Current Report Filing (8-k)
October 01 2020 - 5:22PM
Edgar (US Regulatory)
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0001006281
2020-10-01
2020-10-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 1, 2020
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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2161401
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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
communications 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
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value
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PLX
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NYSE American
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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. ¨
Item
1.01
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Entry into a Material Definitive Agreement.
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On
October 1, 2020, Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”), entered into an ATM Equity
OfferingSM Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc., as the Company’s sales
agent (the “Agent”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the
Agent shares of the Company’s common stock having an aggregate offering price of up to $30 million (the “Shares”).
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-230604).
The Company intends to use the net proceeds from the offering, after deducting the Agent’s commissions and the Company’s
offering expenses, for general corporate purposes.
In
accordance with the terms of the Sales Agreement, the Company may offer and sell the Shares at any time and from time to time through
the Agent. Sales of the Shares, if any, will be made by means of transactions that are deemed to be “at the market”
offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including block trades and sales made in ordinary
brokers’ transactions on the NYSE American or otherwise at market prices prevailing at the time of the sale, at prices related
to prevailing market prices or at negotiated prices. Under the terms of the Sales Agreement, the Company may also sell Shares to
the Agent as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Shares to the Agent
as principal would be pursuant to the terms of a separate terms agreement between the Company and the Agent.
The
foregoing description of the Sales Agreement in this report does not purport to be complete and is qualified by reference to the
full text of the Sales Agreement, which is filed as Exhibit 1.1 hereto. The legal opinion and consent relating to the Shares are
included as Exhibits 5.1 and 23.1, respectively, hereto.
This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of Shares 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
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Financial Statements and Exhibits
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(d) Exhibits:
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: October 1,
2020
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PROTALIX
BIOTHERAPEUTICS, INC.
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By:
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/s/
Dror Bashan
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Name:
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Dror Bashan
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Title:
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President and Chief Executive Officer
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