +972-73-232-5600
Extraordinary
General Meeting to be held on November 24, 2026
FROM:
__________________________________________________________________
Company/Individual
Name
SIGNATURE:
_______________________________________________________________
Authorized
Signatory Name, Signature/Medallion
CONTACT
INFO: ____________________________________________________________
Telephone/Fax
Number, E-mail Address
TOTAL
NUMBER OF ORDINARY SHARES
HELD
AS OF November 5, 2026: _________________________________________________
NUMBER
OF ORDINARY SHARES BEING VOTED: ____________________________________
DATE:
________________________, 2026
CollPlant
Biotechnologies Ltd.
Extraordinary
General Meeting
November
24, 2026
The
above-noted holder of ordinary shares of CollPlant Biotechnologies Ltd. (the “Company”) hereby requests and instructs Mr. Eran
Rotem to endeavor insofar as practicable, to vote or cause to be voted the number of ordinary shares held as of close of business on
November 5, 2026 at the Extraordinary General Meeting of the Company to be held in Israel on November 24, 2026 at 10:00 a.m. Israel time
in respect of the following resolution:
| |
1.
To approve a change of the Company’s name to “OptiPhi Computing Ltd.” in English and “אופטיפיי
קומפיוטינג בע”מ” in Hebrew, or such similar
name as may be approved by the Israeli Registrar of Companies, and to amend the Company’s Amended and Restated Memorandum and Articles
of Association to reflect the same.
☐
FOR ☐ AGAINST ☐ ABSTAIN
|
End
of Resolutions.
THIS
FORM MUST BE RECEIVED COMPLETED BY
06:00
A.M. ISRAEL TIME ON NOVEMBER 24, 2026 TO BE VALID
