CollPlant Biotechnologies Ltd 6-K, filed Jun 8, 2023

CollPlant Biotechnologies Ltd (CLGN)

6-K 2023-06-08 For: 2023-06-08

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Added on April 08, 2026

About this 6-K

CollPlant Biotechnologies Ltd filed this 6-K on June 8, 2023.

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Exhibit No.		Description

99.1		Notice and Proxy Statement with respect to the Company’s Annual and Extraordinary General Meeting of Shareholders

99.2		Proxy Card for holders of ordinary shares with respect to the Company’s Annual and Extraordinary General Meeting of Shareholders

	COLLPLANT BIOTECHNOLOGIES LTD.

Date: June 8, 2023	By:	/s/ Eran Rotem
		Name:	Eran Rotem
		Title:	Deputy CEO and Chief Financial Officer

By:
Name:
Title:

Indemnitee:

By:
Name:

1.	Claims in connection with employment relationships with and/or by employees or consultants of the Company, and in connection with business relations between the Company and its employees, independent contractors, customers, suppliers, partners, clients and various service providers, including any third party with whom the Company maintains any kind of business and including in connection with maintaining negotiations with any aforementioned parties.

2.	Negotiations, execution, delivery and performance of agreements of any kind or nature, anti-competitive acts, restrictive trade practices or monopolies, acts of commercial wrongdoing, approval of corporate actions including the approval of and recommendation or information provided to shareholders with respect to corporate actions, the approval of the acts of the Company’s management, their guidance and their supervision, actions concerning the approval of transactions with Office Holders or shareholders, including controlling persons, intercompany transactions, actions pursuant to or in accordance with the policies and procedures of the Company (whether or not such policies and procedures are published) and claims of failure to exercise business judgment and a reasonable level of proficiency, expertise and care or any other applicable standard with respect to the Company’s business.

3.	Violation, infringement, misappropriation, dilution and other misuse of copyrights, patents, designs, trade secrets and any other intellectual property rights, acts in connection with the registration, assertion or protection of rights to intellectual property and the defense of claims related to intellectual property, breach of confidentiality obligations, acts in regard of invasion of privacy including with respect to databases or personal information, acts in connection with slander and defamation, and claims in connection with publishing or providing any information, including any filings with any governmental authorities, whether or not required under any applicable laws.

4.	Violations of securities laws of any jurisdiction, including without limitation, claims under the U.S. Securities Act of 1933, as amended from time to time, or the U.S. Exchange Act of 1934, as amended from time to time, or under the Israeli Securities Law, as amended from time to time, fraudulent disclosure claims, failure to comply with any securities authority or any stock exchange disclosure or other rules, including non-disclosure or failure to provide any type of information within the timeframe required for that purpose by law, or in connection with misstatement or defective disclosure of the said information to third parties, including to holders of securities of the Company, or to holders of securities by force, including in anything related to insurance, allotment, distribution, acquisition, possession or relationship to the Company’s securities or any other activity of investment that involves or that is affected by the Company’s securities, and any other claims relating to relationships with investors, debt holders, shareholders, holders of any other equity or debt instrument of the Company and the investment community and any claims related to the Sarbanes-Oxley Act of 2002, as amended from time to time; claims relating to or arising out of financing arrangements, any breach of financial covenants or other obligations towards lenders or creditors or debt holders of the Company, class actions, violations of laws requiring the Company to obtain regulatory and governmental licenses, permits and authorizations in any jurisdiction; actions taken in connection with the issuance, purchase, holding or disposition of any type of securities of Company, including, without limitation, the grant of options, warrants or other rights to purchase any of the same or any offering of the Company’s securities to private investors or to the public, and listing of such securities, or the offer by the Company to purchase securities from the public or from private investors or other holders, and any undertakings, representations, warranties and other obligations related to any such offering, listing or offer or to the Company’s status as a public company or as an issuer of securities, including any claim and demand on behalf of holders of securities of the Company, including future security holders in the Company (including shares) or the Company’s creditors, for violation of company laws, securities laws or any other law that grants them a cause of action.

5.	Liabilities arising in connection with development of any products, technologies or services developed, distributed, rendered, sold, provided, licensed or marketed by the Company, and any actions or omission in connection with the distribution, provision, sale, marketing, license or use of such products, technologies or services, including without limitation in connection with professional liability and product liability claims.

6.	The offering of securities by the Company to the public, including the offering of securities by a shareholder in connection with a secondary offering.

7.	The offering of securities by the Company to private investors or the offer by the Company to purchase securities from the public and/or from private investors or other holders pursuant to a prospectus, agreements, notices, reports, tender offers, including actions relating to delivery of opinions in relation to any of the foregoing, and including any claim or demand in relation to the opinion of the Company’s Board to offerees in an offer, regarding the feasibility of a special acquisition offer in accordance with Section 329 of the Companies Law, or avoidance from giving such an opinion as said, and/or other proceedings.

8.	Events in connection with change in ownership or in the structure of the Company, its restructuring, reorganization, dissolution, winding up, any other arrangements concerning creditors rights or any decision concerning any of the foregoing, including but not limited to, merger, sale or acquisition of assets, division, spin off, divestiture, change in capital.

9.	Any claim or request submitted in connection with an appointment or application for appointment of a receiver over the assets of the Company and/or subsidiaries and/or related companies thereof or any part of their assets and/or an application for winding-up filed against the Company and/or subsidiaries and/or related companies thereof and/or any proceeding for the purpose of settlement or arrangement with creditors of the Company and/or subsidiaries and/or related companies of the Company.

10.	Any claim or demand made in connection with any transaction, whether or not in the ordinary course of business of the Company, including the sale, lease or purchase of, or the receipt or any grant of any rights with respect to, any assets or business, including intellectual property.

11.	Any claim or demand made by any third party suffering any personal injury and/or bodily injury or damage to business or personal property or any other type of damage through any act or omission attributed to the Company, or its employees, agents or other persons acting or allegedly acting on its behalf, including, without limitation, failure to make proper safety arrangements for the Company or its employees and liabilities arising from any accidental or continuous damage or harm to the Company’s employees, its contractors, its guests and visitors as a result of an accidental or continuous event, or employment conditions, permanent or temporary, in the Company’s offices.

12.	Any claim or demand made directly or indirectly in connection with complete or partial failure, by the Company or its directors, officers and employees, to pay, report, keep applicable records or otherwise, of any foreign, federal, state, county, local, municipal or city taxes or other compulsory payments of any nature whatsoever, including, without limitation, income, sales, use, transfer, excise, value added, registration, severance, stamp, occupation, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll or employee withholding or other withholding, including any interest, penalty or addition thereto, whether disputed or not.

13.	Any administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation by any governmental entity or other person alleging the failure to comply with any statute, law, ordinance, rule, regulation, order or decree of any governmental entity applicable to the Company or any of its businesses, assets or operations, or the terms and conditions of any operating certificate or licensing agreement.

14.	Participation and/or non-participation at the Company’s Board meetings, bona fide expression of opinion and/or voting and/or abstention from voting at the Company’s Board meetings, including, in each case, any committee thereof.

15.	Review and approval of the Company’s financial statements and any specific items or matters within, including any action, consent or approval related to or arising from the foregoing, including, without limitations, execution of certificates for the benefit of third parties related to the financial statements.

	Sincerely,

	Dr. Roger Pomerantz
	Chairman of the Board of Directors

	By Order of the Company,

	Dr. Roger Pomerantz
	Chairman of the Board of Directors

16.	Violation of laws, rules or regulations requiring the Company to obtain regulatory and governmental licenses, permits and authorizations (including without limitation relating to export, import, encryption, antitrust or competition authorities) or laws related to any governmental grants in any jurisdiction.

17.	Resolutions and/or actions relating to investments in the Company and/or its subsidiaries and/or affiliated companies and/or the purchase and sale of assets, including the purchase or sale of companies and/or businesses, and/or investment in corporate or other entities and/or investments in traded securities and/or any other form of investment, including any claim or demand submitted in connection with sale, acquisition or holding of tradable securities for or on behalf of the Company.

18.	Liabilities arising out of advertising, including misrepresentations regarding the Company’s products, technologies or services, whether under development or commercially available, and unlawful distribution of emails.

19.	An announcement or statement, including a position taken or an opinion or representation made in good faith by the Office Holder in the course of his duties or in conjunction with his duties, whether in public or in private, including during a meeting of the Board of the Company or any of the committees thereof and including expression of a position or an opinion in voting in the general meetings of corporations and/or other organs of corporations that was made by the officer within his position in the Company.

20.	All actions in connection with performance of an insurance-related transaction or actions that resulted in failure to engage in adequate insurance arrangements, including engagement with reinsurers and/or agents and/or insurers and/or insureds and/or other customers.

21.	Management of the Company’s bank accounts, including money management, foreign currency deposits, securities, loans and credit facilities, credit cards, bank guarantees, letters of credit, consultation agreements concerning investments including with portfolio managers, hedging transactions, options, futures, and the like.

22.	Any action or decision in relation to protection of work safety and/or working conditions, including with respect to provisions of the law, procedures or standards as applicable in or outside of Israel with relating to protection of work safety, pertaining, inter alia, to contamination, health protection, production processes, distribution, use, treatment, storage and transportation of certain materials, including in connection with corporal damage, property and environmental damages.

23.	Any administrative, public or judicial action, judgments, claims, requests, letters of claim, directions, arguments, charges, attachments, inquiry proceedings, or notice on incompliance or breaches on behalf of a government authority or other entities that argue for potential liability or responsibility (including for expenses in connection with enforcement, inquiries, responses by government authorities, cleaning, elimination or repair of damage caused to natural resources, damage to the land, bodily damage or fines or contributions, indemnification, convalescence payments, compensation) as a result thereof, in or outside Israel, that are based upon or related to: (a) Release of a liquid, emission, leak, flooding, spill, elimination, secretion, filtration or migration on and/or under and/or above the ground (hereinafter jointly: “Pollution”) or risk of pollution or exposure to any type of hazardous, poisonous, explosive or radioactive material or other materials in respect of which there is an obligation to regulate them in accordance with environmental laws in any premises that are owned, operated, leased or managed by the Company. (b) Circumstances that give rise to any type of violation of environmental laws, environmental licenses, permits or additional permits that are required in accordance with environmental laws.

24.	Any liability arising under any administrative, regulatory, judicial or civil actions orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation of Section 50P of the RTP Law.

25.	All actions, consents and approvals relating to a distribution of dividends, in cash or otherwise, or to any other “distribution” as such term is defined under the Companies Law and/or repurchase of shares or returns of capital of the Company.

26.	Any administrative, regulatory, judicial, civil or criminal, actions orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance, violation or breaches alleging potential responsibility, liability, loss or damage (including potential responsibility or liability for costs of enforcement, investigation, cleanup, governmental response, removal or remediation, property damage or penalties, or for contribution, indemnification, cost recovery, compensation or injunctive relief), whether alleged or claimed by customers, consumers, regulators, shareholders or others, arising out of, based on or related to: (a) cyber security, cyber-attacks, data loss or breaches, unauthorized access to databases and use or disclosure of information contained therein, not preventing or detecting the breach or failing to otherwise disclose or respond to the breach; (b) circumstances forming the basis of any violation of any law, permit, license, registration or other authorization required under applicable law governing data security, data protection, network security, information systems, privacy or any cyber environment (including, users, networks, devices, software, processes, information systems, databases, information in storage or transit, applications, services, and systems that can be connected directly or indirectly to networks); (c) failure to implement a reporting system or control, or failure to monitor or oversee the operation of such a system; (d) data destruction, extortion, theft, hacking, and denial of service attacks; losses or liabilities to others caused by errors and omissions, failure to safeguard data or defamation; or (e) security-audit, post-incident public relations and investigative expenses, criminal reward funds, data breach/privacy crisis management (including, management of an incident, investigation, remediation, data subject notification, call management, credit checking for data subjects, legal costs, court attendance and regulatory fines), extortion liability (including, losses due to a threat of extortion, professional fees related to dealing with the extortion), or network security liability (including, losses as a result of denial of access, costs related to data on third-parties and costs related to the theft of data on third-party systems).

27.	Resolutions and/or actions relating to the operations and management of the Company’s and/or of any enterprises and/or affiliated companies.

28.	Resolutions and/or actions relating to the approval of transaction with directors and officers of the Company and with holders of controlling interests in the Company.

29.	Any claim or request referring to resolutions or activities of the Company or officer therein as part of his position in the Company, after the appropriate inspections and consultations in respect whereof were carried out and in connection with the type of the resolution or activities as said, including resolutions that were made in the Board or committees thereof.

30.	Aggregate Limit Amount for all events together.

		Page
A.	Overview and Objectives	1
B.	Base Salary and Benefits	2
C.	Cash Bonuses	3
D.	Equity-Based Compensation	5
E.	Retirement and Termination of Service Arrangements	6
F.	Exemption, Indemnification and Insurance	6
G.	Arrangements upon Change/Creation of Control	7
H.	Board of Directors Compensation	7
I.	Miscellaneous	8

1.	To approve the re-election of Dr. Roger Pomerantz, Dr. Abraham (Avri) Havron, Joseph Zarzewsky, Dr. Elan Penn, Hugh Evans, Alisa Lask and Mr. Yehiel Tal (who also serves as the Company’s CEO) to the board of directors of the Company (the “Board of Directors”), each until the next annual general meeting of shareholders.
1a.	Re-election of Dr. Roger Pomerantz to the Company’s Board of Directors.

	☐ FOR ☐ AGAINST ☐ ABSTAIN

1b.	Re-election of Dr. Abraham (Avri) Havron to the Company’s Board of Directors.

	☐ FOR ☐ AGAINST ☐ ABSTAIN

1c.	Re-election of Joseph Zarzewsky to the Company’s Board of Directors.

	☐ FOR ☐ AGAINST ☐ ABSTAIN

1d.	Re-election of Dr. Elan Penn to the Company’s Board of Directors.

	☐ FOR ☐ AGAINST ☐ ABSTAIN

1e.	Re-election of Hugh Evans to the Company’s Board of Directors.

	☐ FOR ☐ AGAINST ☐ ABSTAIN

1f.	Re-election of Alisa Lask to the Company’s Board of Directors.

	☐ FOR ☐ AGAINST ☐ ABSTAIN

1g.	Re-election of Yehiel Tal (who also serves as the Company’s CEO) to the Company’s Board of Directors.

	☐ FOR ☐ AGAINST ☐ ABSTAIN

2.	To approve the re-appointment of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting.

	☐ FOR ☐ AGAINST ☐ ABSTAIN

3.	To approve the adoption and the grant of a new letter of indemnification for the Company’s current and future directors and officers, other than to the Company’s current CEO, and subject to the approval of Proposal No. 4.

	☐ FOR ☐ AGAINST ☐ ABSTAIN

4.	To approve the grant of the new letter of indemnification to the Company’s current CEO, subject to the approval of Proposal No. 3.

	☐ FOR ☐ AGAINST ☐ ABSTAIN
4a.	Do you have a personal interest in the approval of Proposal 4 or are you a controlling shareholder of the Company? (please note: if you do not mark either Yes or No, your shares will not be voted for Proposal 4)

	☐ YES ☐ NO

5.	To approve an amendment to the Company’s compensation policy with respect to the adoption of a new clawback policy intended to comply with the clawback-related listing standards proposed by the Nasdaq Stock Market and the Israeli Companies Law of 1999, to take effect upon the effective date of the Nasdaq listing rule.

	☐ FOR ☐ AGAINST ☐ ABSTAIN
5a.	Do you have a personal interest in the approval of Proposal 5 or are you a controlling shareholder of the Company? (please note: if you do not mark either Yes or No, your shares will not be voted for Proposal 5)

	☐ YES ☐ NO