PROTALIX BIOTHERAPEUTICS, INC. (PLX)

[Spideyboy]

I was wondering if anyone with better understanding of financial instruments could clarify a bit on this older piece of news from July 25th 2017.

http://phx.corporate-ir.net/phoenix.zhtml?c=101161&p=irol-newsArticle&ID=2288704

Protalix BioTherapeutics Completes Private Note Exchange of $9 million Notes Maturing September 2018 for $8.55 million Notes Maturing February 2022. Concurrently the Company Completes Private Placement of $10 Million Convertible Notes.

CARMIEL, Israel, July 25, 2017 (GLOBE NEWSWIRE) -- Protalix BioTherapeutics, Inc. (NYSE MKT:PLX) (TASE:PLX) (“Protalix” or the “Company”) announced today the entry into a definitive exchange agreement relating to an exchange (the “Exchange”) of $9 million aggregate principal amount of the Company’s outstanding 4.50% Senior Convertible Notes due 2018 (the “Existing Notes”) for $8.55 million aggregate principal amount of newly issued 4.50% Senior Convertible Notes due 2022 (the “4.50% Notes”). The Exchange will be made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Concurrently, the Company announced today the entry into a definitive note purchase agreement relating to the purchase by certain institutional purchasers in a private placement (the “Private Placement”) of $10 million aggregate principal amount of the Company’s 7.50% Senior Secured Convertible Notes due 2021 (the “7.50% Notes” and, together with the 4.50% Notes, the “Notes”). The Exchange and Private Placement closed today.

The initial conversion rate for the both the 4.50% and 7.50% Notes will be 1,176 shares of common stock per $1,000 principal amount of 4.50% Notes, which is equivalent to an initial conversion price of approximately $0.85 per share of common stock, and is subject to adjustment in certain circumstances. The initial conversion price of the 4.50% Notes represents a premium of approximately 10%, relative to the closing price of the Company’s common stock on the NYSE American of $0.77 per share on July 24, 2017.

Going through the news it is in financial jargon from my standpoint.

1. In the first paragraph, I don't understand if there is a 9 million dollars of convertible notes, or there is 8.55 million of convertible notes, or both, or if the 9 million dollar notes were exhchange for 8.55 million dollar notes??

2. In the second paragraph, what I understand is that when the notes mature, it has already been fixed that 1,000 dollars worth of the notes will convert to 1,176 shares of common stock.

3. And also given that the maturation of dollars to common stock seems fixed, how does the difference of 4.5% Senior Convertible Notes, compare to 7.5% Senior Secured Convertible Notes,

4. what relevance do these percentages have?



Meanwhile on the latest company presentation document from this September. Among other things, the Financial Overview slide states:

$5.9M convertible note due by September 2018, $61.9M convertible note due by November 2021 and $5M in Feb. 2022

I'm not sure how these numbers in the presentation feed into the news release numbers and vice-versa.

Thanks for any help in understand what this means.

Best,
Spidey