Protalix BioTherapeutics, Inc.
For the period ended Jun 25, 2026. Filed Apr 30, 2026.
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Jun 25, 2026 · Filed Apr 30, 2026
Contents
Primary Changes
As part of the proposed amendments to the Plan, we propose to:
| • | Increase the number of shares of common stock reserved for issuance under the Plan by 3,500,000 shares for a total of 20,975,171 shares; |
| • | Remove provision of the Plan for Section 162(m) of the US Internal Revenue Code; |
| • | Extend the termination date of the plan until April 23, 2036. |
Webelieve strongly that approvalof the amendment to the Plan is essential to our success. Our employees are our most valuable asset. Stock options, restricted stock grants and the other awards permitted under the Plan are vital to our ability to attract and retain outstanding and highly skilled employees, especially in the competitive labor markets in which weoperate. These awards alsoare crucial to our ability to motivate employees to achieve ourgoals. Our Board of Directors after reviewing the allocation ofawards under the Plan has determined that it is in the best interest of our Company to increase the equity compensation granted to our current and future employees. The proposed terms of the Plan are designed toallowus to continue to attract, retain and motivate people whose skills and performance are critical to our success. We will continue to monitor the environment in which we operate andmake changes to our equity compensation program to help us meet our goals, including achieving long-term stockholder value.
Our** Board of Directors recommends that stockholders vote “FOR” Proposal 3: Approval of the Amended and Restated Protalix BioTherapeutics, Inc. 2006 Stock Incentive Plan to Increase the Number of Authorized Shares of Common Stock Reserved for Issuance under the Plan and to Amend Certain otherTermsof the **Plan.
A general description of the principal terms of the Plan is set forth below. This description is qualified in its entirety by the terms of the Plan, a copy of which is attached hereto as Appendix A.
At December 31, 2025, there were outstanding under the Plan options to purchase common stock issued covering 8,274,278 shares of our common stock with a weighted average exercise price of $1.76 per share and a weighted average remaining contractual life of 6.82 years. As of December 31, 2025, the outstanding options represent approximately 9.33% of our outstanding shares on an “as exercised”basis, and we had 2,092,933 shares of common stock availablefor future issuance under the Plan.
As of April 27, 2026, the fair market value of a share of our common stock was $2.16.
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