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): October 24, 2007


Protalix BioTherapeutics, Inc.


(Exact name of registrant as specified in its charter)
















Florida


000-27836


65-0643773


(State or other jurisdiction


 of incorporation)


(Commission


 File Number)


(IRS Employer


 Identification No.)





2 Snunit Street


Science Park


POB 455


Carmiel, Israel 20100


(Address of principal executive offices) (Zip Code)
















(Former Name or Former Address, if Changed Since Last Report)


Registrant’s telephone number, including area code: +972-4-988-9488


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 communications 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))


































Item 8.01.    Other Events


On October 24, 2007, the Company issued a press release announcing the pricing of an underwritten public offering of 10,000,000 shares of Common Stock at a public offering price of $5.00 per share. The press release is attached hereto as Exhibit 99.1.


Item 9.01.    Financial Statements and Exhibits


(d)    Exhibits

















99
.1



Press release dated October 24, 2007.




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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.
















 


PROTALIX BIOTHERAPEUTICS, INC.


Date: October 25, 2007


By:


/s/ Yossi Maimon


 


Name:     


Yossi Maimon


 


Title:


Vice President and


 Chief Financial Officer




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