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 7, 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 21000

 

 

(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))



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Item 8.01.  Other Events

On October 7, 2007, Protalix BioTherapeutics, Inc. (the “Company”) issued a press release announcing that it had commenced a proposed underwritten public offering of its common stock pursuant to a preliminary prospectus supplement to its effective shelf registration statement.  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 7, 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 8, 2007

By:

/s/ David Aviezer                      

 

Name:

David Aviezer, Ph.D.

 

Title:

President and

 

 

Chief Executive Officer



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