Current Report Filing (8-k)
May 24 2018 - 4:07PM
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): May 24, 2018 (May 22, 2018)
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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Science Park, POB 455
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Carmiel, Israel
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20100
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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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¨
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Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
¨
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Item 3.02
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Unregistered Sale of
Equity Securities
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On May 22, 2018,
Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”), agreed to a privately negotiated exchange
(the “Exchange”) with certain existing note holders to exchange $3,423,000 aggregate principal amount of the Company’s
outstanding 4.50% Senior Convertible Notes due 2018 (the “4.50% Notes”) for 2,613,636 shares of the Company’s
common stock and $2.27 million in cash to cover outstanding principal and accrued interest on the exchanged 4.50% Notes.
The Common
Stock to be issued in connection with the Exchange will not be registered under the Securities Act of 1933, as amended.
On May 24, 2018, the Company issued a press release announcing
the Exchange and that it has delivered the necessary funds under the indenture governing the 4.50% Notes to effectively discharge
the remaining outstanding 4.50% Notes.
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Item 9.01
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Financial Statements
and Exhibits
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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: May 24, 2018
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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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