CollPlant H1 2026 net loss widens to $5.82M
Post-quarter financing included proceeds from the June offering and warrant exercises, alongside a warning about funding operations for 12 months.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
CollPlant Biotechnologies Ltd. reported first-half 2026 GAAP revenue of $181,000, versus $2.234 million in 2025, which included a $2.0 million milestone payment. Gross results were a $699,000 loss versus $1.86 million profit, and net loss was $5.823 million versus $4.799 million. Operating cash use was $5.382 million versus $3.607 million; cash was $2.559 million at June 30. Results exclude LightSolver, acquired September 3.
Agreed LightSolver consideration includes 336,103 ordinary shares, pre-funded warrants for 668,448 shares and milestone warrants for up to 22,231,164 shares. Milestone warrants depend on specified technological and commercial milestones; issuance of underlying shares is subject to a limit that may require shareholder approval. A September 30 amendment provides for converting LightSolver’s outstanding vested and unvested Section 3(i) options into CollPlant options. A 1-for-10 reverse split took effect September 4.
At the financial statements’ approval date, CollPlant said available liquidity was insufficient to fund operations and obligations for the following 12 months, creating substantial doubt about its ability to continue as a going concern. After June 30, it received the remaining $1.94 million gross proceeds from the June offering in July and approximately $5.2 million from warrant exercises in August and September.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointSix-month net loss: $5.823 million versus $4.799 million.
- Major pointGoing-concern warning: liquidity was insufficient to fund operations and obligations for the following 12 months.
- Moderate pointSix-month revenue: $181,000 versus $2.234 million in 2025, which included a $2.0 million milestone payment.
- Moderate pointOperating cash used: $5.382 million versus $3.607 million.
Filing Explained
The unconverted SAFE could dilute CollPlant’s ownership in LightSolver, while the advisor agreements’ underlying share issuance requires shareholder approval.
This filing reports agreements with two advisors for CollPlant warrant securities, including milestone-based and proceeds-contingent warrants; issuance of the underlying ordinary shares is subject to shareholder approval.
A
At closing, CollPlant invested
Under the September 24 agreement with R&R, contingent pre-funded warrants are tied to
Key Figures
Key Terms
going concern financial
pre-funded warrants financial
milestone-based warrants financial
equity issuance limitation regulatory
Simple Agreement for Future Equity financial
Stock Split
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were CLGN’s first-half 2026 revenue and net loss?
What securities did CLGN agree to issue for the LightSolver acquisition?
Did CLGN say it had enough liquidity to fund the next 12 months?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number
(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, the text under the headings “Three and Six Month-Period Ended June 30, 2026 Financial Results” and “Balance Sheet and Cash Flow”, the accompanying consolidated financial statements and “Forward Looking Statements” of the press release attached to this Form 6-K as Exhibit 99.1 as well as Exhibit 99.2, Exhibit 99.3 and Exhibit 10.1 are hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File Nos. 333-229163, 333-248479, 333-263842, 333-271320 and 333-279791) and Form F-3 (File Nos. 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.
As previously disclosed, CollPlant Biotechnologies Ltd. (the “Company”) entered into a Share Purchase Agreement dated as of August 29, 2026 (the “Purchase Agreement”) with LightSolver Ltd., a company incorporated under the laws of the State of Israel (“LightSolver”) and the current shareholders of LightSolver for the purchase of all of the issued and outstanding share capital of LightSolver (the “Acquisition”), which closed on September 3, 2026. Subsequently, on September 30, 2026, the Company entered into an amendment to the Purchase Agreement providing that all outstanding vested and unvested Section 3(i) options of LightSolver will be assumed by the Company and converted into options to purchase the Company’s ordinary shares, rather than requiring vested Section 3(i) options to be exercised in connection with the Acquisition, and revising the capitalization table and allocation schedule attached to the Purchase Agreement.
In addition, on September 30, 2026, the Company issued a press release entitled “CollPlant Reports 2026 Second Quarter Financial Results and Provides Corporate Update”. On the same day, the Company issued condensed consolidated interim financial statements (unaudited) as of June 30, 2026 together with the Company’s Operating and Financial Review and Prospects for the same period.
Attached hereto and incorporated by reference herein are the following exhibits:
| 10.1* | Amendment # 1 to Share Purchase Agreement, dated September 30, 2026, by and among CollPlant Biotechnologies Ltd., LightSolver Ltd. and Ruti Ben-Shlomi, solely in her capacity as the Sellers’ Representative. | |
| 99.1 | Press Release, dated September 30, 2026. | |
| 99.2 | Condensed Consolidated Interim Financial Statements (unaudited) as of June 30, 2026. | |
| 99.3 | Operating and Financial Review and Prospects as of June 30, 2026. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit will be furnished to the SEC upon request. |
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.
| COLLPLANT BIOTECHNOLOGIES LTD. | |||
| Date: September 30, 2026 | By: | /s/ Eran Rotem | |
| Name: | Eran Rotem | ||
| Title: | Deputy CEO and Chief Financial Officer | ||
2
Exhibit 99.1
COLLPLANT REPORTS 2026 SECOND QUARTER FINANCIAL
RESULTS
AND PROVIDES CORPORATE UPDATE
Strategic Expansion into Photonic Computing via LightSolver Acquisition Diversifies Technology Portfolio Alongside Continued Innovations in Regenerative Medicine
REHOVOT, Israel, September 30, 2026 -- CollPlant Biotechnologies (Nasdaq: CLGN), today announced financial results for the second quarter of 2026 and provided a corporate update.
Yehiel Tal, CollPlant’s Chief Executive Officer, commented: “The acquisition of LightSolver marks CollPlant’s strategic entry into high-performance computing (HPC) and photonics computing markets, alongside our regenerative medicine activities. LightSolver’s pioneering LPU technology, recently validated in a peer-reviewed study with Germany’s HLRS demonstrating acceleration of fundamental HPC workloads by up to 80,000 times, provides an exciting opportunity to diversify our portfolio and create long-term shareholder value. We are also pleased to welcome LightSolver co-founder Dr. Ruti Ben Shlomi to our Board, bringing deep scientific and entrepreneurial expertise as we advance the technology toward commercialization.”
Mr. Tal continued, "Concurrently, we remain committed to our leadership in regenerative medicine. We are actively advancing our proprietary plant-derived rhCollagen platform and continue to dedicate significant resources toward establishing strategic partnerships with leading global players to utilize our technology in medical aesthetics and 3D bioprinting of tissues and organs."
Second Quarter and Recent Highlights
| ● | Completed the Acquisition of LightSolver: In September 2026, CollPlant completed the acquisition of LightSolver, a pioneer in laser-based pure photonic computing. This transaction positions LightSolver to accelerate the commercialization of its Laser Processing Unit (LPU) as a new computing layer alongside CPU’s and GPU’s. |
| ● | Significant HPC Acceleration Demonstrated: Joint research by LightSolver and the High-Performance Computing Center Stuttgart (HLRS) published in the ACM proceedings demonstrated projected time-to-solution acceleration ranging from approximately 40× to more than 80,000× compared with state-of-the-art GPU-based algorithms, depending on the benchmark problem and algorithm evaluated. |
| ● | Board of Directors Appointment: Following the closing of the acquisition, CollPlant appointed Dr. Ruti Ben Shlomi, CEO and Co-Founder of LightSolver, to its Board of Directors to support the group’s diversified commercial and technological roadmap. |
Because the acquisition of LightSolver was signed and completed after June 30, 2026, the financial results presented below for the three and six months ended June 30, 2026 do not include the results of operations of LightSolver.
Three and Six Month-Period Ended June 30, 2026 Financial Results
GAAP revenues for the second quarter ended June 30, 2026, were $108,000 compared to $179,000 for the second quarter ended June 30, 2025. The decrease was primarily attributable to lower sales of rhCollagen-based products.
GAAP revenues for the six months ended June 30, 2026, were $181,000 compared to $2.2 million for the six months ended June 30, 2025. The decrease was primarily attributable to a $2.0 million development milestone payment from a former business collaborator recognized as revenue in 2025, which did not recur in 2026.
GAAP cost of revenues for the three and six months ended June 30, 2026, was $564,000 and $880,000, respectively, compared to $186,000 and $374,000 for the three and six months ended June 30, 2025, respectively. The increase of approximately $378,000 and $506,000 for the three and six-month periods, respectively, was mainly attributable to lower utilization of production facilities and inventory write-downs recorded during the period.
GAAP gross loss for the second quarter ended June 30, 2026, was $456,000, compared to a gross loss of $7,000 in the second quarter ended June 30, 2025.
GAAP gross loss for the six months ended June 30, 2026, was $699,000, compared to gross profit of $1.9 million in the six months ended June 30, 2025.
GAAP operating expenses for the second quarter ended June 30, 2026, were $2.2 million, compared to $3.2 million in the second quarter ended June 30, 2025. The decrease of approximately $1.0 million was mainly related to the Company's cost reduction plan, including (i) a $500,000 decrease in personnel-related and share-based compensation expenses, (ii) a $263,000 decrease in manufacturing and facility-related costs allocated to research and development as a result of reduced development activity, and (iii) a $177,000 decrease in professional service expenses within general and administrative expenses. On a non-GAAP basis, operating expenses for the second quarter ended June 30, 2026, were $2.1 million compared to $2.8 million for the second quarter ended June 30, 2025. Non-GAAP measures exclude certain non-cash expenses.
GAAP operating expenses for the six months ended June 30, 2026, were $5.0 million, compared to $6.7 million in the six months ended June 30, 2025. The decrease of approximately $1.6 million was mainly related to the Company's cost reduction plan, including (i) a $504,000 decrease in personnel-related and share-based compensation expenses, (ii) a $331,000 decrease in manufacturing and facility-related costs allocated to research and development, (iii) a $217,000 decrease in research and development expenses related to the breast implant project, and (iv) a $300,000 decrease in professional service expenses. On a non-GAAP basis, operating expenses for the six months ended June 30, 2026, were $4.8 million compared to $6.0 million for the six months ended June 30, 2025. Non-GAAP measures exclude certain non-cash expenses.
GAAP financial expenses, net, for the second quarter ended June 30, 2026, totaled $93,000, compared to financial expenses, net, of $169,000 in the second quarter ended June 30, 2025. The decrease was primarily related to exchange rate differences.
GAAP financial expenses, net, for the six months ended June 30, 2026, totaled $75,000, compared to financial income, net, of $27,000 in the six months ended June 30, 2025. The change was mainly related to lower interest income on short-term cash deposits.
GAAP net loss for the second quarter ended June 30, 2026, was $2.7 million, or $1.89 basic loss per share, compared to a net loss of $3.3 million, or $2.83 basic loss per share, for the second quarter ended June 30, 2025. Non-GAAP net loss for the second quarter ended June 30, 2026, was $2.4 million, or $1.69 basic loss per share, compared to a non-GAAP net loss of $2.7 million, or $2.30 basic loss per share, for the second quarter ended June 30, 2025.
GAAP net loss for the six months ended June 30, 2026, was $5.8 million, or $4.13 basic loss per share, compared to a net loss of $4.8 million, or $4.12 basic loss per share, for the six months ended June 30, 2025. Non-GAAP net loss for the six months ended June 30, 2026, was $5.4 million, or $3.81 basic loss per share, compared to a non-GAAP net loss of $3.9 million, or $3.31 basic loss per share, for the six months ended June 30, 2025.
Balance Sheet and Cash Flow
Cash and cash equivalents as of June 30, 2026, were $2.6 million.
Cash used in operating activities during the six months ended June 30, 2026, was $5.4 million compared to $3.6 million during the six months ended June 30, 2025. The increase primarily reflects the $2.0 million development milestone payment received in the first quarter of 2025 that did not recur in 2026, partially offset by the Company's cost reduction measures.
Cash provided by investing activities during the six months ended June 30, 2026, was $8,000 compared to cash used in investing activities of $11,000 during the six months ended June 30, 2025. Cash provided by investing activities in 2026 was primarily attributable to $83,000 of proceeds from the sale of property and equipment, partially offset by $75,000 of purchases of property and equipment.
Cash provided by financing activities during the six months ended June 30, 2026, was $2.3 million compared to $3.1 million during the six months ended June 30, 2025. Cash provided by financing activities in 2026 consisted of $1.7 million of net proceeds from the February 2026 registered direct offering and $0.6 million of net proceeds received on account of securities to be issued under the June 2026 private placement. Subsequent to June 30, 2026, the private placement was completed on July 6, 2026, and the Company received the remaining $1.94 million of gross proceeds. In addition, during August and September 2026, certain shareholders exercised Series B warrants and pre-funded warrants, resulting in aggregate proceeds to the Company of approximately $5.2 million.
2
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 2,559 | $ | 5,591 | ||||
| Restricted deposit | 392 | 359 | ||||||
| Trade receivables, net | 16 | 1 | ||||||
| Inventories | 540 | 573 | ||||||
| Other accounts receivable and prepaid expenses | 389 | 223 | ||||||
| Total current assets | 3,896 | 6,747 | ||||||
| Non-current assets: | ||||||||
| Restricted deposit | 83 | 76 | ||||||
| Operating lease right-of-use assets | 2,127 | 2,426 | ||||||
| Property and equipment, net | 1,046 | 1,463 | ||||||
| Intangible assets, net | 45 | 73 | ||||||
| Total non-current assets | 3,301 | 4,038 | ||||||
| Total assets | $ | 7,197 | $ | 10,785 | ||||
3
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Liabilities and shareholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | 256 | $ | 610 | ||||
| Operating lease liabilities | 894 | 814 | ||||||
| Accrued liabilities and other payables | 1,336 | 1,248 | ||||||
| Total current liabilities | 2,486 | 2,672 | ||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities | 1,766 | 2,032 | ||||||
| Total non-current liabilities | 1,766 | 2,032 | ||||||
| Total liabilities | 4,252 | 4,704 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ Equity: | ||||||||
| Ordinary shares, NIS 1.5 par value - authorized: 3,000,000 ordinary shares as of June 30, 2026 (unaudited) and December 31, 2025; issued and outstanding: 1,444,350 and 1,280,301 ordinary shares as of June 30, 2026 (unaudited) and December 31, 2025, respectively(*) | 6,265 | 5,492 | ||||||
| Additional paid in capital | 128,311 | 126,397 | ||||||
| Accumulated other comprehensive loss | (969 | ) | (969 | ) | ||||
| Accumulated deficit | (130,662 | ) | (124,839 | ) | ||||
| Total shareholders’ equity | 2,945 | 6,081 | ||||||
| Total liabilities and shareholders’ equity | $ | 7,197 | $ | 10,785 | ||||
| (*) | Adjusted to reflect the one-for-ten reverse share split effective September 4, 2026. |
4
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| Six months ended June 30 | Three months ended June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | 181 | $ | 2,234 | $ | 108 | $ | 179 | ||||||||
| Cost of revenues | 880 | 374 | 564 | 186 | ||||||||||||
| Gross profit (loss) | (699 | ) | 1,860 | (456 | ) | (7 | ) | |||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 2,843 | 4,118 | 1,165 | 2,013 | ||||||||||||
| General, administrative and marketing | 2,206 | 2,568 | 1,012 | 1,158 | ||||||||||||
| Total operating loss | 5,748 | 4,826 | 2,633 | 3,178 | ||||||||||||
| Financial income (expenses), net | (75 | ) | 27 | (93 | ) | (169 | ) | |||||||||
| Net loss for the period | $ | (5,823 | ) | $ | (4,799 | ) | $ | (2,726 | ) | $ | (3,347 | ) | ||||
| Basic and diluted net loss per ordinary share (*) | $ | (4.13 | ) | $ | (4.12 | ) | $ | (1.89 | ) | $ | (2.83 | ) | ||||
| Weighted average ordinary shares outstanding used in computation of basic and diluted net loss per share (*) | 1,408,861 | 1,164,660 | 1,442,626 | 1,184,083 | ||||||||||||
| (*) | Adjusted to reflect the one-for-ten reverse share split effective September 4, 2026. |
5
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
(Unaudited)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (5,823 | ) | $ | (4,799 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 407 | 473 | ||||||
| Loss from disposal of property and equipment | 30 | - | ||||||
| Accrued interest | (8 | ) | (7 | ) | ||||
| Share-based compensation to employees and consultants | 345 | 735 | ||||||
| Exchange differences on cash and cash equivalents | (35 | ) | (71 | ) | ||||
| Changes in assets and liabilities: | ||||||||
| Decrease (increase) in trade receivables | (15 | ) | 150 | |||||
| Decrease (increase) in inventories | 36 | (111 | ) | |||||
| Decrease (increase) in other accounts receivable and prepaid expenses | (166 | ) | 69 | |||||
| Decrease in operating lease right of use assets | 345 | 325 | ||||||
| Increase (decrease) in trade payables | (354 | ) | (299 | ) | ||||
| Decrease in operating lease liabilities | (232 | ) | (112 | ) | ||||
| Increase (decrease) in accrued liabilities and other payables | 88 | 40 | ||||||
| Net cash used in operating activities | (5,382 | ) | (3,607 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (75 | ) | (12 | ) | ||||
| Proceeds from sale of property and equipment | 83 | 1 | ||||||
| Net cash provided by (used in) investing activities | 8 | (11 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of shares and warrants less issuance expenses | 1,719 | 3,102 | ||||||
| Proceeds on account of shares yet to be issued, net of issuance costs | 620 | - | ||||||
| Net cash provided by financing activities | 2,339 | 3,102 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 3 | 41 | ||||||
| Net decrease in cash and cash equivalents | (3,032 | ) | (475 | ) | ||||
| Cash and cash equivalents at the beginning of the period | 5,591 | 11,909 | ||||||
| Cash and cash equivalents at the end of the period | $ | 2,559 | $ | 11,434 | ||||
6
COLLPLANT BIOTECHNOLOGIES LTD.
APPENDICES TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
(Unaudited)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Supplemental disclosure of non-cash activities: | ||||||||
| Right of use assets recognized with corresponding lease liabilities | $ | 46 | $ | 58 | ||||
| Capitalization of Share-based compensation to inventory | $ | 3 | $ | 2 | ||||
7
COLLPLANT BIOTECHNOLOGIES LTD.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(U.S. dollars in thousands, except per share data)
(Unaudited)
| Six months ended June 30 | Three months ended June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| GAAP operating expenses: | $ | 5,049 | $ | 6,686 | $ | 2,177 | $ | 3,171 | ||||||||
| Change of operating lease accounts | 63 | 9 | 39 | 5 | ||||||||||||
| Share-based compensation to employees, directors and consultants | (345 | ) | (735 | ) | (165 | ) | (353 | ) | ||||||||
| Non-GAAP operating expenses: | 4,767 | 5,960 | 2,051 | 2,823 | ||||||||||||
| GAAP operating loss | (5,748 | ) | (4,826 | ) | (2,633 | ) | (3,178 | ) | ||||||||
| Change of operating lease accounts | (63 | ) | (9 | ) | (39 | ) | (5 | ) | ||||||||
| Share-based compensation to employees, directors and consultants | 345 | 735 | 165 | 353 | ||||||||||||
| Non-GAAP operating loss | (5,466 | ) | (4,100 | ) | (2,507 | ) | (2,830 | ) | ||||||||
| GAAP Net loss | (5,823 | ) | (4,799 | ) | (2,726 | ) | (3,347 | ) | ||||||||
| Change of operating lease accounts | 113 | 213 | 119 | 273 | ||||||||||||
| Share-based compensation to employees, directors and consultants | 345 | 735 | 165 | 353 | ||||||||||||
| Non-GAAP Net loss | $ | (5,365 | ) | $ | (3,851 | ) | $ | (2,442 | ) | $ | (2,721 | ) | ||||
| GAAP basic and diluted loss per ordinary share | $ | (4.13 | ) | $ | (4.12 | ) | $ | (1.89 | ) | $ | (2.83 | ) | ||||
| NON- GAAP basic and diluted loss per ordinary share | $ | (3.81 | ) | $ | (3.31 | ) | $ | (1.69 | ) | $ | (2.30 | ) | ||||
8
About CollPlant
CollPlant Biotechnologies Ltd. (NASDAQ: CLGN) is an innovative technology company operating at the intersection of deep-tech computing and advanced biotechnology. Through its subsidiary LightSolver, CollPlant is advancing the development of proprietary all-optical laser based computing architectures designed to resolve the world’s most demanding computational bottlenecks across artificial intelligence, aerospace, financial engineering, and high-performance computing. Concurrently, CollPlant remains a leader in regenerative medicine, pioneering plant-derived recombinant human collagen (rhCollagen) technologies for 3D bioprinting of tissues and organs and medical aesthetics.
For more information about CollPlant, visit http://www.collplant.com.
Use of Non-US GAAP (“non-GAAP”)
Financial results for 2026 and 2025 are presented on both a GAAP and a non-GAAP basis. GAAP results were prepared in accordance with U.S. GAAP and include all revenue and expenses recognized during the period. The release contains certain non-GAAP financial measures for operating costs and expenses, operating income (or loss), net income (or loss) and basic and diluted net income (or loss) per share that exclude the effects of non-cash expense for share-based compensation to employees, directors and consultants, and change in operating lease accounts. CollPlant’s management believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s performance that enhances management’s and investors’ ability to evaluate the Company’s operating costs, net income (or loss) and income (or loss) per share, and to compare them to historical Company results.
The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when operating and evaluating the Company’s business internally and therefore decided to make these non-GAAP adjustments available to investors. The non-GAAP financial measures used by the Company in this press release may be different from the measures used by other companies.
The Company’s condensed consolidated financial statements for the six months ended June 30, 2026, are presented in accordance with generally accepted accounting principles in the U.S.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to the integration of LightSolver and the anticipated benefits of the acquisition; the development, commercialization and market adoption of LightSolver’s LPU technology; the development and commercialization of CollPlant’s rhCollagen-based products and product candidates; strategic collaborations; and the Company’s future business and prospects.These statements can be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “should,” “could,” “might,” “seek,” “target,” “will,” “project,” “continue” and similar expressions. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of the Company’s control. Factors that could cause actual results to differ materially include the risk that the anticipated benefits of the transaction are not realized, or are not realized within the expected timeframe; risks associated with integrating LightSolver’s business, operations and personnel; LightSolver’s ability to achieve anticipated technological and commercial milestones; uncertainties regarding market acceptance and adoption of LightSolver’s technology; the ability to develop and commercialize LightSolver’s products and technology successfully; the ability to establish and expand strategic collaborations and commercial relationships; competition and technological developments; intellectual property risks; the availability of capital; CollPlant’s ability to maintain compliance with Nasdaq listing requirements; general market, industry, economic and geopolitical conditions; and other risks and uncertainties described in CollPlant’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 20-F and subsequent Reports on Form 6-K. Forward-looking statements speak only as of the date of this press release. CollPlant undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.
Contacts
CollPlant:
Eran Rotem
Deputy CEO & CFO
Tel: + 972-73-2325600
Email: Eran@collplant.com
9
Exhibit 99.2
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JUNE 30, 2026
TABLE OF CONTENTS
| Page | |
| CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
| Condensed Consolidated Balance Sheets | F-2 - F-3 |
| Condensed Consolidated Statements of Operations | F-4 |
| Condensed Consolidated Statements of Shareholder’s Equity | F-5 |
| Condensed Consolidated Statements of Cash Flows | F-6 - F-7 |
| Notes to Condensed Consolidated Financial Statements | F-8 - F-18 |
F-1
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | | |||||
| Restricted deposit | ||||||||
| Trade receivables, net | ||||||||
| Inventories | ||||||||
| Other accounts receivable and prepaid expenses | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Restricted deposit | ||||||||
| Operating lease right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
F-2
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Liabilities and shareholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | $ | ||||||
| Operating lease liabilities | ||||||||
| Accrued liabilities and other payables | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ Equity: | ||||||||
| Ordinary shares, NIS | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| (*) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| Six months ended June 30 |
||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit (loss) | ( | ) | ||||||
| Operating expenses: | ||||||||
| Research and development | ||||||||
| General, administrative and marketing | ||||||||
| Total operating loss | ||||||||
| Financial income (expenses), net | ( | ) | ||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net loss per ordinary share (*) | $ | ( | ) | $ | ( | ) | ||
| Weighted average ordinary shares outstanding used in computation of basic and diluted net loss per share (*) | ||||||||
| (*) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except share data)
(Unaudited)
| Additional | Accumulated other | |||||||||||||||||||||||
| Ordinary shares | paid-in | comprehensive | Accumulated | |||||||||||||||||||||
| Number (*) | Amounts | capital | loss | deficit | Total | |||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Issuance of ordinary shares and warrants, net of issuance costs of $ | ||||||||||||||||||||||||
| Issuance of ordinary shares in connection with equity incentive plans | ||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| BALANCE AT DECEMBER 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Issuance of ordinary shares and warrants, net of issuance costs of $ | ||||||||||||||||||||||||
| Issuance of ordinary shares in connection with equity incentive plans | ||||||||||||||||||||||||
| Proceeds on account of shares yet to be issued, net of issuance costs | - | |||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
(*)
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
(Unaudited)
| Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Loss from disposal of property and equipment | ||||||||
| Accrued interest | ( | ) | ( | ) | ||||
| Share-based compensation to employees and consultants | ||||||||
| Exchange differences on cash and cash equivalents | ( | ) | ( | ) | ||||
| Changes in assets and liabilities: | ||||||||
| Decrease (increase) in trade receivables | ( | ) | ||||||
| Decrease (increase) in inventories | ( | ) | ||||||
| Decrease (increase) in other accounts receivable and prepaid expenses | ( | ) | ||||||
| Decrease in operating lease right of use assets | ||||||||
| Increase (decrease) in trade payables | ( | ) | ( | ) | ||||
| Decrease in operating lease liabilities | ( | ) | ( | ) | ||||
| Increase (decrease) in accrued liabilities and other payables | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of property and equipment | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of shares and warrants less issuance expenses | ||||||||
| Proceeds on account of shares yet to be issued, net of issuance costs | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | $ | $ | ||||||
F-6
COLLPLANT BIOTECHNOLOGIES LTD.
APPENDICES TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
(Unaudited)
| Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Supplemental disclosure of non-cash activities: | ||||||||
| Right of use assets recognized with corresponding lease liabilities | $ | $ | ||||||
| Capitalization of Share-based compensation to inventory | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-7
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
Note 1 - NATURE OF OPERATIONS:
| a. | CollPlant Biotechnologies Ltd. (the “Company”) is a pioneering technology company operating at the forefront of both regenerative medicine and advanced high-performance photonic computing.
In the healthcare sector, the Company is focused on 3D bioprinting of tissues and organs and medical aesthetics, utilizing its proprietary recombinant human collagen (rhCollagen) produced via plant-based genetic engineering. The Company’s healthcare revenues include income from business collaborators and sales of (i) bioInk products for 3D bioprinting, (ii) rhCollagen for medical aesthetics, and (iii) rhCollagen-based products for tendinopathy and wound care.
On September 3, 2026, the Company completed the acquisition of LightSolver Ltd. (“LightSolver”), as further described in Note 8(c).
The Company operates primarily through its operating subsidiaries: CollPlant Ltd. (which established CollPlant Inc. in the United States in November 2021, which has not yet commenced operations) and LightSolver Ltd., acquired in September 2026. |
| b. | For the six months ended and as of June 30, 2026, the Company incurred a net loss of $ |
The Company expects to incur future net losses and the transition to profitability is dependent upon, among other things, the successful development and commercialization of the Company’s products and product candidates or, the establishment of contracts for the distribution of new product lines, any of which, or in combination, would contribute to the achievement of a level of revenue adequate to support the cost structure.
As of the approval date of these consolidated financial statements, the Company’s available liquidity is not sufficient to fund its operations and meet its obligations for the twelve-month period following the issuance date of these consolidated financial statements. Consequently, there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management’s plans include the continued development and commercialization of the Company’s products and product candidates, advancement of its existing collaborations with global leading companies, pursuit of additional strategic partnerships and licensing arrangements, and raising capital through public or private offerings of equity or debt securities. The Company has historically accessed the capital markets and entered into strategic collaborations to support its operations, however, there can be no assurance that the Company will be successful in obtaining sufficient financing on acceptable terms, or at all.
If the Company is unsuccessful in commercializing its products, advancing its collaborations, or raising additional capital, it may be required to reduce its operating activities, modify its strategic plans, or curtail certain operations.
F-8
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
| a. | Basis of presentation |
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S GAAP”) for interim financial information. Accordingly, they do not contain all information and notes required by U.S GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented.
These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual financial statements for the year ended December 31, 2025, as filed in the 20-F on March 26, 2026.
The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2025, contained in the Company’s Annual Report have been applied consistently in these unaudited condensed consolidated financial statements.
| b. | Use of estimates in the preparation of financial statements |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. Actual results may differ from those estimates.
| c. | Principles of consolidation |
The consolidated financial statements include the accounts of CollPlant Biotechnologies Ltd. and its wholly-owned subsidiary, CollPlant Ltd, as of June 30,2026. Intercompany balances and transactions have been eliminated upon consolidation.
F-9
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continue):
| d. | Income (loss) per share |
Basic income (loss) per share is computed on the basis of the net income (loss), for the period divided by the weighted average number of ordinary shares outstanding during the period. Diluted income (loss) per share is based upon the weighted average number of ordinary shares and of ordinary shares equivalents outstanding when dilutive. Ordinary share equivalents include outstanding share options and warrants, which are included under the treasury stock method when dilutive.
The calculation of diluted loss per share does not include options, restricted share units and warrants exercisable into
| (*) | Adjusted to reflect the reverse stock splits, see Note 6 and 8. |
| e. | Segments |
The Company operates as
| f. | Warrants classification: |
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, are indexed to the Company’s own share and whether the warrants are eligible for equity classification under ASC 815-40. This assessment is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding.
Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital.
F-10
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continue):
| g. | Newly issued and recently adopted accounting pronouncements: |
Recently adopted accounting pronouncements:
| In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted ASU 2025-05 as of January 1, 2026 on a prospective basis and elected the practical expedient. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
New accounting pronouncements not yet effective:
| 1) | In November 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income, Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires that public business entities disclose more detailed information about types of expenses in commonly presented expense captions. This guidance is effective for annual reporting periods beginning after December 31, 2026, and for interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03. |
| 2) | In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The amendment modernizes the accounting for software costs and enhances the transparency about an entity’s software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of this amendment on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU was updated to improve the navigability of the required interim disclosures within ASC No. 270 and to clarify when the guidance applies. This ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. The amendments in this ASU are required to be adopted for interim reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either through a prospective or retrospective approach. The Company is currently evaluating the effect of adopting the ASU on its condensed consolidated financial statement disclosures. |
F-11
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 3 – INVENTORIES, NET:
| a. |
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Work in progress | $ | |||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
| b. | During the six months period ended June 30, 2026, the Company recorded approximately $ |
| During the six months period ended June 30, 2025, the Company recorded approximately $ |
NOTE 4 – COMMITMENTS AND CONTINGENCIES
| Commitment to pay royalties to the government of Israel |
The Company received grants from the Israeli Innovation Authority (IIA) for research and development funding until the year 2019, and therefore is subject to the provisions of the Israeli Law for the Encouragement of Research, Development and Technological Innovation in the Industry and the regulations and guidelines thereunder (the “Innovation Law”), the regulations promulgated thereunder, the IIA’s rules and guidelines and the terms of the approved program funded by the IIA. Under the Innovation Law royalties of
The Company did not apply for grants from the IIA since 2019. For the six months period ended June 30, 2026 and 2025, the Company recorded royalties expenses of $
The royalty expenses which are related to the funded project are recognized in the statements of operations as a component of cost of revenue.
As of June 30, 2026, the maximum total royalty amount payable by the Company under the IIA funding arrangement is approximately $
F-12
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 5 - Development, Exclusivity and Option Products Agreement
On February 5, 2021, CollPlant entered into a Development, Exclusivity and Option Products Agreement with AbbVie (the “AbbVie Development Agreement”), pursuant to which CollPlant and AbbVie collaborated in the development and commercialization of dermal and soft tissue filler products for the medical aesthetics market using CollPlant’s rhCollagen technology.
Under the AbbVie Development Agreement, CollPlant received an upfront cash payment of $
In April 2026, AbbVie notified the Company of its decision to terminate the AbbVie Development Agreement. The termination became effective following the applicable notice period. As a result of the termination, the Company does not expect to receive additional development, regulatory or commercial milestone payments or royalties under the AbbVie Development Agreement.
NOTE 6 - SHARE CAPITAL (*):
| a. | Ordinary shares |
| 1) | Rights of the Company’s ordinary shares |
Each ordinary share is entitled to
| 2) | Changes in share capital |
| a) | On June 2, 2025, the Company completed a registered direct offering pursuant to which it issued and sold an aggregate of |
| b) | On February 6, 2026, the Company completed a registered direct offering pursuant to which it issued and sold an aggregate of |
F-13
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 6 - SHARE CAPITAL (*) (CONTINUE):
| agent to purchase |
| c) | On June 29, 2026, the Company entered into a securities purchase agreement with certain investors for an aggregate investment amount of approximately $ |
As of June 30, 2026, the Company had received $
On July 6, 2026, the June 2026 Offering was completed. Upon closing, the Company issued
The pre-funded warrants have an exercise price of $
The Company determined that the pre-funded warrants, Series A warrants and Series B warrants issued in connection with the June 2026 Offering meet the criteria for equity classification. Accordingly, the related issuance costs were accounted for as a reduction of shareholders’ equity.
| d) | During the six months ended June 30, 2026 and June 30, 2025, the Company issued |
| b. | Share- based compensation |
| 1) | Option plan |
Under the Company’s new share award plan (the “2024 Plan”), the Company may grant its employees, directors and consultants with several equity-based awards, including options, shares, restricted shares, restricted share units, stock appreciation rights, performance units, performance shares and other stock or cash awards. The 2024 Plan is in effect for a term of ten (
The Company still has options outstanding under its former Share Ownership and Option Plan (2010), or the 2010 Plan. These options were granted to employees, directors and consultants of the Company. Each option is exercisable into one ordinary share of the Company of NIS
| 2) | Options grants |
In the six months ended June 30, 2026, and June 30, 2025, options were granted.
F-14
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 6 - SHARE CAPITAL (*) (CONTINUE):
During the six months ended June 30, 2026 and June 30, 2025, options were exercised.
The fair value of options vested during the six months ended June 30, 2026, and 2025 was $
The following table summarizes the activity in options granted to employees and directors for the six months period ended June 30, 2026:
| Number of options | Weighted average exercise price | Weighted average remaining contractual term (in years) | Aggregate intrinsic value | |||||||||||||
| Options outstanding at the beginning of the period | $ | $ | ||||||||||||||
| Expired | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Options outstanding at the end of the period | $ | $ | ||||||||||||||
| Options exercisable at the end of the period | $ | $ | ||||||||||||||
The following table summarizes the activity in options granted to consultants for the six months period ended June 30, 2026:
| Number of options | Weighted average exercise price | Weighted average remaining contractual term (in years) | Aggregate intrinsic value | |||||||||||||
| Options outstanding at the beginning of the period | $ | $ | ||||||||||||||
| Expired | ||||||||||||||||
| Options outstanding at the end of the period | $ | $ | ||||||||||||||
| Options exercisable at the end of the period | $ | $ | ||||||||||||||
F-15
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 6 - SHARE CAPITAL (*) (CONTINUE):
| 3) | RSUs grants |
In the six months ended June 30, 2025, RSUs were granted.
The following table summarizes the activity in RSUs granted to employees and consultants under the 2024 Plan for the six months period ended June 30, 2026:
| Number of RSUs | Weighted Average Grant Date Fair Value | |||||||
| Unvested at the beginning of the period | $ | |||||||
| Granted | ||||||||
| Vested and settled into ordinary shares | ||||||||
| Forfeited | ||||||||
| Unvested at the end of the period | $ | |||||||
| 4) |
| Six months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| Cost of revenue | $ | $ | ||||||
| Research and development | ||||||||
| General, administrative and marketing | ||||||||
| $ | $ | |||||||
As of June 30, 2026, there was $
| (*) | Adjusted to reflect the reverse stock splits, see Note 8. |
F-16
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 7 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION
| a. | Disaggregated revenues: |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues from milestones (See note 5) | $ | $ | ||||||
| Revenues from the sales of goods | ||||||||
| Total revenues | $ | $ | ||||||
| b. | Revenues by geographic area were as follows: |
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| United States | $ | $ | ||||||
| Canada | ||||||||
| Europe and others | ||||||||
| Israel | ||||||||
| Total revenues | $ | $ | ||||||
| c. | Major customers |
Set forth below is a breakdown of the Company’s revenue by major customers (major customer –revenues from these customers constitute at least 10% of total revenues in a certain period):
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Customer A | $ | $ | ||||||
| Customer B | $ | $ | ||||||
NOTE 8 - SUBSEQUENT EVENTS:
| a. | On July 29, 2026, the Company’s shareholders approved an increase in the Company’s authorized share capital from |
| b. | On August 18, 2026, the Company’s shareholders approved an amendment to the Company’s amended and restated Memorandum and Articles of Association to eliminate the par value of the Company’s ordinary shares. Following such amendment, the Company’s ordinary shares are without par value. |
At the same meeting, the Company’s shareholders approved a reverse share split of the Company’s ordinary shares at a ratio ranging from
F-17
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 8 - SUBSEQUENT EVENTS (CONTINUE):
No fractional ordinary shares were issued as a result of the reverse share split, and fractional shares were rounded to the nearest whole ordinary share.
In connection with the reverse share split, proportionate adjustments were made to the number of ordinary shares issuable upon the exercise or vesting of the Company’s outstanding warrants, RSU’s, options and other equity awards, as applicable, and to the related exercise prices.
All share and per share amounts presented in these condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the
| c. | On August 29, 2026, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with LightSolver, an Israeli private company, and the shareholders of LightSolver, pursuant to which the Company agreed to acquire all of the issued and outstanding share capital of LightSolver. On September 3, 2026, the acquisition was completed and LightSolver became a subsidiary of the Company. Subsequently, on September 30, 2026, the Company entered into an amendment to the Purchase Agreement. |
LightSolver is an Israeli technology company developing a photonic computing platform based on its proprietary Laser Processing Unit (“LPU”) technology. Following the acquisition, the Company expanded its operations into the high-performance computing and photonics sectors, alongside its existing regenerative and aesthetic medicine activities.
Pursuant to the Purchase Agreement, as amended, the consideration to the former shareholders of LightSolver includes: (i)
In addition, certain holders of outstanding and unvested options of LightSolver are entitled to receive rollover options to purchase an aggregate of
At closing, the Company invested $
H.C. Wainwright & Co., LLC (“Wainwright”) acted as advisor to the Company and in connection with the acquisition, the Company entered into a finder agreement pursuant to which the Company agreed to issue Wainwright (or its designees) warrants (the “Finder Warrants”) to purchase
Rodman & Renshaw, LLC (“R&R”) acted as advisor to LightSolver and in connection with the acquisition, on September 24, 2026, the Company and LightSolver entered into an agreement with R&R (the “R&R Agreement”) providing for the issuance to R&R of the following: (i) a pre-funded warrant to purchase
| d. | During August and September 2026, certain shareholders exercised Series B warrants to purchase an aggregate of |
F-18
Exhibit 99.3
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Form 6-K and our Annual Report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”).
Unless the context requires otherwise, the terms “CollPlant,” “we,” “us,” “our,” “the Company,” and similar designations refer to CollPlant Biotechnologies Ltd. and its subsidiary, LightSolver Ltd., or LightSolver, and our wholly owned subsidiary, CollPlant Ltd. References to “ordinary shares”, “warrants” and “share capital” refer to the ordinary shares, warrants and share capital, respectively, of CollPlant Biotechnologies Ltd.
References to “U.S. dollars” and “$” are to currency of the United States of America. References to “ordinary shares” are to our ordinary shares no par value. Our financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate our expected results for any future periods.
On September 4, 2026, we effected a 1-for-10 reverse share split of our ordinary shares, and all share and per-share amounts presented herein have been adjusted retrospectively to reflect the reverse share split.
Forward-Looking Statements
Certain information included in this discussion may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | the risk that the anticipated benefits of the acquisition of LightSolver are not realized, or are not realized within the expected timeframe; | |
| ● | risks associated with integrating LightSolver’s business, operations and personnel; | |
| ● | LightSolver’s ability to achieve anticipated technological and commercial milestones; uncertainties regarding market acceptance and adoption of LightSolver’s technology; | |
| ● | the ability to develop and commercialize LightSolver’s products and technology successfully; | |
| ● | our history of significant losses, and our need to raise additional capital and our inability to obtain additional capital on acceptable terms, or at all; |
| ● | our ability to establish and expand strategic partnerships and other corporate collaborations; |
| ● | the scope of protection we are able to establish and maintain for intellectual property rights and our ability to operate our 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; | |
| ● |
statements as to the impact of the political and security situation in Israel on our business; and
| |
| ● | our ability to maintain compliance with Nasdaq listing requirements; | |
| ● | those factors referred to under the headings “Risk Factors” and “Operating and Financial Review and Prospects” in our Annual Report, as well as in our Annual Report generally. |
Readers are urged to carefully review and consider the various disclosures made throughout the following discussion which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
You should not put undue reliance on any forward-looking statements. Any forward-looking statements in the following discussion are made as of the date hereof and are expressly qualified in their entirety by the cautionary statements included in the following discussion. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Overview
We are an innovative technology company operating at the intersection of deep-tech computing and advanced biotechnology. Through our subsidiary LightSolver, we are advancing the development of proprietary all-optical laser based computing architectures designed to resolve the world’s most demanding computational bottlenecks across artificial intelligence, aerospace, financial engineering, and high-performance computing. Concurrently, we remain a leader in regenerative medicine, pioneering plant-derived recombinant human collagen (rhCollagen) technologies for 3D bioprinting of tissues and organs and medical aesthetics.
Following the closing of the acquisition of LightSolver as described below, LightSolver operates as our subsidiary, and our operations include both our existing regenerative and aesthetic medicine business and LightSolver’s photonic computing business, focused on the development and commercialization of its Laser Processing Unit (LPU) technology. As we enter the photonics market, we intend to continue to evaluate and manage our existing regenerative and aesthetic medicine business and actively pursue strategic collaborations with global leaders interested in integrating our rhCollagen technology into their development pipelines.
Acquisition of Lightsolver
On August 29, 2026, we entered into a Share Purchase Agreement dated as of August 29, 2026, or the Purchase Agreement, with LightSolver and the current shareholders of LightSolver, or the Sellers for the purchase of all of the issued and outstanding share capital of LightSolver, or the Acquisition. The closing of the Acquisition occurred on September 3, 2026. Subsequently, on September 30, 2026, we entered into an amendment to the Purchase Agreement providing that all outstanding vested and unvested Section 3(i) options of LightSolver will be assumed by us and converted into options to purchase our ordinary shares, rather than requiring vested Section 3(i) options to be exercised in connection with the Acquisition, and revising the capitalization table and allocation schedule attached to the Purchase Agreement.
In consideration for the Acquisition, we agreed to issue to the Sellers the following securities, which we refer collectively to as the “Consideration Securities”: (i) an aggregate of 336,103 of our ordinary shares representing 17.8% of our outstanding ordinary shares prior to entering into the Purchase Agreement, or the Closing Shares; (ii) pre-funded warrants to purchase an aggregate of 668,448 of our ordinary shares, or the Pre-Funded Warrants, and (iii) three series of milestone-based warrants to purchase an aggregate of 22,231,164 of our ordinary shares, or the Milestone Warrants, consisting of (a) Series 1 Milestone Warrants exercisable for up to 2,455,120 ordinary shares, (b) Series 2 Milestone Warrants exercisable for up to 9,553,640 ordinary shares, and (c) Series 3 Milestone Warrants exercisable for up to 10,222,404 ordinary shares, with each series becoming exercisable upon the achievement of a separate operational milestone as set forth in the Purchase Agreement. The purchase price of each Pre-Funded Warrant and Milestone Warrant is $0.0001 per ordinary share. In addition, we agreed to issue to certain holders of outstanding and unvested options of LightSolver, options to purchase an aggregate of 385,198 of our ordinary shares, or the Rollover Options.
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The Pre-Funded Warrants, the Milestone Warrants and Rollover Options are subject to an equity issuance limitation designed to comply with Nasdaq Listing Rule 5635, or the Equity Blocker. Accordingly, unless and until we obtain any required shareholder approval under Nasdaq rules, we will not be required to issue ordinary shares upon the exercise of such securities to the extent doing so would exceed the applicable issuance threshold under Nasdaq Listing Rule 5635. If a holder seeks to exercise warrants in a manner that would exceed such limit, we are required to promptly seek the requisite shareholder approval and will continue to resubmit the matter for shareholder approval, if necessary, until such approval is obtained. Until shareholder approval is received, any portion of the applicable warrants or awards that would exceed the Nasdaq issuance limit will remain outstanding and exercisable, but the underlying shares may not be issued.
One outstanding Simple Agreement for Future Equity (SAFE) previously issued by LightSolver with an aggregate purchase amount of $2.0 million was not converted in connection with the Acquisition and will remain outstanding following the closing in accordance with its terms. The SAFE provides the holder with the right to receive equity securities of LightSolver upon the occurrence of certain future financing transactions and for certain cash or equity settlement rights in connection with a change of control or other liquidity events. Accordingly, the SAFE may result in future dilution to our ownership interest in LightSolver and, indirectly, to our shareholders.
Effective at closing, we appointed Dr. Ruti Ben Shlomi to our board of directors to serve until our next annual general meeting.
The Purchase Agreement permits us to monetize certain regenerative and aesthetic medicine assets following closing, with 20% of the resulting net proceeds payable to certain designated officers of us and the remaining proceeds retained by us.
The Purchase Agreement contains customary representations, warranties, covenants, conditions to closing and indemnification obligations of us and the Sellers. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Further, pursuant to the Purchase Agreement, we agreed to file a registration statement on Form F-1 (or Form F-3, if then available) with the SEC within 75 days following the closing, covering the resale of the Closing Shares and ordinary shares issuable upon exercise of the Pre-Funded Warrants and Milestone Warrants, and to use our best efforts to cause such registration statement to be declared effective within 180 days following the closing (or 210 days if the SEC reviews and has comments on the registration statement).
H.C. Wainwright & Co., LLC, or Wainwright, acted as advisor to us and in connection with the Acquisition, we entered into a finder agreement pursuant to which we agreed to issue Wainwright (or its designees) warrants (the “Finder Warrants”) to purchase 200,000 of our ordinary shares at an exercise price of $3.60 per share upon closing of the acquisition. The warrants will have a five-year term following initial exercise date and the exercisability of the warrants shall be subject to shareholder approval.
Rodman & Renshaw, LLC, or R&R, acted as advisor to LightSolver and in connection with the Acquisition and on September 24, 2026, we and LightSolver entered into an agreement with R&R, or the R&R Agreement providing for the issuance to R&R of the following: (i) a pre-funded warrant to purchase 69,487 of our ordinary shares and milestone warrants to purchase an aggregate of 1,111,558 of our ordinary shares, the exercise of which shall be subject to the same milestone triggers as the Consideration Securities, or the Advisor Acquisition Securities, (ii) a contingent pre-funded warrant to purchase 106,294 of our ordinary shares for each $6.25 million of gross proceeds in certain equity and debt financing and grants or sales of certain assets up to a maximum of pre-funded warrants to purchase 425,176 of our ordinary shares, or the Contingent Pre-Funded Warrants, and (iii) a pre-funded warrant to purchase 18,761 of our ordinary shares and milestone warrants to purchase an aggregate of 300,120 of our ordinary shares, the exercise of which shall be subject to the same milestone triggers as the Consideration Securities or the Advisory Securities. We and LightSolver also entered into an agreement on substantially similar terms as the R&R Agreement with another advisor granting to such advisor Advisor Acquisition Securities, Contingent Pre-Funded Warrants and Advisory Securities and who is acting in an advisory role to LightSolver. The issuance of ordinary shares underlying the Advisor Acquisition Securities, Contingent Pre-Funded Warrants and Advisory Securities to both such parties will be subject to shareholder approval. Pursuant to an instruction from LightSolver, the Advisor Acquisition Securities and Advisory Securities issuable to such advisors will be deducted from the Consideration Securities otherwise issuable under the Purchase Agreement.
Financial Operations Overview
Revenues
Our ability to generate significant revenues will depend on the successful commercialization of the LightSolver technology and on our ability to establish and maintain business collaborations with leading companies for 3D bioprinting of organs and tissues, and for medical aesthetics. In the six months ended June 30, 2026, we generated revenues of $0.2 million, compared to $2.2 million for the six months ended June 30, 2025. The decrease was primarily due to a $2.0 million development milestone payment from a former business collaborator of our medical aesthetics business, which was recognized as revenue in 2025 and did not recur in the current period.
Our revenues are recorded in the amount of consideration to which we expect to be entitled in exchange for performance obligations upon transfer of control to the customer.
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Cost of Revenues
Cost of revenues in our proprietary products and services includes expenses for the manufacturing of products such as raw materials, payroll, utilities, laboratory costs, share-based compensation and depreciation. Cost of revenue also includes royalties to the Israeli Innovation Authority (“IIA”) and provisions for inventory write-downs and other manufacturing-related costs.
For more information, see “Item 3.D. Risk Factors—Risks Related to Our Financial Position and Capital Requirements—The IIA grants we have received in the past for research and development expenditures may restrict our ability to manufacture products and transfer know-how outside of Israel and require us to satisfy specified conditions” in the Annual Report on Form 20-F as of and for the year ended December 31, 2025.
Operating Expenses
Research and Development Expenses
Research and development expenses consist of costs incurred for the development of our rhCollagen-based products. Those expenses include:
| ● | employee-related expenses, including salaries and share-based compensation expenses for employees in research and development functions; | |
| ● | expenses incurred in operating our laboratories; | |
| ● | expenses incurred under agreements with CROs and investigative sites that conduct our pre-clinical trials; | |
| ● | expenses relating to outsourced and contracted services, such as external laboratories, consulting, and advisory services; | |
| ● | supply, development, and manufacturing costs relating to clinical trial materials; | |
| ● | maintenance of facilities, depreciation, and other expenses, which include direct and allocated expenses for rent and insurance, net of expenses capitalized to inventory; and | |
| ● | costs associated with preclinical and clinical activities. |
Research and development activities are the primary focus of our business. We expect that our research and development expenses will continue to be significant in absolute dollars in future periods as we continue to invest in research and development activities related to the development of our products.
Our total research and development expenses for the six months ended June 30, 2026 were $2.8 million. We did not apply for grants from the IIA since 2019 and to date, we have charged all research and development expenses to operations as they are incurred.
There are numerous factors associated with the successful commercialization of any of our products, many of which cannot be determined with accuracy at this time. Additionally, future commercial and regulatory factors beyond our control will affect our development programs and plans.
General, Administrative, and Marketing Expenses
Our general and administrative expenses consist principally of:
| ● | employee-related expenses, including salaries, benefits, and related expenses, including share-based compensation expenses; | |
| ● | legal and professional fees for auditors, investor relations and other consulting expenses not related to research and development activities; | |
| ● | cost of offices, communication, and office expenses; | |
| ● | information technology expenses; | |
| ● | business development and marketing activities; |
| ● | stock exchange fees and related services; and |
| ● | board members related expenses, including fees and directors’ and officers’ liability insurance premiums. |
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Financial Income/Financial Expense, net
Financial income includes interest income regarding short-term deposits and restricted deposits. Financial expense consists of bank and other fees and exchange rate differences from the strengthening of the U.S. dollars compared to the NIS.
Taxes on Income
We do not generate taxable income in Israel, as we have historically incurred operating losses resulting in carry forward tax losses. As of December 31, 2025, we have incurred operating losses of approximately $54.0 million for CollPlant Biotechnologies Ltd. and $52.6 million for CollPlant Ltd.
We anticipate that we will be able to carry forward these tax losses indefinitely to future tax years assuming that we utilize them at the first opportunity. Accordingly, we do not expect to pay taxes in Israel until we have taxable income after the full utilization of our carry forward tax losses.
The standard corporate tax rate in Israel is 23%. Under the Israeli Law for the Encouragement of Capital Investments, 5719-1959, as amended, or the Investment Law and other Israeli laws, we may be entitled to certain additional tax benefits, including reduced tax rates, accelerated depreciation, and amortization rates for tax purposes on certain assets and amortization of other intangible property rights for tax purposes.
Operating Results
The following table sets forth a summary of our operating results (unaudited):
| Six months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| USD in thousands | ||||||||
| Revenues | $ | 181 | $ | 2,234 | ||||
| Cost of revenues | 880 | 374 | ||||||
| Gross profit (loss) | (699 | ) | 1,860 | |||||
| Operating expenses: | ||||||||
| Research and development | 2,843 | 4,118 | ||||||
| General, administrative and marketing | 2,206 | 2,568 | ||||||
| Total operating expenses: | 5,049 | 6,686 | ||||||
| Total operating loss | 5,748 | 4,826 | ||||||
| Financial income (expenses), net | (75 | ) | 27 | |||||
| Net loss for the period | $ | (5,823 | ) | $ | (4,799 | ) | ||
Six months ended June 30, 2026, compared to six months ended June 30, 2025
Revenues
In the six months ended June 30, 2026, we generated revenues of approximately $0.2 million, compared to $2.2 million for the six months ended June 30, 2025. The decrease in revenue is mainly related to a $2.0 million milestone payment received in 2025 from a former business collaborator of our medical aesthetics business.
Cost of revenues
We incurred cost of revenues in the amount of $0.9 million in the six months ended June 30, 2026, compared to $0.4 million in the six months ended June 30, 2025. The increase of approximately $0.5 million was mainly attributable to lower utilization of production facilities and inventory write-downs recorded during the period.
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Research and Development Expenses
We incurred research and development expenses amounting to $2.8 million in the six months ended June 30, 2026, compared to $4.1 million in the six months ended June 30, 2025. The decrease of approximately $1.3 million was mainly related to our cost reduction plan, including (i) a $0.5 million decrease in personnel-related and share-based compensation expenses, (ii) a $0.3 million decrease in manufacturing and facility-related costs allocated to research and development, primarily due to a decrease in research and development activities, and (iii) a $0.2 million decrease related to the breast implants project.
General, Administrative and Marketing Expenses
We incurred general, administrative and marketing expenses of $2.2 million in the six months ended June 30, 2026, compared to $2.6 million in the six months ended June 30, 2025. The decrease of approximately $0.4 million was mainly attributable to the Company’s cost reduction plan, including a $0.3 million decrease in professional service expenses. The remaining decrease was primarily attributable to lower ongoing personnel-related expenses, partially offset by compensation-related items and higher other expenses, mainly due to a capital loss from the sale of property and equipment in 2026 compared to an insurance reimbursement recorded in 2025.
Financial Income (Expenses), Net
Financial expenses, net for the six months ended June 30, 2026 totaled $0.1 million, compared to financial income, net of $0.03 million in the six months ended June 30, 2025. The increase in financial expenses, net is mainly related to a $0.1 million decrease in interest received on short-term cash deposits.
Critical Accounting Estimates
For information with respect to critical accounting estimates, see the discussion under the heading “Critical Accounting Estimates” in our Annual Report.
Recent Accounting Pronouncements
For information with respect to recent accounting pronouncements, see the discussion under the heading “Recent Accounting Pronouncements” in our Annual Report.
Liquidity and Capital Resources
Our primary uses of cash are to fund the Company operation, including working capital requirements, research and development expenses and capital expenditures. Historically, we have funded our operations primarily through cash flow from operations (including sales of our proprietary products and distribution products), payments received in connection with strategic partnerships (including milestone payments from collaboration agreements), issuances of ordinary shares and warrants (including public offerings on the Nasdaq, Tel Aviv Stock Exchange and private placements) and government grants from the IIA.
The balance of cash and cash equivalents as of June 30, 2026 and December 31, 2025 totaled $2.6 million and $5.6 million, respectively. In June 2026, we entered into a share purchase agreement for aggregate gross proceeds of $2.6 million, of which $0.7 million was received as of June 30, 2026 and the remaining proceeds were received in July 2026 upon completion of the offering. In addition, during August and September 2026, certain warrants issued in connection with the offering were exercised, resulting in additional gross proceeds to the Company of approximately $5.2 million.
We plan to fund our future operations through potential commercialization of the LightSolver photonic computing technology and potential out-licensing of our rhCollagen technology, raising additional capital through the issuance of equity or debt, adjustment of operating expenses to meet available cash resources or a combination of the foregoing. If additional capital is not available to us when needed or on acceptable terms, we may be required to significantly curtail, delay, or discontinue one or more of our research or development programs or the commercialization of any products or product candidates, and we may be unable to expand our operations or otherwise capitalize on our business opportunities, as desired.
Cash Flows
Net Cash Used in Operating Activities
Net cash used in operating activities resulted primarily from our net losses, adjusted for non-cash charges and measurements and changes in components of working capital. Adjustments to net income or loss for non-cash items include depreciation and amortization, share-based compensation, exchange differences on cash and cash equivalents, interest from short term deposits and interest from restricted deposit. This cash flow mainly reflects the cash needed for funding the products and pipeline products development and our management costs during the applicable periods.
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Net cash used in operating activities in the six months ended June 30, 2026, totaled $5.4 million and consisted primarily of (i) net loss of $5.8 million, adjusted for non-cash items including depreciation and amortization of $0.4 million, share-based compensation of $0.3 million, a loss from disposal of property and equipment of $0.03 million and exchange differences on cash and cash equivalents and restricted cash of $0.04 million, and (ii) a net change in operating assets and liabilities of $0.3 million.
Net cash used in operating activities in the six months ended June 30, 2025, totaled $3.6 million and consisted primarily of (i) net loss of $4.8 million, adjusted for non-cash items including depreciation and amortization of $0.5 million, share-based compensation of $0.7 million and exchange differences on cash and cash equivalents and restricted cash of $0.1 million, and (ii) a net change in operating assets and liabilities of $0.1 million.
Net Cash Used in Investing Activities
Net cash provided by investing activities was approximately $0.01 million during the six months ended June 30, 2026, compared to net cash used in investing activities of $0.01 million during the six months ended June 30, 2025. Net cash provided by investing activities in 2026 was primarily attributable to proceeds from sale of property and equipment, partially offset by purchases of property and equipment.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $2.3 million for the six months ended June 30, 2026, compared to $3.1 million in the six months ended June 30, 2025. Net cash provided by financing activities in 2026 was mainly attributable to net proceeds from the February 2026 registered direct offering and proceeds received on account of shares yet to be issued under the June 2026 share purchase agreement, compared to net proceeds from the June 2025 registered direct offering.
Our cash requirements from known contractual obligations within the next twelve months include:
| ● | Lease liabilities in the amount of $0.9 million; and |
| ● | Trade and other payables in the amount of $1.6 million, which include amounts related to suppliers, salaries and other liabilities with payment term of less than one year. |
Our long-term cash requirements under our various contractual obligations include:
| ● | Lease liabilities in the amount of $1.8 million. |
Cash and Funding Sources
The table below summarizes our sources of funding for the six months ended June 30, 2026:
| Issuance of Ordinary Shares and Warrants | Strategic Collaboration |
Total | ||||||||||
| (USD in thousands) | ||||||||||||
| Six months ended June 30, 2026 | 2,339 | - | 2,339 | |||||||||
Funding Requirements
During the fourth quarter of 2025, we updated our expense forecast and initiated a contingency plan that included cost cutting and significant workforce reduction. On September 3, 2026, we acquired LightSolver, following which our operations include LightSolver’s photonic computing activities, including the continued development and commercialization of its Laser Processing Unit (LPU), and evaluating and managing our existing regenerative and aesthetic medicine business. We actively pursue strategic collaborations with potential partners interested in integrating our rhCollagen technology into their development pipelines.
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We expect to continue incurring losses and negative cash flows from operations until our products reach commercial profitability. Our current cash flow and resources are not sufficient to fund our operation for the next 12 months. Accordingly, our ability to continue as a going concern will require obtaining additional financing to fund our operations, which may include private and/or public offerings of debt or equity securities. There can be no assurance that such funding will be available on acceptable terms, or at all.
Our present and future funding requirements will depend on many factors, including, among other things:
| ● | the costs associated with continuing to evaluate and manage our regenerative and aesthetic medicine programs and technologies and pursuing strategic collaborations, out-licensing opportunities and other business development activities relating to such programs and technologies; |
| ● | the costs associated with the development, validation, scaling and commercialization of LightSolver’s LPU technology and other photonic computing technologies; |
| ● | the timing and extent of LightSolver’s commercialization activities and engagements with customers and strategic partners; |
| ● | selling and marketing activities undertaken in connection with the commercialization of our products and technologies; |
| ● | the costs of integrating LightSolver’s business, operations and personnel into our business and realizing the anticipated benefits of the acquisition; |
| ● | the costs associated with operating and supporting a business in the photonic computing and high-performance computing sectors; |
| ● | the costs involved in filing patent applications and maintaining and enforcing patents or defending against claims or infringements raised by third parties; and |
| ● | the amount and timing of any revenues, milestone payments, licensing fees or other proceeds that we may receive from commercialization activities, strategic collaborations, out-licensing arrangements or other transactions. |
For more information as to the risks associated with our future funding needs, see “Item 3.D. Risk Factors” in our Annual Report on Form 20-F. We will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain additional capital when needed may force us to delay, limit, or terminate our product development efforts or other operations” in our Annual Report.
Trend Information
Following the acquisition of LightSolver, we are in the development stage of LightSolver’s Laser Processing Unit (LPU) technology. With respect to our regenerative and aesthetic medicine business, we continue to evaluate and manage our existing programs and pursue potential strategic collaborations and out-licensing opportunities. It is not possible for us to predict with any degree of accuracy the outcome of our research, development, business development or commercialization efforts. As such, it is not possible for us to predict with any degree of accuracy any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information to not necessarily be indicative of future operating results or financial condition. However, to the extent possible, certain trends, uncertainties, demands, commitments and events are included under the heading “Operating and Financial Review and Prospects” in our Annual Report and in this discussion.
Off-balance Sheet Arrangements
As of June 30, 2026, we do not have any, and during the periods presented we did not have any, off-balance sheet arrangements.
Contractual Obligations
There were no material changes outside of the ordinary course of business in our contractual obligations as of June 30, 2026, from those as of December 31, 2025 as reported in our Annual Report on Form 20-F for the year ended December 31, 2025, as filed with the SEC on March 26, 2026.
Our balance sheet liabilities do not include all of the obligations regarding royalties that we are obligated to pay to the IIA based on future sales of our products. The maximum royalty amount plus interest that would be payable by us is approximately $6.9 million (assuming 100% of the royalties are payable). This liability is contingent upon sales of our rhCollagen-based products.
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