Current Report Filing (8-k)
December 09 2019 - 3:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): December 9, 2019
Protalix BioTherapeutics, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-33357
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65-0643773
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2 Snunit Street
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20100
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Science Park, POB 455
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Carmiel, Israel
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code +972-4-988-9488
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value
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PLX
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NYSE American
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ¨
If an emerging growth company, 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) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
Protalix BioTherapeutics, Inc. (the “Company”) held
a Special Meeting of Stockholders on December 9, 2019 (the “Meeting”). At the Meeting, the Company’s stockholders
approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio
not less than 1-for-10 and not greater than 1-for-20, and to reduce the total number of shares of the Company’s common stock
that it is authorized to issue from 350 million shares to 120 million. The ratio was fixed by the Company’s Board of Directors
prior to the meeting to be 1-for-10. Set forth below are the number of votes cast for and against, and the number of abstentions,
for the proposal.
For
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Against
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Abstain
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81,510,979
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11,818,929
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180,744
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Item 8.01 Other Events
On December 9, 2019, the Company issued a press release announcing
the approval by the Company’s stockholders of the proposal to amend the Company’s Certificate of Incorporation, as
amended, as described in Item 5.07 of this Current Report on Form 8-K, and that the Company intends to effect a 1-for-10 reverse
stock that is scheduled to be effective as of December 20, 2019. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated December 9, 2019.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 9, 2019
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PROTALIX BIOTHERAPEUTICS, INC.
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By:
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/s/ Dror
Bashan
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Name: Dror Bashan
Title: President and Chief Executive Officer
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