Item 1.01. Entry into a Material Definitive Agreement
On July 24, 2017, Protalix BioTherapeutics, Inc., a Delaware
corporation (the “
Company
”), entered into a note purchase agreement (the “
Note Purchase Agreement
”)
with certain institutional investors named therein (the “
Purchasers
”) relating to the private issuance and sale
by the Company of $10 million aggregate principal amount (the “
Private Placement
”) of its 7.50% Senior Secured
Convertible Notes due 2021 (the “
7.50% Notes
”) pursuant to Section 4(a)(2) under the Securities Act of 1933,
as amended (the “
Securities Act
”). The Note Purchase Agreement contains certain customary representations, warranties
and covenants. 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 Note Purchase Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.
Concurrently with the consummation of the purchase described
in the Note Purchase Agreement, the Company entered into a privately negotiated exchange agreement (the “
Exchange Agreement
”)
with certain of its existing noteholders (the “
Existing Holder
s”) to exchange, pursuant to Section 3(a)(9) of
the Securities Act, $9 million aggregate principal amount of the Company’s 4.50% Convertible Senior Notes due 2018 (the “
Existing
Notes
”) for (i) $8.55 million aggregate principal amount of 4.50% Senior Convertible Notes due 2022 (the “
4.50%
Notes
” and, together with the 7.50% Notes, the “
Notes”
); (ii) $275,000 in cash consideration; and
(iii) $146,250 in cash for accrued and unpaid interest on the Existing Notes (the “
Exchange”
).
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 July 25, 2017, in accordance
with the terms of the Exchange Agreement.
The 4.50% Notes were issued pursuant to an Indenture, dated
July 24, 2017 (the “
4.50% Notes Indenture
”), between the Company and The Bank of New York Mellon Trust Company,
N.A., as trustee. Interest on the 4.50% Notes will be paid semi-annually at a rate of 4.50% per annum. The 4.50% Notes will mature
on February 15, 2022, unless earlier purchased, converted, exchanged or redeemed.
The 7.50% Notes were issued pursuant to the
base indenture, dated December 7, 2016 (the “
Base Indenture
”) by and among the Company, the guarantors
party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee (the “
Trustee
”) and
Wilmington Savings Fund Society, FSB (the “
Collateral Agent
”), as supplemented by that certain first
supplemental indenture, dated July 24, 2017 (the “
Supplemental Indenture
” and, with the Base Indenture,
the “
7.50% Notes Indenture
”), by and among the Company, the guarantors party thereto, the Trustee and
the Collateral Agent. Interest on the 7.50% Notes will be paid semi-annually at a rate of 7.50% per annum and the
Company may elect to pay interest in an amount up to 1.25% per annum in shares of common stock. The 7.50% 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 4.50% Notes Indenture, the
Supplemental Indenture, the Base Indenture, the 4.50% Notes and the 7.50% Notes, 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.
Neither the Notes nor shares of the Company’s common stock
that may be issued upon conversion thereof will be registered under the Securities Act.