Additional Proxy Soliciting Materials (definitive) (defa14a)
October 10 2017 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than
the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Protalix BioTherapeutics, Inc.
(Name of Registrant as Specified
In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing:
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An
Important Message to Stockholders of Protalix Biotherapeutics
A Special Meeting of Stockholders of Protalix Biotherapeutics,
Inc. will be held October 19 in Tel Aviv
Why is this important to you?
On August 9, 2017, the Board of Directors of Protalix
Biotherapeutics authorized and approved an amendment to the company’s Certificate of Incorporation to increase the number
of authorized shares of our common stock from 250,000,000 to 350,000,000. Stockholder approval is needed for Proposal 2 on October
19 to increase the company’s shares of stock.
Why does Protalix need to issue more common stock?
Without shareholder
authorization to increase the shares of common stock, Protalix will be limited in its ability to raise the capital needed to pursue
a variety of business objectives that will increase business opportunities.
What you need to do:
Vote your shares now without
delay. In order to ensure your important vote on proposals 1 and 2 are represented please call Toll Free: 1 (833) 501-4837 ted
please call Toll Free: 1 (833) 501-4837
Protalix Biotherapeutics
is developing an innovative product pipeline
using its proprietary ProCellEx® protein expression system which is focused
on products that it believes offer a clear competitive advantage over existing treatments. The company currently has three products
candidates under development in clinical trial phases: • pegunigalsidase alfa for the treatment of Fabry disease; •
alidornase alfa for the treatment of Cystic Fibrosis; • an oral antiTNF product candidate OPRX-106 as an orally-delivered
anti-inflammatory treatment. In addition, Protalix conducts research on an ongoing basis with the aim of expanding its pipeline
by leveraging the advantages the ProCellEx system. However, Protalix currently has limited flexibility to issue shares to continue
innovating and advancing its strategic objectives. That’s why the Board of Directors of Protalix needs your support on proposals
1 and 2 at the upcoming Special Meeting of Stockholders to be held on October 19th. By authorizing the proposed issuance &
increase in authorized common stock, the Board can issue stock to raise the capital necessary to continue our clinical and research
efforts. Failure to approve the proposed amendment to our Certificate of Incorporation will seriously restrict our ability to
manage our capital needs and will be detrimental to your interests in our company. In fact, leading independent advisory firms
Institutional Shareholder Services — ISS and Glass Lewis, both recommend stockholders support proposals 1 & 2.
Non-approval
of this proposal (Proposal 1) may require the company to use cash to satisfy a portion of its obligations under the notes, straining
its liquidity in light of its substantial cash usage to fund operations. The material risk of non-approval outweighs dilution
concerns; therefore, support for this proposal is warranted. The requested increase is reasonable and there are no substantial
concerns about the company’s past use of shares. —ISS
Vote your shares now without delay. In order to ensure your
important vote on proposals 1 and 2 are represented please call Toll Free: 1 (833) 501-48374837
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