Form 8-K Protalix BioTherapeutics For: Jun 25

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 25, 2026

Protalix BioTherapeutics, Inc.

(Exact name of registrant as specified in its charter)

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 Registrant’s telephone number, including area code 201-696-9345

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

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Protalix Biotherapeutics, Inc. (the “Company”) convened its 2026 Annual Meeting of Stockholders (the “Meeting”) at 8:00 A.M. EDT on June 25, 2026 at the offices of LifeSci Advisors, Azrieli Center Round Tower, Derech Menachem Begin 132, 11th Floor, Tel Aviv 6701203, Israel. The Company’s stockholders: (1) elected the eight persons nominated by the Company’s Board of Directors to serve as directors of the Company; (2) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (3) approved an Amended and Restated Protalix BioTherapeutics, Inc. 2006 Stock Incentive Plan (the “Plan”), to increase the number of shares of common stock available under the Plan from 17,475,171 shares to 20,975,171 shares and to amend certain other terms of the Plan; and and (4) ratified the appointment of Kesselman & Kesselman, Certified Public Accountant (Isr.), a Member of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Set forth below, with respect to each proposal adopted at the Meeting, are the number of votes cast for or against or withheld, as applicable, the number of abstentions and the number of broker non-votes.

(1)Election of Directors

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(2)Approval, on a non-binding, advisory basis, the compensation of the Company’s named executive officers

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(3)Approval of the Plan to increase the number of shares of common stock available under the Plan from 17,475,171 shares to 20,975,171 shares and to amend certain other terms of the Plan

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(4)Ratification of the appointment of Kesselman & Kesselman, Certified Public Accountant (Isr.), a Member of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2026. A majority of the shares present in person or represented by proxy at the meeting and entitled to vote voted affirmatively in favor of the proposal. The number of votes cast with respect to this matter was as follows:

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Item 9.01Financial Statements and Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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