UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Protalix BioTherapeutics, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 per Share
(Title of Class of Securities)
74365A309
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act.
|
CUSIP
NO.
|
74365A309
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Angels Investments in Hi Tech Ltd
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Israel
|
|
|
|||
|
|
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
2,208,913 shares*
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
2,208,913 shares*
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,208,913 shares*
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
* Consists of 237,012 shares of Common Stock of the Issuer and 1,971,901 shares of Common Stock of the Issuer that the Reporting Person has the right to acquire pursuant to warrants that are exercisable
within 60 days of December 31, 2023.
Page 2 of 7 Pages
|
CUSIP
NO.
|
74365A309
|
||||
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Marius Nacht
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☒
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Israel
|
|
|
|||
|
|
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
2,208,913 shares*
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
2,208,913 shares*
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,208,913 shares*
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
2.9%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
* Consists of
237,012 shares of Common Stock of the Issuer and 1,971,901 shares of Common Stock of the Issuer that the Reporting Person has the right to acquire pursuant to warrants that are exercisable within 60 days of December 31, 2023.
Page 3 of 7 Pages
|
Item 1(a)
|
Name of Issuer
Protalix BioTherapeutics, Inc. (the “Issuer”).
|
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices
2 Snunit Street, Science Park, POB 455, Carmiel 2161401, Israel
|
Item 2(a)-(b) Name of Person Filing; Address of Principal Business Office or, if none, Residence
| 1. |
Angels Investments in Hi Tech Ltd. (“Angels”) c/o Marius Nacht, 42 Brandeis St. Tel Aviv 6200157, Israel
|
| 2. |
Marius Nacht, 42 Brandeis St. Tel Aviv 6200157, Israel
|
|
|
The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”.
|
|
Item 2(c)
|
Citizenship
Angels is an Israeli company; and Marius Nacht is an Israeli citizen.
|
|
Item 2(d)
|
Title of Class of Securities
Common Stock, par value $0.001 per share
|
|
Item 2(e)
|
CUSIP Number
|
| Item 3 |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
|
| Item 4 |
Ownership
Angels Investments in Hi Tech Ltd.
|
| (a) |
Amount beneficially owned: 2,208,913 shares of Common Stock.
|
The number of shares of Common Stock set forth above consists of 237,012 shares of Common Stock and 1,971,901 shares of Common Stock of the Issuer that the Reporting Person has
the right to acquire pursuant to warrants that are exercisable within 60 days of December 31, 2023
All share percentage calculation are based on (i) 72,952,124 shares of Common Stock outstanding as of November 1, 2023, as reported by the Issuer to the SEC on Form 10-Q on
November 6, 2023 and (ii) 1,971,901 shares of Common Stock of the Issuer that the Reporting Person has the right to acquire pursuant to warrants that are exercisable within 60 days of December 31, 2023, which are treated as issued and
outstanding solely for the purpose of computing the percentage ownership of the Reporting Person pursuant to Rule 13d-3(d)(1)(i) under the Act.
| (b) |
Percent of Class: 2.9%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 2,208,913 shares of Common Stock
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 2,208,913 shares of Common Stock
|
Marius Nacht
| (a) |
Amount beneficially owned: 2,208,913 shares of Common Stock. Marius Nacht is the sole shareholder and director of Angels. By reason of Mr. Nacht‘s control over Angels, By virtue of such relationship, Marius Nacht may be
deemed to have shared voting and investment power with respect to the shares of Common Stock of the Issuer held by Angels.
|
The number of shares of Common Stock set forth above consists of 237,012 shares of Common Stock and 1,971,901 shares of Common Stock of the Issuer that the Reporting Person has the right to
acquire pursuant to warrants that are exercisable within 60 days of December 31, 2023
All share percentage calculation are based on (i) 72,952,124 shares of Common Stock outstanding as of November 1, 2023, as reported by the Issuer to the SEC on Form 10-Q on November 6, 2023 and
(ii) 1,971,901 shares of Common Stock of the Issuer that the Reporting Person has the right to acquire pursuant to warrants that are exercisable within 60 days of December 31, 2023, which are treated as issued and outstanding solely for the
purpose of computing the percentage ownership of the Reporting Person pursuant to Rule 13d-3(d)(1)(i) under the Act.
| (b) |
Percent of Class: 2.9%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 2,208,913 shares of Common Stock
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 2,208,913 shares of Common Stock
|
| Item 5 |
Ownership of Five Percent or Less of a Class
If this statement is being filed is being filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
|
| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
|
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
|
| Item 8 |
Identification and Classification of Members of the Group
Incorporated by reference to Items 2 and 4 of this Schedule 13G.
|
| Item 9 |
Notice of Dissolution of Group
Not applicable.
|
| Item 10 |
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
Page 5 of 7 Pages
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: January 2, 2024
|
ANGELS INVESTMENTS IN HI TECH LTD.
By: /s/ Marius Nacht
Name: Marius Nacht
Title: Sole Shareholder
MARIUS NACHT
By: /s/ Marius Nacht
|
Page 6 of 6 Pages