On August 26, 2021 Protalix BioTherapeutics, Inc. (NYSE American:PLX) (TASE:PLX), a biopharmaceutical company focused on the development, production and commercialization of recombinant therapeutic proteins produced by its proprietary ProCellEx plant cell-based protein expression system, reported that it has completed exchanges (the "Exchanges") of the Company’s outstanding 7.50% Senior Secured Convertible Notes due 2021 (the "2021 Notes") with institutional note holders of a substantial majority of the 2021 Notes (Press release, Protalix, AUG 26, 2021, View Source [SID1234586928]). Participating institutional note holders include funds managed by Highbridge Capital Management, LLC, UBS O’Connor LLC, Citigroup Global Markets, Whitebox Advisors and Tulip Capital.
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"The exchange of the notes will allow us to continue proceeding towards resubmission of PRX-102 BLA to the FDA subject to the outcome of the Type A meeting scheduled for September 9, 2021, as well as submission of the MAA to the EMA, subject to the meeting with the EMA scheduled for October 2021" said Dror Bashan, Protalix’s President and Chief Executive Officer. "We would like to thank the participants in the exchanges for their longstanding partnership."
The Exchanges, which were first announced on August 13, 2021, involved the exchange of an aggregate of $54.65 million principal amount of 2021 Notes for an aggregate of $28.75 million principal amount of newly issued 7.50% Senior Secured Convertible Notes due 2024 (the "Exchange Notes"), $25.90 million in cash and approximately $1.1 million in cash representing accrued and unpaid interest through the closing date. The initial conversion rate of the Exchange Notes is 563.2216 shares of the Company’s common stock (the "Common Stock") per $1,000 principal amount of Exchange Notes, which is equivalent to an initial conversion price of approximately $1.7755 per share of Common Stock, subject to adjustment in certain circumstances. This initial conversion price represents a premium of approximately 32.5% relative to the closing price of the Common Stock on the NYSE American on August 13, 2021. After giving effect to the Exchanges, $3.27 million aggregate principal amount of the Existing Notes are currently outstanding.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and does not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. The offer and sale of the Exchange Notes and the shares of Common Stock issuable upon conversion of the Exchange Notes, if any, was not registered under the Securities Act of 1933 or any state securities laws, and unless so registered, the Exchange Notes and such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state laws.