SCHEDULE: Activist Investors Push for CollPlant Board Shake-Up

A group of investors, holding 15.8% of CollPlant Biotechnologies, is advocating for immediate changes to the company's Board of Directors, including a new Chairman.

Summary

• A group of investors, including George Walter Loewenbaum and Lillian S. Loewenbaum, collectively known as "Reporting Persons," beneficially own 2,005,719 Ordinary Shares of CollPlant Biotechnologies Ltd., representing 15.8% of the total outstanding shares as of June 30, 2025.
• The Reporting Persons sent a letter to CollPlant's Board of Directors on October 20, 2025, requesting the immediate appointment of Nachum Shamir as Chairman.
• They also requested consideration for adding other qualified individuals to the board.
• The investors expressed concern over CollPlant's lack of commercial traction and struggles with funding, believing the market lacks confidence in current management.
• George Walter Loewenbaum offered to help CollPlant raise capital in the US market through his personal network, free of fees.
• The investors intend to continuously review their investment and may propose further actions if necessary, but currently have no other specific plans beyond the board changes.

Sentiment

Score: 3

Explanation: The sentiment is negative due to explicit concerns about lack of commercial traction, funding struggles, and management effectiveness. The activist investor group is pushing for significant changes, including a new Chairman, and warns of potential cash depletion or massive dilution. While an offer to help raise capital is present, it stems from a critical assessment of the company's current state.

Positives

• A significant shareholder group is actively engaged in improving corporate governance and strategic direction.
• George Walter Loewenbaum offered to assist CollPlant in raising capital in the US market without charging fees.
• The proposed new Chairman, Nachum Shamir, has relevant experience as a CEO of public companies in the biotech space and knowledge of key markets (US, EU, Israel).

Negatives

• The filing highlights a perceived lack of commercial traction and struggles to fund the company properly.
• Investors believe the stock market lacks confidence in CollPlant's future and current management team.
• Concerns were raised that the current management team is receiving "bad advice."
• A warning was issued that CollPlant, on its current track, risks running out of cash or massively diluting current shareholders.
• The possibility of a proxy fight was mentioned if changes are not made with willing participation.

Risks

• Financial Instability: CollPlant's struggles to fund itself properly and the risk of running out of cash.
• Shareholder Dilution: Potential for massive dilution of current shareholders if the company needs to raise capital under unfavorable terms.
• Management Ineffectiveness: Perceived lack of commercial traction and management receiving "bad advice," leading to a lack of market confidence.
• Corporate Governance Conflict: The potential for a proxy fight if the Board does not willingly accept the proposed changes.
• Strategic Misdirection: Concerns about the company's current strategic path and its ability to generate future value.

Future Outlook

The Reporting Persons intend to continuously review their investment in CollPlant Biotechnologies and may propose further actions related to the company's structure, business, or management if deemed necessary, depending on market conditions and company performance. They currently have no specific plans beyond the requested board changes.

Management Comments

• "Based on CollPlants lack of commercial traction and its struggles to fund itself properly, it is clear to me that the stock market does not have confidence in the companys future or your current management team."
• "I would like to informally request CollPlants Board of Directors recommend Nachum Homi Shamir to be appointed Chairman in the immediate future, and I would like you to consider adding other qualified individuals to your board."
• "I believe Homi can guide you better than your current Chairman."
• "I can also help CollPlant raise capital in the US market through my personal network, free of fees."
• "It is my conclusion that you and your team are receiving bad advice, and that only adding credible directors who can actually provide real-world value will allow the market to have confidence that CollPlant can fund itself in a reasonable manner."
• "On its current track, both the market and I believe CollPlant will either run out of cash or massively dilute its current shareholders."
• "A proxy fight would not help anybody at this point."

Industry Context

This filing reflects a common scenario in the biotechnology and life sciences sector where companies, particularly those in development stages, face challenges in achieving commercial traction and securing adequate funding. Shareholder activism often emerges when investors perceive a disconnect between a company's potential and its operational or strategic execution, leading to calls for governance changes to unlock value or ensure financial stability. The emphasis on "credible directors" with "real-world value" and experience in US, EU, and Israeli markets suggests a need for stronger commercialization and capital markets expertise, which is critical for biotech firms.

Comparison to Industry Standards

• The concerns about "lack of commercial traction" and "struggles to fund itself properly" suggest CollPlant may be underperforming relative to industry peers that have successfully advanced products to market or secured significant funding rounds.
• The call for a Chairman with "past experience as CEO of public companies in this space" and "vast knowledge of the US, EU, and Israeli markets" implies that the current leadership may lack the specific expertise required to navigate the competitive and capital-intensive biotech landscape effectively, unlike leaders at more successful comparable companies.
• The warning of potentially "running out of cash or massively diluting its current shareholders" indicates a financial position that is below the robust capital reserves often seen in well-managed biotech firms, which typically maintain sufficient runway for R&D and commercialization efforts.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for improved governance and strategic direction, but also risk of dilution if current issues are not resolved. The activist group represents a significant portion of shareholders pushing for value creation.
• Management: Current management team faces scrutiny and potential changes, particularly the current Chairman and CEO.
• Employees: Potential for strategic shifts could impact operational focus and future projects.
• Creditors: Concerns about funding struggles and running out of cash could impact the company's creditworthiness.

Next Steps

• CollPlant's Board of Directors to consider the request for Nachum Shamir's appointment as Chairman.
• CollPlant's Board of Directors to consider adding other qualified individuals to the board.
• Potential teleconference between George Walter Loewenbaum and CollPlant management to discuss the matter.
• Reporting Persons will continue to review their investment and may form further plans or proposals regarding the Issuer.

Key Dates

Recommendation

The filing from a significant activist investor group highlights severe concerns about CollPlant's fundamental business health, including a "lack of commercial traction," "struggles to fund itself properly," and a belief that the company is on a path to "run out of cash or massively dilute its current shareholders." These are critical red flags indicating significant operational and financial distress. While the activist group proposes solutions like a new Chairman and offers to help raise capital, the underlying issues are profound and suggest a high degree of risk for current shareholders. The explicit warning of potential cash depletion or massive dilution points to a highly unfavorable risk-reward profile. A seasoned investor would likely view these disclosures as a strong signal to exit or significantly reduce exposure until there is clear evidence of a turnaround and resolution of these fundamental issues.

Keywords

CollPlant Biotechnologies, Schedule 13D, Shareholder Activism, Board of Directors, Corporate Governance, Nachum Shamir, Biotechnology, Investment, Capital Raise, Proxy Fight, CPT