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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): August 22, 2025
Protalix BioTherapeutics, Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001-33357 |
|
65-0643773 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 2 University Plaza |
|
|
|
07601 |
| Suite 100 |
|
|
|
(Zip Code) |
| Hackensack, NJ |
|
|
|
|
| (Address of principal executive offices) |
|
|
|
|
Registrant’s telephone number, including
area code 201-696-9345
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ | Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common stock, $0.001 par value |
PLX |
NYSE American |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry
into a Material Definitive Agreement
On
August 22, 2025, Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”) entered into a letter agreement (the
“Amendment”) amending that certain At The Market Offering Agreement, dated as of February 27, 2023, as amended as of March
17, 2025 (“Sales Agreement”), with H.C. Wainwright & Co., LLC, as the Company’s sales agent (the “Agent”),
pursuant to which the Company may offer and sell from time to time shares of its common stock, $0.001 par value (“Common Stock”),
to or through the Agent in an “at-the-market” equity offering program. The Amendment modifies the Sales Agreement to reflect
the effectiveness of the Company’s new registration statement on Form S-3 (Registration No. 333-286802).
The foregoing description of the Amendment and the Sales Agreement
in this Current Report on Form 8-K does not purport to be complete and is qualified by reference to the full text of the Amendment, which
is filed as Exhibit 1.1 hereto, to the full text of the Sales Agreement, which was filed as Exhibit 1.1 to our Current Report on Form
8-K dated February 27, 2023, and to the full text of the letter agreement, dated as of March 17, 2025, which was filed as Exhibit 1.1
to our Current Report on Form 8-K dated March 17, 2025, respectively, each incorporated by reference herein. In connection with the filing
of the Amendment, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Mayer Brown LLP, with respect to the legality
of the shares.
This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state
or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
Item 9.01 Financial
Statements and Exhibits
| Exhibit No. |
|
Description |
| 1.1 |
|
Letter Agreement, dated August 22, 2025, to the At the Market Offering Agreement, dated February 27, 2023, between the Company and H.C. Wainwright & Co., LLC |
| 5.1 |
|
Opinion of Mayer Brown LLP |
| 23.1 |
|
Consent of Mayer Brown LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Date: August 22, 2025 |
PROTALIX BIOTHERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Dror Bashan |
| |
|
Name: |
Dror Bashan |
| |
|
Title: |
President and Chief Executive Officer |
