As filed with the Securities and Exchange Commission on October 25, 2007




Registration No. 333- 





















UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


















FORM S-3


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


















Protalix BioTherapeutics, Inc.


(Exact name of registrant as specified in its Charter)






























Florida


65-0643773


(State or other jurisdiction


 of incorporation or organization)


(I.R.S. Employer


 Identification Number)








2 Snunit Street


Science Park


POB 455


Carmiel, Israel 20100


972-4-988-9488


(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


















CT Corporation System


 111 Eighth Avenue


 New York, NY 10011


 Tel: (212) 894-8400


(Name, address, including zip code, and telephone number, including area code, of agent for service)


















With a Copy to:




James R. Tanenbaum, Esq.


Morrison & Foerster LLP


1290 Avenue of the Americas


New York, New York 10104


(212) 468-8000


















Approximate date of commencement of proposed sale to the public:


From time to time after the effective date of this Registration Statement.




If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]



If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ]



If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X]    333-144801




If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]



If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]



If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]



CALCULATION OF REGISTRATION FEE




























Title of each class of


 securities to be registered


Amount to be


registered


Proposed maximum


aggregate offering price (1)


Amount of


 registration fee (2)


Common stock, par value $0.001 per share (3)


7,773,292 shares



$
38,866,460




$
1,193.20






















(1)
Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended, based on the maximum aggregate offering price.




(2)
The registrant previously registered an aggregate of 5,714,286 shares of common stock on the Registration Statement on Form S-3 (File No. 333-144801) with an estimated maximum aggregate offering price equal to $200,000,000, for which a filing fee of $6,140 was previously paid. The maximum aggregate offering price of the shares registered under such registration statement and to be registered under this registration statement do not exceed, when combined, $200,000,000; therefore, no additional registration fee is due.




(3)
For sale by Protalix BioTherapeutics, Inc.




This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.





































EXPLANATORY NOTE




We are filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-3 (File No. 333-144801), originally filed by us on July 24, 2007, as amended, and this registration statement is being filed for the sole purpose of increasing the amount of shares of common stock to be registered for sale by the Company.




The Commission declared the Registration Statement on Form S-3 (File No. 333-144801) effective on September 26, 2007. The contents of such registration statement, as amended on September 24, 2007, are incorporated by reference into this registration statement pursuant to Rule 462(b) under the Securities Act.



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PART II




INFORMATION NOT REQUIRED IN PROSPECTUS




Item 16. Exhibits.



















Exhibit Number


Exhibit Description


Method of Filing


5.1


Opinion of Morrison & Foerster LLP, New York, New York as to the legality of the securities being registered


Filed herewith


23.1


Consent of Morrison & Foerster LLP, New York, New York (included in Exhibit 5.1)


Filed herewith


23.2


Consent of Kesselman & Kesselman, Certified Public Accountant (Isr.), a member of PricewaterhouseCoopers International Limited, independent registered public accounting firm for the Registrant


Filed herewith


24.1


Power of Attorney (included on signature page)


Filed herewith







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SIGNATURES




Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tel Aviv, State of Israel, on the 24th day of October, 2007.







PROTALIX BIOTHERAPEUTICS, INC.












By: 
/s/ David Aviezer                


David Aviezer, Ph.D.




Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Registration Statement below on behalf of the Registrant.











Signature

Title

Date





/s/ David Aviezer          

President, Chief Executive Officer (Principal Executive Officer) and Director

October 24, 2007





David Aviezer, Ph.D.





/s/ Yossi Maimon        

Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)

October 24, 2007





Yossi Maimon





/s/ *     

Executive VP, Research and Development and Director

October 24, 2007





Yoseph Shaaltiel, Ph.D.





/s/ *     

Chairman of the Board

October 24, 2007





Eli Hurvitz





/s/ *     

Director

October 24, 2007





Phillip Frost, M.D.





/s/ *     

Director

October 24, 2007





Amos Bar-Shalev





/s/ *     

Director

October 24, 2007





Zeev Bronfeld





/s/ *     

Director

October 24, 2007





Yodfat Harel Gross





/s/ *     

Director

October 24, 2007





Jane H. Hsiao, Ph.D.





/s/ *     

Director

October 24, 2007





Eyal Sheratzky





/s/ *     

Director

October 24, 2007





Sharon Toussia-Cohen











* By: 
/s/ David Aviezer                    


David Aviezer, Ph.D.



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INDEX TO EXHIBITS



















Exhibit


 Number


Exhibit Description


Method of Filing


5.1


Opinion of Morrison & Foerster LLP, New York, New York as to the legality of the securities being registered


Filed herewith


23.1


Consent of Morrison & Foerster LLP, New York, New York (included in Exhibit 5.1)


Filed herewith


23.2


Consent of Kesselman & Kesselman, Certified Public Accountant (Isr.), a member of PricewaterhouseCoopers International Limited, independent registered public accounting firm for the Registrant


Filed herewith


24.1


Power of Attorney (included on signature page)


Filed herewith







II-3