Current Report Filing (8-k)
December 07 2016 - 05:28PM
Edgar (US Regulatory)
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): December 7, 2016
Protalix BioTherapeutics, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-33357
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65-0643773
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2 Snunit Street
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20100
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Science Park, POB 455
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Carmiel, Israel
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code +972-4-988-9488
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on December 1, 2016, Protalix BioTherapeutics,
Inc. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”) with institutional
investors (the “Purchasers”) relating to the sale by the Company of $22.5 million aggregate principal amount of 7.50%
Senior Secured Convertible Notes due 2021 (the “New Money Notes”) in a private placement (the “Private Placement”)
pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The description of
the Note Purchase Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete
text of the form of the Note Purchase Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.
Concurrently with the consummation of the Private
Placement, the Company entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with
certain existing noteholders identified therein (the “Existing Holders”) to exchange $54.052 million aggregate
principal amount of the Company’s outstanding 4.50% Convertible Senior Notes due 2018 (the “Existing
Notes”) for (i) $40.186 million aggregate principal amount of 7.50% Senior Secured Convertible Notes due 2021 (the
“Exchange Notes” and, together with the New Money Notes, the “Notes”); (ii) 23,846,735 shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”) calculated based on the closing
price of $0.5595 per share on December 1, 2016; and (iii) cash, equal to the accrued and unpaid interest on the existing
notes and any fractional shares (the “Exchange”). The issuance of the Notes and shares of the Company’s
Common Stock in the exchange and the Private Placement were made in reliance on the exemption from the registration
requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The Exchange Agreement contains
customary representations, warranties and covenants by us together with customary closing conditions. The description of the
Exchange Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete
text of the Exchange Agreement, a copy of which is filed as Exhibit 10.2 and incorporated herein by reference. The exchange
was completed on December 7, 2016, in accordance with the terms of the Exchange Agreement.
The Notes were issued pursuant to an Indenture, dated December
7, 2016 (the “Indenture”), between the Company, the guarantors party thereto, The Bank of New York Mellon Trust Company,
N.A., as trustee and Wilmington Savings Fund Society, FSB, as collateral agent. Interest on the Notes will be paid semi-annually
at a rate of 7.50% per annum, and, in certain circumstances, the Company may elect to pay interest in an amount up to 1.25% per
annum in the form of shares of Common Stock. The Notes will mature on November 15, 2021, unless earlier purchased, converted, exchanged
or redeemed and will be guaranteed by the Company’s subsidiaries. The foregoing descriptions of the Indenture, the New Money
Note and Exchange Note do not purport to be complete and are qualified in their entirety by reference to the full text of such
documents, filed hereto as Exhibits 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and incorporated herein by reference.
The Notes are secured by perfected liens on all of the Company’s
material assets, forms of which are filed hereto as Exhibits 10.3 and 10.4 and incorporated herein by reference.
Neither the Notes nor the Common Stock that may be issued upon
conversion thereof will be registered under the Securities Act.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report
is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities
The information set forth under Item 1.01 of this Current Report
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
4.1 Indenture,
dated as of December 7, 2016, between Protalix BioTherapeutics, Inc., the guarantors party thereto, The Bank of New York Mellon
Trust Company, N.A., as trustee and Wilmington Savings Fund Society, FSB, as collateral agent
4.2 Form
of New Money Note
4.3 Form
of Exchange Note
10.1 Form
of Note Purchase Agreement, dated of December 1, 2016 among Protalix BioTherapeutics, Inc. and the Purchasers
10.2 Form
of Exchange Agreement, dated of December 1, 2016 among Protalix BioTherapeutics, Inc. and the Existing Holders
10.3 Form
of U.S. Security Agreement, dated of December 7, 2016 among Protalix BioTherapeutics, Inc., the guarantors party thereto and Wilmington
Savings Fund Society, FSB, as collateral agent
10.4 Form
of Security Agreement/Debenture, dated of December 7, 2016 between Protalix BioTherapeutics, Inc. and Altshuler Shaham Trusts Ltd.,
as security trustee
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.
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PROTALIX BIOTHERAPEUTICS, INC.
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Date: December 7, 2016
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By:
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/s/ Moshe Manor
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Name:
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Moshe Manor
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Title:
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President and Chief Executive Officer
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