Amended Statement of Beneficial Ownership (sc 13d/a)
August 12 2019 - 07:52AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
CollPlant
Biotechnologies Ltd.
(Name
of Issuer)
Ordinary Shares, par value NIS 1.5 per share
(including
Ordinary Shares represented by American Depositary Shares (ADSs) at a ratio of one Ordinary Share per ADS)
(Title
of Class of Securities)
19516R107
(CUSIP Number)
Jonathan
M. Nathan, Adv.
Meitar
Liquornik Geva Leshem Tal
16
Abba Hillel Road Street,
Ramat
Gan 5250608, Israel
Telephone:
+972-3-610-3100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
August
6, 2019
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however,
see
the
Notes).
CUSIP
No. 19516R107
|
|
1.
|
Names
of Reporting Persons
Ami
Sagy
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) ☐
(b)
☐
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds
(See
Instructions)
PF
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) ☐
|
6.
|
Citizenship
or Place of Organization
Israel
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
1,140,300
Ordinary Shares(1)
(2)
|
8.
|
Shared
Voting Power
0
|
9.
|
Sole
Dispositive Power
1,140,300
Ordinary Shares(1) (2)
|
10.
|
Shared
Dispositive Power
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,140,300
Ordinary Shares(1) (2)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
☐
|
13.
|
Percent
of Class Represented by Amount in Row (11)
28.5%
(3)
|
14.
|
Type
of Reporting Person
(See
Instructions)
IN
|
|
|
|
|
|
(1)
|
As
reported by the Issuer, effective as of July 15, 2019, the Issuer effected a 1-for-50 reverse split of its outstanding ordinary
shares, which proportionately raised the par value per ordinary share from NIS 0.03 to NIS 1.5, and caused a corresponding adjustment
of the ratio of the number of ordinary shares to American Depositary Shares (“
ADSs
”) from 50:1 to 1:1 (since
the ADSs were otherwise unaffected by that reverse share split). All numbers appearing in this Amendment No. 2 to Schedule 13D
are presented on a post-reverse split basis.
|
|
(2)
|
Includes
an aggregate of 186,000 Ordinary Shares issuable upon exercise of ordinary warrants that
are currently exercisable.
|
|
(3)
|
Based
on 3,820,789 Ordinary Shares issued and outstanding as of August 6, 2019 (which number
was provided by the Issuer to the Reporting Person upon the request of the Reporting
Person), as adjusted to reflect the potential issuance of shares pursuant to the exercise
of warrants held by the Reporting Person as described in footnote (2) above.
|
Item
1. Security and Issuer.
This
Amendment No. 2 (this “
Amendment No. 2
”) to the Statement of Beneficial Ownership on Schedule 13D filed on
February 11, 2019 (the “
Statement
”), as amended by Amendment No. 1 thereto, filed on June 20, 2019 (“
Amendment
No. 1
”), relates to the ordinary shares, par value 1.5 New Israeli Shekels (“
NIS
”) per share (“
Ordinary
Shares
”) (including Ordinary Shares represented by American Depositary Shares (“
ADSs
”) at a ratio
of one Ordinary Share per ADS) of Collplant Biotechnologies Ltd., an Israeli company (the “
Issuer
”). The principal
executive offices of the Issuer are located at 4 Oppenheimer Street, Weizmann Science Park, Rehovot 7670104, Israel.
After
the filing of Amendment No. 1, on July 15, 2019, the Issuer effected a 1-for-50 reverse split of its outstanding Ordinary Shares,
which proportionately raised the par value per Ordinary Share from NIS 0.03 to NIS 1.5, and caused a corresponding adjustment
of the ratio of the number of Ordinary Shares to ADSs from 50:1 to 1:1 (since the ADSs were otherwise unaffected by that reverse
share split). All numbers appearing in this Amendment No. 2 to Schedule 13D are presented on a post-reverse split basis.
This
Amendment No. 2 is being filed by the Reporting Person (as defined in Item 2 below) in order to report the purchase by the Reporting
Person, on August 6, 2019, of an additional 140,000 ADSs (which represent an equivalent number of Ordinary Shares), which purchase
has increased the Reporting Person’s beneficial ownership by in excess of 1% of the outstanding Ordinary Shares since the
filing of Amendment No. 1.
Item
2. Identity and Background.
(a)
|
Name
:
|
This
Amendment No. 2 is being filed by Ami Sagy, an individual (the “
Reporting Person
”).
|
|
(b)
|
Residence
or Business Address
: 66 Pinkas Street, Tel Aviv, Israel 62157.
|
|
(c)
|
Present
Principal Occupation/Employment
: The Reporting Person serves as manager of the Sagy Group, which manages bank charges and
reduces financial costs for medium to large organizations and institutions. The principal address of the offices at which the
Reporting Person is employed is 84 Ben-Tzvi Road, Tel Aviv 68104, Israel.
|
|
(d)
|
Criminal
Proceedings
: During the last five years, the Reporting Person has not been convicted in any criminal proceeding.
|
|
(e)
|
Civil
Proceedings Involving Securities Law Violations
: During the last five years, the Reporting Person has not been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he is or was subject to
a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
|
Item
3. Source and Amount of Funds or Other Consideration.
The
Reporting Person utilized his personal funds in acquiring the Ordinary Shares reported in this Amendment No. 2.
Item
4. Purpose of Transaction.
The
Reporting Person has acquired the Ordinary Shares reported herein for investment purposes only. The Reporting Person may, from
time to time, based on various factors, acquire additional Ordinary Shares of the Issuer or sell Ordinary Shares, on the open
market or in privately negotiated transactions.
Except
as described above, as of the filing of this Amendment No. 2, the Reporting Person does not have any definitive plans or proposals
which relate to or would result in any of the following: (a) the acquisition by the Reporting Person of additional Ordinary Shares
(except for an additional 186,000 Ordinary Shares that may be issued to the Reporting Person upon exercise of warrants held by
the Reporting Person that have not yet been exercised, which Ordinary Shares are already included in his beneficial ownership),
or the disposition of Ordinary Shares that he holds; (b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) a change in the present board of directors or management of the Issuer, including any plan
or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) a material change in
the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate
structure; (g) changes in the Issuer’s memorandum of association or articles of association or other actions which may impede
the acquisition of control of the Issuer by any person; (h) causing the ADSs to be delisted from the NASDAQ Capital Market or
any other national securities exchange on which they may be listed in the future, or to cease to be authorized to be quoted in
any inter-dealer quotation system of a registered national securities association in which they may be quoted in the future; (i)
causing the ADSs to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended; or (j) any action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer.
All
calculations of beneficial ownership percentage in this Amendment No. 2 are made on the basis of 3,820,789 Ordinary Shares issued
and outstanding as of August 6, 2019 (which number was provided by the Issuer to the Reporting Person at the request of the Reporting
Person), as adjusted to reflect the potential issuance of additional Ordinary Shares pursuant to the exercise of warrants held
by the Reporting Person as described in paragraph (a) below.
(a) The
Reporting Person beneficially owns 1,140,300 Ordinary Shares of the Issuer, constituting approximately 28.5% of the issued and
outstanding share capital of the Issuer, consisting of (i) 954,300 Ordinary Shares (represented by 954,300 ADSs) held directly
by the Reporting Person, plus (ii) an additional 186,000 Ordinary Shares issuable upon exercise of warrants held by the Reporting
Person that have not yet been exercised, all of which are currently exercisable.
(b) The
Reporting Person possesses sole power to vote and direct the vote, and sole power to dispose or to direct the disposition of,
all of the Ordinary Shares that he currently beneficially owns.
(c) During
the 60 days preceding the date of this Amendment No. 2, the Reporting Person effected the following purchases of Ordinary Shares
(all of which were effected in Ordinary Shares represented by ADSs):
Type
of Transaction and Date
|
|
Quantity
of Ordinary Shares/ ADSs Purchased
|
|
Price
Paid Per ADS
|
Open-Market
Purchases of ADSs on NASDAQ Capital Market:
|
|
August 6, 2019
|
|
140,000 Shares/140,000
ADSs
|
|
$3.50 per ADS
|
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Under
the warrants referenced in paragraph (a) of Item 5 above, the Reporting Person has the right to acquire 186,000 Ordinary Shares,
at an exercise price of 40 New Israeli Shekels (approximately US $11.50) per Ordinary Share (all of such warrants are currently
exercisable). Those warrants expire in December 2022.
Item
7. Material to be Filed as Exhibits.
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
August 12, 2019
5
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