(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
CUSIP
No. 19516R107
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1.
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Names
of Reporting Persons
Ami
Sagy
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2.
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Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) ☐
(b)
☐
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3.
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SEC
USE ONLY
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4.
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Source
of Funds (See
Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
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6.
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Citizenship
or Place of Organization
Israel
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7.
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Sole
Voting Power
2,217,086
Ordinary Shares(1) (2)
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
2,217,086
Ordinary Shares(1) (2)
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,217,086
Ordinary Shares(1) (2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
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13.
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Percent
of Class Represented by Amount in Row (11)
36.6%
(3)
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14.
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Type
of Reporting Person (See
Instructions)
IN
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(1)
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As
of the date of this Amendment No. 3 to Schedule 13D, each American Depositary Share (“ADS”)
of the Issuer represents one ordinary share of the Issuer. Although the Reporting Person
holds ADSs, his holdings are presented in ordinary shares for purposes of his Schedule
13D and all amendments thereto (including the current Amendment No. 3).
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(2)
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Includes
an aggregate of 686,000 Ordinary Shares issuable upon exercise of ordinary warrants that
are currently exercisable.
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(3)
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Based
on 5,370,829 Ordinary Shares issued and outstanding as of October 31, 2019 (which number
was reported by the Issuer in its Report of Foreign Private Issuer on Form 6-K, furnished
to the Securities and Exchange Commission on October 31, 2019), 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.
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Item
1. Security and Issuer.
This
Amendment No. 3 (this “Amendment No. 3”) 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”) and Amendment No. 2 thereto, filed on August 12, 2019 (“Amendment No. 2”), 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.
This
Amendment No. 3 is being filed by the Reporting Person (as defined in Item 2 below) in order to report the issuance by the Issuer
of the following securities to the Reporting Person on October 27, 2019, which issuance has increased the Reporting Person’s
beneficial ownership of the Issuer’s Ordinary Shares by more than 1% relative to what was reported in Amendment No. 2:
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●
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500,000
ADSs (which represent an equivalent number of Ordinary Shares), which were issued upon
the conversion of a convertible loan in an amount of $2 million provided by the Reporting
Person to the Issuer;
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●
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ordinary
warrants exercisable for an additional 500,000 Ordinary Shares, which were issued in
connection with the foregoing conversion of the convertible loan; and
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●
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an
additional 76,786 ADSs, which were issued in satisfaction of certain price protection
undertakings made by the Issuer to the Reporting Person.
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Item
2. Identity and Background.
(a) Name: This
Amendment No. 3 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.
(f) Citizenship:
Israel
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. 3.
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. 3, 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 686,000 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. 3 are made on the basis of 5,370,829 Ordinary Shares issued
and outstanding as of October 31, 2019 (which number was reported by the Issuer in its Report of Foreign Private Issuer on Form
6-K, furnished to the Securities and Exchange Commission (the “SEC”) on October 31, 2019), 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 2,217,086 Ordinary Shares of the Issuer, constituting approximately 36.6% of the issued and
outstanding share capital of the Issuer, consisting of (i) 1,531,086 Ordinary Shares (represented by 1,531,086 ADSs) held directly
by the Reporting Person, plus (ii) an additional 686,000 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. 3, the Reporting Person effected, on October 27, 2019, the acquisition of
Ordinary Shares (which was effected in Ordinary Shares represented by ADSs) and warrants to purchase Ordinary Shares, as described
in Item 1 above.
(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 686,000 Ordinary Shares,
at an exercise price of $4.00 per Ordinary Share. The exercise price for 186,000 of those 686,000 underlying Ordinary Shares was
reduced to $4.00 per share from 40 New Israeli Shekels (approximately US $11.50)
per share based on the approval of the shareholders of the Issuer on October 27, 2019. All of the warrants (to purchase all 686,000
Ordinary Shares) are currently exercisable. These 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:
November 5, 2019
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