UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










FORM 10-Q/A

(Amendment
No. 1)










(Mark One)



| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31,
2020



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from 
to



001-33357

(Commission file number)










PROTALIX
BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified
in its charter)










|Delaware                                                                     | 65-0643773                                  
|---------------------------------------------------------------------------- | --------------------------------------------
|(State or other jurisdiction
        of incorporation or organization)       | (I.R.S. Employer
        Identification No.)
|                                                                             |                                             
|2 Snunit Street
        Science Park
        POB 455
        Carmiel, Israel | 2161401                                     
|(Address of principal executive offices)                                     | (Zip Code)                                  



+972-4-988-9488

(Registrant’s telephone number,
including area code)



N/A(Former name, former address and former fiscal year, if changed since last report)



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



|Title
        of each class    | Trading
        Symbol(s) | Name
        of each exchange on which registered
|------------------------------ | ------------------------- | -------------------------------------------------
|Common stock, $0.001 par value | PLX                       | NYSE American                                    



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.  Yes  x  No   ̈



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes x  No   ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:



|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  | x
|----------------------- |  | - |  | ------------------------- |  | -
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x
|                        |  |   |  | 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. 		 ̈



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   ̈  No  x



On May 24, 2020, approximately 32,442,636
shares of the Registrant’s common stock, $0.001 par value, were outstanding.
















EXPLANATORY NOTE



Protalix BioTherapeutics, Inc. (the “Company”)
is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on June
1, 2020 (the “Original Form 10-Q”), solely to add this Explanatory Note, which was inadvertently omitted from the Original
Form 10-Q, to disclose that the Company had filed the Original Form 10-Q after the May 11, 2020 deadline applicable to the Company
for the filing in reliance on the 45-day extension provided by an order issued by the SEC under Section 36 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) Granting Exemptions from Specified Provisions of the Exchange Act and
Certain Rules Thereunder, dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order under Section
36 of the Exchange Act Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, dated March
25, 2020 (Release No. 34-88465) (collectively, the “Order”).



On May 11, 2020, the Company filed a Current
Report on Form 8-K (the “Form 8-K”) to indicate its intention to rely on the Order for such extension. Specifically,
the Company disclosed that in accordance with local Israeli directives issued in response to the COVID-19 pandemic, the Company
had restructured its work day within its facilities to consist of two shifts thereby reducing the number of employees present in
the facilities at any given time and facilitating their ability to practice social distancing. Such efforts have resulted in minor
delays in the performance of certain administrative activities outside of the Company’s clinical programs. In particular,
restrictions relating to the COVID-19 pandemic have limited access to the Company’s corporate offices and required its financial
and accounting staff to primarily work remotely. The restrictions have resulted in limited access to the Company’s financial
records and data and disrupted interactions among the personnel involved in the completion of the Company’s quarterly report,
hindering the Company’s ability to gather and vet financial information and slowing the Company’s completion of its
quarterly financial review and the preparation of the Form 10-Q. Therefore, the Company required additional time to prepare and
finalize the Original Form 10-Q due to circumstances related to COVID-19 and was unable to file the Original Form 10-Q prior to
the due date. The Company filed the Original Form 10-Q on June 1, 2020 (which was within the permitted timeframe of the Order).



In addition, as required by Rule 12b-15
under the Exchange Act, the Company is including in this Amendment certifications from its principal executive officer and principal
financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this Amendment. Because no
financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect
to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including
the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.



Except as described above, this Amendment
does not amend, modify or update the information in, or exhibits to, the Original Form 10-Q. Furthermore, this Amendment does not
change any previously reported financial results nor does it reflect events occurring after the filing of the Original Form 10-Q.
This Amendment should be read in conjunction with the Original Form 10-Q and with the Company’s other filings made with the
SEC subsequent to the filing of the Original Form 10-Q.











PART II – OTHER INFORMATION



Item 6. Exhibits



|                       |                                                                                                                                          | Incorporated
        by Reference |                    
|---------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | -------------------
|Exhibit
        Number | Exhibit Description                                                                                                                      | Form                              | File
        Number
|31.1                   | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |                                   |                    
|31.2                   | Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |                                   |                    













SIGNATURES



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





|                   |     | PROTALIX BIOTHERAPEUTICS, INC.                                                                                                                            
|------------------ | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |     | (Registrant)                                                                                                                                              
|Date: June 1, 2020 | By: | /s/ Dror Bashan                                                                                                                                           
|                   |     | Dror Bashan
        President and Chief Executive Officer
        (Principal Executive Officer)                                                           
|                   |     |                                                                                                                                                           
|Date: June 1, 2020 | By: | /s/ Eyal Rubin                                                                                                                                            
|                   |     | Eyal Rubin
        Senior Vice President and Chief Financial Officer, Treasurer
        and Secretary
        (Principal Financial and Accounting Officer)
|                   |     |