F-1: CollPlant Biotechnologies Files F-1 for Resale of 1.27 Million Shares Following Recent Private Placement

CollPlant Biotechnologies Ltd. has filed an F-1 registration statement to allow selling shareholders to resell up to 1,272,002 ordinary shares, primarily from a recent private placement, with the company not receiving direct proceeds from these resales but potentially from warrant exercises.

Summary

• The F-1 registration statement covers the resale of up to 1,272,002 ordinary shares by identified selling shareholders.
• These shares are issuable upon the exercise of warrants: 1,200,002 ordinary shares from warrants issued in a private placement on May 29, 2025, and 72,000 ordinary shares from warrants issued to the placement agent.
• CollPlant Biotechnologies will not receive any proceeds from the sale of these ordinary shares by the selling shareholders; all net proceeds will go to the selling shareholders.
• The company may receive proceeds from the exercise of warrants if selling shareholders do not exercise them on a cashless basis, with potential proceeds of approximately $3.87 million if all warrants are exercised for cash.
• CollPlant is a regenerative and aesthetic medicine company focused on medical aesthetics and 3D bioprinting, utilizing its proprietary recombinant human collagen (rhCollagen) technology.
• The company has a development and global commercialization agreement with AbbVie for a dermal and soft tissue filler product, which is currently in the clinical phase.
• Milestone payments from AbbVie include $10 million in June 2023 and $2 million in February 2025, triggered by development achievements for the dermal filler product candidate.
• CollPlant is developing regenerative 3D-bioprinted breast implants, with preclinical studies yielding encouraging results, including a two-arm study launched in August 2024 that confirmed tissue integration and vascularization.
• A photocurable regenerative dermal filler is also under development, which completed a 12-month preclinical study in early 2023, demonstrating superior tissue regeneration, lifting capacity, and volume retention compared to a commercial standard.
• The company commercially launched Collink.3D 50L bioink in January 2023, adding to its rhCollagen-based bioink platform (Collink.3D 90 launched in 2022, Collink.3D 50 in 2021).
• The rhCollagen production process uses plant-based genetic engineering, eliminating the need for traditional animal-derived collagen sources and promoting sustainable practices.
• As of June 16, 2025, CollPlant had 12,716,014 ordinary shares outstanding, with the last reported sale price on the Nasdaq Global Market (symbol CLGN) being $1.65 per share.

Sentiment

Score: 4

Explanation: While the company demonstrates strong progress in product development and strategic partnerships (e.g., AbbVie milestones, promising preclinical results for new products), the immediate financial implication of this F-1 filing is negative for existing shareholders due to the potential for significant dilution from the resale of shares without direct proceeds to the company from these resales. The out-of-the-money status of the warrants further limits immediate capital infusion from their exercise. Geopolitical risks in Israel also add a layer of concern.

Positives

• Achievement of a $2 million development milestone payment from AbbVie in February 2025, following a $10 million payment in June 2023, for the dermal and soft tissue filler product candidate, indicating progress in their strategic partnership.
• Encouraging preclinical results for regenerative 3D-bioprinted breast implants, with MRI and ultrasound analyses confirming tissue integration and vascularization, supporting further optimization.
• Successful completion of a 12-month preclinical study for the photocurable regenerative dermal filler, demonstrating superior tissue regeneration, lifting capacity, and volume retention compared to a commercial standard.
• Commercial launch of Collink.3D 50L bioink in January 2023, expanding their rhCollagen-based bioink platform for regenerative medicine applications.
• The company's proprietary rhCollagen production process utilizes plant-based genetic engineering, promoting ethical and sustainable practices by eliminating the need for traditional animal-derived collagen sources.

Negatives

• The company will not receive any proceeds from the *resale* of the ordinary shares by the selling shareholders, meaning this specific registration does not provide direct capital infusion to the company.
• The registration of 1,272,002 ordinary shares for resale by selling shareholders introduces potential for significant dilution to existing shareholders.
• The last reported sale price of the company's ordinary shares on June 16, 2025, was $1.65 per share, which is significantly below the Investor Warrant exercise price of $3.00 and the Placement Agent Warrant exercise price of $3.75, making cash exercise of these warrants unlikely under current market conditions.

Risks

• The sale of a substantial amount of ordinary shares (1,272,002 shares) by selling shareholders in the public market could adversely affect the prevailing market price of the company's ordinary shares.
• Future issuance of additional ordinary shares or other equity or debt securities convertible into ordinary shares could result in substantial dilution to existing shareholders and cause the share price to decline.
• Potential political, economic, and military instability in the State of Israel, where the majority of the company's senior management and research and development facilities are located, may adversely impact results of operations.
• The ongoing war in Israel (since October 2023) has led to military reservist call-ups (affecting approximately 10% of the workforce at one point) and heightened regional instability, which may further impact critical infrastructure, supply chains, and the broader Israeli economy.
• The company's facility in Yessod Hamaala, located approximately 9km from Israel's northern border with Lebanon, was partly closed for about two months in 2024 due to the war, and sustained damage or indefinite closure could materially impact business and results of operations.
• Commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism, and government coverage may not be maintained or sufficiently cover potential damages.
• Economic boycotts against Israel and Israeli companies could adversely affect the company's business, financial condition, and results of operations.
• Political instability within Israel, such as extensive changes to the judicial system, may adversely affect the Israeli economy and, in turn, the company's business.
• The company has a history of significant losses and a need to raise additional capital, with no assurance of obtaining additional capital on acceptable terms or concluding a non-dilutive financing transaction.
• Uncertainties exist regarding the timing and cost of commencing preclinical and clinical trials, the ability to obtain favorable results, and regulatory action (including approval) for rhCollagen-based products.
• The company relies on third parties to conduct some or all aspects of its product manufacturing, and on third-party distributors and resellers for sales and marketing.
• The company's ability to establish and maintain strategic partnerships and other corporate collaborations is crucial for its business.
• The scope of protection the company is able to establish and maintain for intellectual property rights and its ability to operate without infringing the intellectual property rights of others are critical risks.
• Current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk could impact the company.
• The company faces risks from competition and new technologies in its industry.

Future Outlook

The company intends to use any net proceeds received from the cash exercise of Private Placement Warrants for general corporate purposes, which may include supporting the work with their business partner AbbVie regarding the dermal filler product candidate, working capital, and funding research and development programs. They also plan further optimization of their 3D-bioprinted breast implants to promote long-term neo-tissue remodeling.

Management Comments

• "We have relied on certain data from third-party sources, including internal surveys, industry forecasts and market research, which we believe to be reliable based on our managements knowledge of the industry."
• "While to date, we have not experienced any major disruptions in our operations due to the war, during 2024 we took precautionary measures to partly close our facility in Yessod Hamaala for a period of approximately two months, which is located approximately 9km from Israels northern border with Lebanon, for an extended period although it is now operational."

Industry Context

CollPlant Biotechnologies operates in the rapidly evolving fields of regenerative and aesthetic medicine, with a focus on medical aesthetics and 3D bioprinting. Their proprietary recombinant human collagen (rhCollagen) technology positions them as an innovator seeking to replace traditional animal-derived collagen sources, aligning with growing industry trends towards more ethical and sustainable biomaterials. The development of regenerative 3D-bioprinted breast implants targets the estimated $3 billion global breast implant market, addressing an unmet need for alternatives to existing solutions. Their photocurable regenerative dermal filler aims to meet the demand for more innovative aesthetic products that offer both skin lifting and rejuvenation. The commercialization of rhCollagen-based bioinks for 3D bioprinting positions them in the advanced regenerative medicine space, enabling scalable and reproducible biofabrication of tissues and organs.

Comparison to Industry Standards

• The photocurable regenerative dermal filler demonstrated "superior tissue regeneration, lifting capacity and volume retention when compared to a commercial standard" in a 12-month preclinical study.
• The 3D-bioprinted breast implants are designed to regenerate breast tissue "without eliciting immune response," suggesting a potential advantage over existing breast implant technologies that may elicit immune responses.
• The rhCollagen production process "eliminates the need for traditional animal-derived collagen sources, reducing the environmental strain associated with traditional methods and promoting more ethical and sustainable practices," offering a competitive edge in sustainability compared to companies relying on animal-derived collagen.

Corporate Governance

Stakeholder Impact

• **Shareholders**: Face potential dilution from the resale of 1,272,002 ordinary shares by selling shareholders, which could adversely affect the market price of their holdings. The company will not receive direct proceeds from these resales.
• **Employees**: The ongoing conflict in Israel has led to military reservist call-ups, affecting approximately 10% of the company's Israeli workforce at one point, which could impact operational continuity and employee availability.
• **Customers/Partners**: The continued collaboration with AbbVie, marked by recent milestone payments, indicates ongoing progress in developing a dermal filler product, which could benefit future customers and strengthen the partnership.
• **Creditors**: The company's ability to satisfy existing and foreseeable obligations is a consideration for dividend distributions and mergers under Israeli law, providing a degree of protection for creditors' interests.
• **Suppliers**: Geopolitical instability in Israel and potential disruptions to supply chains could impact the company's ability to source necessary materials for its operations and product manufacturing.

Next Steps

• AbbVie is to determine the next steps for the dermal filler program upon concluding their assessment of interim clinical trial results.
• Further optimization of the 3D-bioprinted breast implants is planned to promote long-term neo-tissue remodeling.
• The company intends to use any net proceeds from potential Private Placement Warrant exercises for general corporate purposes, including supporting the AbbVie collaboration, working capital, and funding research and development programs.
• The company undertakes to file post-effective amendments to this registration statement as required by the Securities Act of 1933.
• The company will file annual reports on Form 20-F within four months after the end of each fiscal year and submit unaudited quarterly financial information on Form 6-K.

Key Dates

Recommendation

Keywords

CollPlant Biotechnologies, SEC F-1, Registration Statement, Ordinary Shares, Warrants, Private Placement, Resale, Recombinant Human Collagen, rhCollagen, Medical Aesthetics, 3D Bioprinting, Tissue Repair, Regenerative Medicine, Dermal Filler, Breast Implants, Bioink, AbbVie, Clinical Trials, Preclinical Studies, Nasdaq Global Market, CLGN, Israel, Biotechnology, Biomaterials, Dilution, Capital Raise