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Loewenbaum group holds 33% CollPlant (CLGN) stake after warrant deal

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

A group of investors led by the Loewenbaum family reports a large ownership position in CollPlant Biotechnologies Ltd1,764,706 Ordinary Shares plus Series A Warrants for 1,764,706 shares and Series B Warrants for 3,529,412 shares. The deal closed on July 6, 2026. Both warrant series carry a $0.34 exercise price, are exercisable from July 29, 2026, and expire in 2028 and 2031, respectively, subject to a 24.99% Beneficial Ownership Limitation on exercises by The Loewenbaum 1992 Trust.

As of July 29, 2026, CollPlant had 18,908,207 Ordinary Shares outstanding. For ownership calculations, 22,628,318 shares are assumed, including approximately 3,720,111 shares issuable under the warrants within 60 days. On this basis, the Reporting Persons collectively beneficially own 7,473,536 Ordinary Shares, or 33.0% of the company, with The Loewenbaum 1992 Trust accounting for 5,654,817 shares (25.0%). The stake is held for investment purposes, with no specific corporate actions currently planned.

Positive

  • None.

Negative

  • None.
Ordinary Shares purchased 1,764,706 Ordinary Shares Purchased by The Loewenbaum 1992 Trust under the Securities Purchase Agreement dated June 29, 2026
Series A Warrants underlying shares 1,764,706 Ordinary Shares Shares underlying Series A Warrants at $0.34 exercise price, expiring July 16, 2028
Series B Warrants underlying shares 3,529,412 Ordinary Shares Shares underlying Series B Warrants at $0.34 exercise price, expiring July 16, 2031
Beneficial ownership aggregate 7,473,536 Ordinary Shares Aggregate Ordinary Shares beneficially owned by the Reporting Persons as of July 29, 2026
Beneficial ownership percentage 33.0 % Percentage of total outstanding Ordinary Shares including shares issuable within 60 days
Shares outstanding base 18,908,207 Ordinary Shares Ordinary Shares outstanding as of July 29, 2026, per issuer’s Form F-3
Adjusted shares for ownership calc 22,628,318 Ordinary Shares 18,908,207 outstanding plus 3,720,111 shares from Warrants under the Beneficial Ownership Limitation
Securities Purchase Agreement regulatory
"entered into a Securities Purchase Agreement with the Issuer for the purchase of 1,764,706"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Series A Warrants financial
"Series A Warrants to purchase 1,764,706 Ordinary Shares (the "Series A Warrants")"
Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.
Series B Warrants financial
"Series B Warrants to purchase 3,529,412 Ordinary Shares (the "Series B Warrants")"
Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.
Beneficial Ownership Limitation regulatory
"only permitted to exercise the Warrants up to a beneficial ownership limitation of 24.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
American Depository Shares financial
"ordinary shares underlying American Depository Shares ("ADSs") held in the Lillian Shaw"
American depository shares are U.S.-listed securities that stand in for a foreign company’s ordinary shares, held by a U.S. bank which issues the ADS so investors can trade the foreign stock in U.S. dollars and on U.S. exchanges. Think of them like a locally wrapped version of a foreign product—easier to buy and sell at home—but they still carry risks from currency differences, foreign rules and potential limits on voting rights, so they affect access, liquidity and investment risk.

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

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FAQ

What ownership stake do the Reporting Persons hold in CollPlant Biotechnologies (CLGN)?

The Reporting Persons collectively beneficially own 7,473,536 Ordinary Shares of CollPlant, representing 33.0% of the total outstanding Ordinary Shares, including shares issuable within 60 days from options and warrants under the Beneficial Ownership Limitation framework.

What securities did The Loewenbaum 1992 Trust acquire from CollPlant Biotechnologies (CLGN)?

The Loewenbaum 1992 Trust acquired 1,764,706 Ordinary Shares, Series A Warrants to purchase 1,764,706 shares, and Series B Warrants to purchase 3,529,412 shares under a Securities Purchase Agreement dated June 29, 2026, with closing completed on July 6, 2026.

What are the key terms of CollPlant (CLGN) Series A and Series B Warrants held by the Loewenbaum 1992 Trust?

Both Series A and Series B Warrants have a $0.34 exercise price and became exercisable on July 29, 2026. Series A Warrants expire on July 16, 2028, and Series B Warrants expire on July 16, 2031, subject to the 24.99% Beneficial Ownership Limitation.

How many CollPlant (CLGN) shares are used to calculate the Reporting Persons’ ownership percentage?

Ownership percentages are calculated using 22,628,318 Ordinary Shares, based on 18,908,207 shares outstanding as of July 29, 2026, plus approximately 3,720,111 shares representing the maximum issuable upon exercise of the Warrants within 60 days under the Beneficial Ownership Limitation.

What is the Beneficial Ownership Limitation affecting The Loewenbaum 1992 Trust’s CollPlant (CLGN) Warrants?

The Loewenbaum 1992 Trust may exercise its Warrants only up to a 24.99% Beneficial Ownership Limitation. This cap restricts warrant exercises so that, after giving effect to such exercises, the trust’s beneficial ownership does not exceed 24.99% of CollPlant’s outstanding Ordinary Shares.

Who are the main members of the Reporting Persons group in CollPlant Biotechnologies (CLGN)?

The group includes George Walter Loewenbaum, Lilian S. Loewenbaum, Elizabeth S. Loewenbaum, Patrick Chalmers, Reginald J. Hargrove, Nachum Shamir, and entities such as The Loewenbaum 1992 Trust and The Waterproof Partnership, Ltd., all acting as Reporting Persons.





19516R107

(CUSIP Number)
Lillian S. Loewenbaum
1000 Westbank Dr, Ste #2A,
Austin, TX, 78746
512-423-5857

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/29/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
See Item 11: Consists of (a) 25,000 shares of the Issuer's ordinary shares underlying American Depository Shares ("ADSs") held in the Lillian Shaw Loewenbaum Trust, and (b) 161,289 shares of the Issuer's ordinary shares underlying ADSs held by the Reporting Person directly.


SCHEDULE 13D




Comment for Type of Reporting Person:
See Item 11: Consists of (a) 65,000 shares of the Issuer's ordinary shares underlying ADSs held by the Walter Loewenbaum Trust, (b) 235,917 ordinary shares underlying ADSs held by the Reporting Person directly, and (c) 970,139 ordinary shares underlying ADSs held by the Reporting Person in an IRA.


SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
See Item 11: Calculated on the basis assuming exercise of the Warrants up to the Beneficial Ownership Limitation.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
See Item 11: Consists of (a) 20,688 shares of the Issuer's ADSs held by spouse, and (b) 214,000 held by trusts over which the reporting person is a trustee with shared voting and dispositive power.


SCHEDULE 13D




Comment for Type of Reporting Person:
Dual citizen of United States and Israel


SCHEDULE 13D


Loewenbaum Lilian S.
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum
Date:07/31/2026
George Walter Loewenbaum
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum
Date:07/31/2026
Elizabeth S. Loewenbaum
Signature:/s/ Elizabeth Loewenbaum
Name/Title:Elizabeth Loewenbaum
Date:07/31/2026
The Loewenbaum 1992 Trust
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum/Trustee
Date:07/31/2026
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum/Trustee
Date:07/31/2026
The Waterproof Partnership, Ltd.
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum/General Partner
Date:07/31/2026
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum/General Partner
Date:07/31/2026
The Loewenbaum Residence Trust FBO Anna Loewenbaum
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum/Trustee
Date:07/31/2026
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum/Trustee
Date:07/31/2026
The Elizabeth Scott Loewenbaum 1992 Trust
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum/Trustee
Date:07/31/2026
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum/Trustee
Date:07/31/2026
Patrick Chalmers
Signature:/s/ Patrick Chalmers
Name/Title:Patrick Chalmers
Date:07/31/2026
Reginald J. Hargrove
Signature:/s/ Reginald J. Hargrove
Name/Title:Reginald J. Hargrove
Date:07/31/2026
Nachum Shamir
Signature:/s/ Nachum Shamir
Name/Title:Nachum Shamir
Date:07/31/2026