CollPlant Biotechnologies Ltd美股招股说明书(2026-04-21版)

This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of up to an aggregate of3,296,000 ordinary shares, par value NIS 1.50 per share of CollPlant Biotechnologies Ltd., consisting of (i) 1,600,000 ordinary sharesissuable upon the exercise of series A warrants originally issued in a private placement on February 6, 2026, (ii) 1,600,000 ordinaryshares issuable upon the exercise of series B warrants originally issued in a private placement on February 6, 2026, and (ii) 96,000ordinary shares issuable upon the exercise of warrants originally issued on February 6, 2026 to the placement agent as compensationfor its services in connection with the private placement. The selling shareholders are identified in the table commencing on page 8. We will not receive any proceeds from the sale ofthe ordinary shares by the selling shareholders. All net proceeds from the sale of the ordinary shares covered by this prospectus will goto the selling shareholders. However, we may receive the proceeds from any exercise of warrants if the selling shareholders exercisethe warrants on a cash basis, if and when exercised. See “Use of Proceeds.” The selling shareholders may sell all or a portion of the ordinary shares from time to time in market transactions through anymarket on which our ordinary shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will bedetermined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent oras principal or by a combination of such methods of sale. We will bear all of the expenses incurred in connection with the registrationof these shares. The selling shareholders will pay any underwriting discounts and selling commissions and/or similar charges incurredin connection with the sale of the shares. See “Plan of Distribution.” Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “CLGN”. The last reported sale price of ourordinary shares on April 20, 2026 was $0.37 per share. The securities offered in this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 4 of thisprospectus to read about factors you should consider before purchasing any of our securities. Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreignsecurities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The date of this prospectus is April 21, 2026. TABLE OF CONTENTS About this ProspectusiiProspectus Summary1Risk Factors4Special Note Regarding Forward-Looking Statements5Use of Proceeds6Capitalization7Selling Shareholder8Description of Share Capital12Plan of Distribution20Legal Matters22Experts22Where You Can Find More Information22Incorporation of Certain Information By Reference23Enforceability of Civil Liabilities23 About This Prospectus This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of theSEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read theregistration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the heading“Where You Can Find More Information.” You should rely only on the information that is contained in this prospectus or that is incorporated by reference into thisprospectus. Neither we nor the selling shareholders have authorized anyone to provide you with information that is in addition to ordifferent from that contained in, or incorporated by reference into, this prospectus. If anyone provides you with different orinconsistent information, you should not rely on it. The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of thetime of delivery of this prospectus or of any sale of our ordinary shares. Our business, financial condition, results of operations andprospects may have changed since that date. Throughout this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” “CollPlant,” “the Company” and “ourCompany” refer to Collplant Biotechnologies Ltd., and its wholly-owned subsidiaries. References to “ordinary shares,” “warrants” and“share capital” refer to the ordinary shares, par value NIS 1.5 per share, warrants, and share capital, respectively, of CollPlant. Market data and certain industry data and forecasts used in, or incorporated by reference in, this prospectus were obtainedfrom sources we believe to be reliable, including market research databases, publicly available information, reports of governmentalagencies and industry publications and surveys. We have relied on certain data from third-party sources, including internal surveys,