SCHEDULE: Shareholders Withdraw CollPlant Board Nomination
Schedule 13D Amendment
A group of significant shareholders, including George Walter Loewenbaum, has withdrawn its request to nominate Nachum Homi Shamir to CollPlant Biotechnologies' Board of Directors.
Summary
- A group of shareholders, including George Walter Loewenbaum, Lillian S. Loewenbaum, and others (collectively "Reporting Persons"), has withdrawn their request to nominate Nachum Shamir to CollPlant Biotechnologies Ltd.'s Board of Directors.
- The initial request for Nachum Shamir's appointment as Chairman and consideration of other qualified individuals was made on October 20, 2025.
- The withdrawal letter was sent to CollPlant's CEO, Yahiel Tal, on November 6, 2025.
- The Reporting Persons collectively beneficially own 2,005,719 Ordinary Shares, representing 15.8% of CollPlant's total outstanding Ordinary Shares.
- Individual beneficial ownership includes George Walter Loewenbaum with 9.9% and Lillian S. Loewenbaum with 1.5%.
- The acquisitions of Ordinary Shares by the Reporting Persons were for investment purposes.
- The Reporting Persons intend to continuously review their investment and may consider future actions regarding their holdings.
Sentiment
Score: 5
Explanation: The withdrawal of a board nomination by a significant shareholder group is a neutral event for the company's operational performance. It resolves a potential governance challenge but also indicates a lack of immediate influence by this shareholder group. For the nominating shareholders, it could be seen as a minor setback in their efforts to influence the board.
Positives
- The Reporting Persons, a significant shareholder group, expressed well wishes for CollPlant's future.
- The withdrawal of the board nomination may reduce potential governance friction or proxy contest risk for the company.
Negatives
- A significant shareholder group's attempt to influence board composition was unsuccessful, leading to the withdrawal of their nomination request.
Risks
- The Reporting Persons intend to review their investment on a continuing basis and may form a plan or proposal to take actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, which could include changes in control, sales of securities, or other material changes to the issuer's business or corporate structure.
Future Outlook
The Reporting Persons intend to continuously review their investment in CollPlant Biotechnologies and, depending on various market and company-specific factors, may form plans or proposals for future actions regarding their holdings, including those specified in Item 4 of Schedule 13D.
Management Comments
- "As shareholders, Homi and I wish all the best for CollPlant's future."
Industry Context
This filing reflects a specific instance of shareholder engagement and subsequent withdrawal of a board nomination request, which is a common dynamic in corporate governance, particularly for companies with significant institutional or activist shareholders. It does not directly relate to broader industry trends but rather to internal corporate control matters.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Board of Directors | NA | NA | NA | The request to nominate Nachum Shamir to the Board of Directors was withdrawn before any appointment could be made, so no actual change occurred. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Nomination Withdrawal | The initial request for Nachum Shamir's appointment as Chairman and consideration of other qualified individuals to the board on October 20, 2025, represented an attempt by a significant shareholder group to influence corporate governance. However, this request was subsequently withdrawn on November 6, 2025, meaning no changes to the board or corporate governance structure resulted from this specific action. | 2025-11-06 | The withdrawal of the nomination means the existing board composition remains unchallenged by this specific shareholder action, potentially reducing immediate governance friction. |
Stakeholder Impact
- Shareholders: The withdrawal of the board nomination may be viewed positively by existing management and some shareholders as it potentially reduces immediate activist pressure or the likelihood of a proxy contest. For the Reporting Persons, it signifies a change in their immediate strategy regarding board influence.
- Board of Directors: The current board avoids a potential challenge to its composition.
Next Steps
- The Reporting Persons will continue to review their investment in CollPlant Biotechnologies.
- The Reporting Persons may file further amendments to Schedule 13D if they form new plans or proposals regarding their investment.
Key Dates
| Date | Description |
|---|---|
| 2025-01-28 | Date of Joint Filing Agreement (Exhibit 1, referenced). |
| 2025-06-30 | Date for which 12,716,014 Ordinary Shares outstanding were reported by the Issuer. |
| 2025-08-20 | Date Issuer filed Form 6-K reporting outstanding shares. |
| 2025-09-30 | Date of initial Schedule 13D filing by Reporting Persons. |
| 2025-10-20 | Reporting Persons delivered a letter to the Board requesting Nachum Shamir's appointment as Chairman and consideration of other qualified individuals to the board. Also, date of Joint Filing Agreement (Exhibit 2, referenced). |
| 2025-11-06 | Date of event requiring filing of this statement; Reporting Persons delivered a letter to the Board withdrawing their request for Nachum Shamir's appointment as a director. |
| 2025-11-07 | Date of signing for the Schedule 13D Amendment No. 2. |
Keywords
CollPlant Biotechnologies, CLGN, Schedule 13D, Shareholder Activism, Board Nomination, Corporate Governance, Beneficial Ownership, George Walter Loewenbaum, Nachum Shamir
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