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Inside Loewenbaum's capped warrant-backed bet on CollPlant (CLGN)

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

Rhea-AI Filing Summary

CollPlant Biotechnologies Ltd (CLGN) received a significant investment from The Loewenbaum 1992 Trust, which on June 29, 2026 agreed to purchase 1,764,706 Ordinary Shares, Series A Warrants to buy 1,764,706 shares and Series B Warrants to buy 3,529,412 shares at an exercise price of $0.34 per share. The transaction closed on July 6, 2026, with the Series A and B Warrants becoming exercisable following shareholder approval on July 29, 2026, and expiring in 2028 and 2031, respectively.

As of August 19, 2026, CollPlant had 18,908,207 Ordinary Shares outstanding. For ownership calculations, 20,570,548 shares are assumed outstanding, including up to approximately 1,662,341 shares issuable upon warrant exercise subject to a 24.99% Beneficial Ownership Limitation. Collectively, the Loewenbaum-related reporting persons beneficially own 5,140,580 Ordinary Shares, representing 24.99% of this adjusted total. The group states the holdings are for investment purposes and that they currently have no specific plans for corporate actions beyond what is described.

Positive

  • None.

Negative

  • None.

Filing Explained

The amendment leaves the funded Series B warrants unexercised and removes three former group members’ holdings from the reported Loewenbaum group.

The amendment reports that no warrants had been exercised as of August 21, 2026. Although the Trust transferred funds for the aggregate exercise price of the Series B Warrants on August 20, 2026, those funds remain held in abeyance, so the filing continues to describe the warrants as unexercised.

The filing also states that the Loewenbaum reporting persons are no longer acting as a group with Nachum Shamir, effective August 19, 2026, or with Patrick Chalmers and Reginald J. Hargrove, effective August 20, 2026; those individuals' holdings were removed from this filing.

Ordinary Shares purchased by The Loewenbaum 1992 Trust 1,764,706 Ordinary Shares Purchased under a Securities Purchase Agreement dated June 29, 2026
Series A Warrants 1,764,706 Ordinary Shares at $0.34 per share Exercise price and amount of shares underlying Series A Warrants
Series B Warrants 3,529,412 Ordinary Shares at $0.34 per share Exercise price and amount of shares underlying Series B Warrants
Shares outstanding 18,908,207 Ordinary Shares Ordinary Shares outstanding as of August 19, 2026
Assumed shares for ownership calculation 20,570,548 Ordinary Shares Shares used for percentage calculations including warrant shares up to the ownership cap
Collective beneficial ownership 5,140,580 Ordinary Shares (24.99%) Aggregate ownership of all reporting persons including warrant shares within 60 days
Loewenbaum 1992 Trust beneficial ownership 3,597,047 Ordinary Shares (17.5%) Based on warrant exercise up to the Beneficial Ownership Limitation
George Walter Loewenbaum beneficial ownership 1,271,056 Ordinary Shares (6.2%) Includes shares held directly, in a trust and in an IRA
Series A Warrants financial
"Series A Warrants to purchase 1,764,706 Ordinary Shares"
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"
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 financial
"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.
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement with the Issuer"
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.
Joint Filing Agreement regulatory
"entered into a Joint Filing Agreement, dated August 21, 2026"

FAQ

How much of CollPlant Biotechnologies Ltd (CLGN) do the Loewenbaum reporting persons beneficially own?

The reporting persons collectively beneficially own 5,140,580 Ordinary Shares of CollPlant, representing 24.99% of an assumed 20,570,548 Ordinary Shares outstanding, which includes approximately 1,662,341 shares that may be issued upon option and warrant exercises within 60 days subject to the ownership cap.

What securities did The Loewenbaum 1992 Trust acquire from CLGN in June–July 2026?

The Loewenbaum 1992 Trust agreed to purchase 1,764,706 Ordinary Shares, Series A Warrants to buy 1,764,706 shares, and Series B Warrants to buy 3,529,412 shares. All warrants have an exercise price of $0.34 per share, with the transaction completed on July 6, 2026.

What are the key terms of the Series A and Series B Warrants held by The Loewenbaum 1992 Trust in CLGN?

Both Series A and Series B Warrants have an exercise price of $0.34 per share and became exercisable on the shareholder approval date of July 29, 2026. The Series A Warrants expire on July 16, 2028, and the Series B Warrants expire on July 16, 2031.

What is the Beneficial Ownership Limitation affecting The Loewenbaum 1992 Trust’s warrants in CLGN?

The Loewenbaum 1992 Trust may only exercise its warrants up to a 24.99% Beneficial Ownership Limitation, which is calculated based on the holdings of the other reporting persons. Ownership percentages and warrant exercise are capped so that aggregate beneficial ownership does not exceed this threshold.

How many Ordinary Shares of CLGN are assumed outstanding for calculating the reporting group’s ownership?

Ownership percentages are calculated using 20,570,548 Ordinary Shares outstanding as of August 19, 2026. This figure includes 18,908,207 shares outstanding plus approximately 1,662,341 shares representing the maximum Ordinary Shares obtainable upon exercise of warrants within the Beneficial Ownership Limitation.

Did The Loewenbaum 1992 Trust exercise its Series B Warrants in CLGN as of August 20, 2026?

No. On August 20, 2026, The Loewenbaum 1992 Trust transferred funds equal to the aggregate exercise price of the Series B Warrants, but no warrants were exercised. The funds are held in abeyance until further notice from the trust.

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

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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)
08/19/2026

(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 Series A Warrants up to the Beneficial Ownership Limitation.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Loewenbaum Lilian S.
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum
Date:08/21/2026
George Walter Loewenbaum
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum
Date:08/21/2026
Elizabeth S. Loewenbaum
Signature:/s/ Elizabeth Loewenbaum
Name/Title:Elizabeth Loewenbaum
Date:08/21/2026
The Loewenbaum 1992 Trust
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum/Trustee
Date:08/21/2026
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum/Trustee
Date:08/21/2026
The Waterproof Partnership, Ltd.
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum/General Partner
Date:08/21/2026
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum/General Partner
Date:08/21/2026
The Loewenbaum Residence Trust FBO Anna Loewenbaum
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum/Trustee
Date:08/21/2026
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum/Trustee
Date:08/21/2026
The Elizabeth Scott Loewenbaum 1992 Trust
Signature:/s/ George Walter Loewenbaum
Name/Title:George Walter Loewenbaum/Trustee
Date:08/21/2026
Signature:/s/ Lillian S. Loewenbaum
Name/Title:Lillian S. Loewenbaum/Trustee
Date:08/21/2026