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  4. [D] CollPlant Biotechnologies Ltd SEC Filing

CollPlant Biotechnologies (CLGN) completes $10.4M exempt private securities deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

CollPlant Biotechnologies Ltd conducted an exempt private securities offering under Rule 506(b) of Regulation D. The notice reports a total amount sold of $10,400,000, including the exercise price of ordinary shares underlying warrants with an exercise price of $0.34, with no remaining amount offered.

The securities consist of equity, Series A and Series B warrants to purchase ordinary shares, and the underlying ordinary shares issuable upon exercise. H.C. Wainwright & Co., LLC acted as placement agent and received fees, expense reimbursements, and placement agent warrants. CollPlant intends to use net proceeds for general corporate purposes, including working capital, R&D programs, and evaluating strategic business combinations and other strategic transactions.

Positive

  • None.

Negative

  • None.

Filing Explained

The completed offering includes warrant rights that could add ordinary shares later; 458,824 placement-agent warrants require shareholder approval before exercise.

CollPlant reports a Rule 506(b) exempt offering whose first sale occurred on July 6, 2026; the filing reports $10.4 million sold and $0 remaining to be sold. The securities include equity and Series A and Series B warrants.

The warrants are rights to acquire ordinary shares, not ordinary shares already issued. If exercised, the resulting share issuance would increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes.

The placement agent arrangement includes warrants for 458,824 ordinary shares at $0.425 per share, exercisable only upon shareholder approval.

Total amount sold $10,400,000 USD Exempt private offering under Rule 506(b); includes exercise price of underlying ordinary shares
Total remaining to be sold $0 USD Reported remaining amount in the exempt offering
Warrant exercise price (investor warrants) $0.34 per ordinary share Exercise price for ordinary shares underlying warrants included in total amount sold
Placement agent warrants shares 458,824 ordinary shares Warrants exercisable upon shareholder approval for placement agent
Placement agent warrant exercise price $0.425 per share Exercise price on placement agent warrants for 458,824 ordinary shares
Date of first sale 2026-07-06 First sale date for securities in the exempt offering
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Regulation D regulatory
"Certifying that, if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
placement agent warrants financial
"and warrants exercisable upon shareholder approval for 458,824 ordinary shares"
Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.
non-accountable expense allowance financial
"Includes placement and management fees, $35,000 non-accountable expense allowance"
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
general corporate purposes financial
"intends to use net proceeds for general corporate purposes, including working capital"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What size private offering did CollPlant Biotechnologies (CLGN) report on Form D?
CollPlant Biotechnologies reported a $10,400,000 exempt private securities offering. This total includes the exercise price of ordinary shares underlying issued warrants, and the filing indicates $0 remains to be sold in the offering.

What types of securities are included in CollPlant Biotechnologies (CLGN) Form D offering?
The offering includes equity, Series A and Series B warrants to purchase ordinary shares, and the underlying ordinary shares issuable upon exercise of those warrants, all disclosed as part of a single exempt private placement.

Under which exemption did CollPlant Biotechnologies (CLGN) conduct its $10.4M offering?
CollPlant Biotechnologies conducted the offering under Rule 506(b) of Regulation D. This rule provides an exemption from Securities Act registration for certain private offerings to accredited investors and limited other purchasers, subject to specific conditions.

How does CollPlant Biotechnologies (CLGN) plan to use the proceeds from the Form D offering?
CollPlant intends to use net proceeds for general corporate purposes, including working capital, funding R&D programs, and evaluating strategic business combinations and other strategic transactions, with no specific amounts allocated among these uses.

What role did H.C. Wainwright & Co. have in CollPlant Biotechnologies (CLGN) Form D transaction?
H.C. Wainwright & Co., LLC acted as placement agent. Compensation includes placement and management fees, a $35,000 non-accountable expense allowance, reimbursement of up to $50,000 legal fees, $15,950 clearing expenses, and placement agent warrants.

What are the key warrant terms disclosed in the CollPlant Biotechnologies (CLGN) Form D?
The filing notes warrants with an exercise price of $0.34 per ordinary share in the $10.4M total, and separate placement agent warrants for 458,824 ordinary shares at an exercise price of $0.425 per share, exercisable upon shareholder approval.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001631487
CollPlant Holdings Ltd.
CollPlant Biotechnologies Ltd.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
CollPlant Biotechnologies Ltd
Jurisdiction of Incorporation/Organization
ISRAEL
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CollPlant Biotechnologies Ltd
Street Address 1 Street Address 2
4 OPPENHEIMER, WEIZMANN SCIENCE PARK
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
REHOVOT ISRAEL 7670104 +972 73 232 5600

3. Related Persons

Last Name First Name Middle Name
Tal Yehiel
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Interim Chairman of the Board of Directors
Last Name First Name Middle Name
Rotem Eran
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Deputy Chief Executive Officer and Chief Financial Officer
Last Name First Name Middle Name
Fahimipoor Oren
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice President, Operations
Last Name First Name Middle Name
Bensimon Philippe
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice President, Regulatory Affairs and Quality Assurance
Last Name First Name Middle Name
Seror Jasmine
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice President, Product Development
Last Name First Name Middle Name
Bagley Bowman
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice President, Commercial North America
Last Name First Name Middle Name
Abelis Bar
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice President, Legal
Last Name First Name Middle Name
Havron Abraham
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Penn Elan
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Zarzewsky Joseph
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Evans Hugh
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Lask Alisa
Street Address 1 Street Address 2
COLLPLANT BIOTECHNOLOGIES LTD 4 Oppenheimer, Weizmann Science Park
City State/Province/Country ZIP/PostalCode
Rehovot ISRAEL 7670104
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
X Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-07-06 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Series A warrants and series B warrants to purchase ordinary shares, including underlying ordinary shares upon exercise.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
H.C. Wainwright & Co., LLC 000000375
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
430 Park Avenue 3rd Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
X Foreign/non-US
FLORIDA
NEW YORK
TEXAS

13. Offering and Sales Amounts

Total Offering Amount $10,400,000 USD
or Indefinite
Total Amount Sold $10,400,000 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

Including the exercise price of ordinary shares underlying such warrants at an exercise price of $0.34. The total offering amount excludes placement agent warrants (see Item 15).

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $272,000 USD
X Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

Includes placement and management fees, $35,000 non-accountable expense allowance, reimbursement of up to $50,000 legal fees and $15,950 clearing expenses, and warrants exercisable upon shareholder approval for 458,824 ordinary shares at $0.425/share.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
X Estimate

Clarification of Response (if Necessary):

The Company intends to use net proceeds for general corporate purposes, including working capital, R&D programs, and evaluating strategic business combinations and other strategic transactions, the amount of which cannot currently be estimated.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
CollPlant Biotechnologies Ltd /s/ Eran Rotem Eran Rotem Deputy Chief Executive Officer and Chief Financial Officer 2026-07-20

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR