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CollPlant Biotechnologies Ltd

For the period ended Dec 31, 2023. Filed Apr 4, 2024.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Apr 4, 2024

CLGN$3.97+0.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ____________

For the transition period from ____________ to ____________

Commission File No.:001-38370

CollPlant Biotechnologies Ltd.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

State of Israel4 Oppenheimer, Weizmann Science Park Rehovot 7670104, Israel Tel: +972 73 232 5600
(Jurisdiction of incorporation or organization)(Address of principal executive offices)

Yehiel Tal

Chief Executive Officer

+972 73 232 5600

Yehiel@CollPlant.com

4 Oppenheimer, Weizmann Science Park

Rehovot 7670104, Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registeredTrading Symbol(s)Name of each exchange on which each class is to be registered
Ordinary shares, par value NIS 1.50 per shareCLGNNasdaq Global Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2023:11,452,672 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐
Emerging Growth Company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTIONiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
EXPLANATORY NOTEvi
PART I1
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.Reserved1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY44
A.History and Development of the Company44
B.Business Overview45
C.Organizational Structure80
D.Property, Plants and Equipment80
ITEM 4A.UNRESOLVED STAFF COMMENTS81
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS81
A.Operating Results84
B.Liquidity and Capital Resources86
C.Research and Development, Patents and Licenses88
D.Trend Information88
E.Critical Accounting Estimates88
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES89
A.Directors and Senior Management89
B.Compensation92
C.Board Practices94
D.Employees105
E.Share Ownership106
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS108
A.Major Shareholders108
B.Related Party Transactions110
C.Interests of Experts and Counsel112
ITEM 8.FINANCIAL INFORMATION112
A.Consolidated Statements and Other Financial Information112
B.Significant Changes113

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ITEM 9.THE OFFER AND LISTING113
A.Offer and Listing Details113
B.Plan of Distribution113
C.Markets113
D.Selling Shareholders113
E.Dilution113
F.Expenses of the Issue113
ITEM 10.ADDITIONAL INFORMATION113
A.Share Capital113
B.Articles of Association113
C.Material Contracts114
D.Exchange Controls114
E.Taxation114
F.Dividends and Paying Agents125
G.Statement by Experts125
H.Documents on Display125
I.Subsidiary Information126
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK126
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES126
A.Debt Securities126
B.Warrants and rights126
C.Other Securities126
D.American Depositary Shares126
PART II127
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES127
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS127
ITEM 15.CONTROLS AND PROCEDURES127
ITEM 16.[RESERVED]128
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT128
ITEM 16B.CODE OF ETHICS128
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES128
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES129
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS129
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT129
ITEM 16G.CORPORATE GOVERNANCE129
ITEM 16H.MINE SAFETY DISCLOSURE131
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS131
ITEM 16J.INSIDER TRADING POLICIES131
ITEM 16K.CYBERSECURITY131
PART III132
ITEM 17.FINANCIAL STATEMENTS132
ITEM 18.FINANCIAL STATEMENTS132
ITEM 19.EXHIBITS132
SIGNATURES134

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.