UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










FORM 10-Q



(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 September 30, 2015



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)










|Florida                                                                      | __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 | 20100                                       
|(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)



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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).

Yes x      No  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer”
and “accelerated filer” in Rule 12b-2 of the Exchange Act.  (check one):





|Large accelerated filer |  ̈ |                                               | Accelerated
filer         | x
|----------------------- | - | --------------------------------------------- | ------------------------- | -
|Non-accelerated filer   |  ̈ | (Do not check if a smaller reporting company) | Smaller
reporting company |  ̈



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 November 1, 2015, approximately
99,800,397 shares of the Registrant’s common stock, $0.001 par value, were outstanding.

































Explanatory Note



Protalix BioTherapeutics, Inc. filed its
Quarterly Report on Form 10-Q for the period ended September 30, 2015, or the Original Filing, on November 9, 2015. We are filing
this Amendment No. 1 on Form 10-Q/A to note on the Exhibit Index that confidential treatment has been requested for portions of
Exhibit 10.1 and to file a revised exhibit. In addition, we are including new certifications of our chief executive officer and
chief financial officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. We are not including certifications pursuant
to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.1350) as no financial statements are being filed
with this Amendment No. 1 on Form 10-Q/A.



This Amendment No. 1 on Form 10-Q/A does
not reflect subsequent events occurring after the filing date of the Original Filing or modify or update any disclosures made
in the Original Filing, except as described above.









Item 6. Exhibits



|                       |  |                                                                                                                                        |  | Incorporated
        by Reference |  |                    
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | -------------------
|Exhibit
        Number |  | Exhibit Description                                                                                                                    |  | Form                              |  | File
        Number
|3.1                    |  | Amended and Restated Articles of Incorporation of the Company                                                                          |  | S-4                               |  | 333-48677          
|3.2                    |  | Article of Amendment to Articles of Incorporation dated June
        9, 2006                                                           |  | 8-A                               |  | 001-33357          
|3.3                    |  | Article of Amendment to Articles of Incorporation dated December
        13, 2006                                                      |  | 8-A                               |  | 001-33357          
|3.4                    |  | Article of Amendment to Articles of Incorporation dated December
        26, 2006                                                      |  | 8-A                               |  | 001-33357          
|3.5                    |  | Article of Amendment to Articles of Incorporation dated February
        26, 2007                                                      |  | 8-A                               |  | 001-33357          
|3.6                    |  | Article of Amendment to Articles of Incorporation dated December
        17, 2014                                                      |  | 10-K                              |  | 001-33357          
|3.7                    |  | Amended and Restated Bylaws of the Company                                                                                             |  | 10-K                              |  | 001-33357          
|10.1†                  |  | Amended and Restated Exclusive License and Supply Agreement dated as of October 12, 2015 between Protalix
    Ltd.     and Pfizer Inc. |  |                                   |  |                    





2







|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 |  |  |  |           |  |      |  |                  |  | X
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | --------- |  | ---- |  | ---------------- |  | -
|     |  |                                                                                                                                          |  |  |  |           |  |      |  |                  |  |  
|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 |  |  |  |           |  |      |  |                  |  | X
|     |  |                                                                                                                                          |  |  |  |           |  |      |  |                  |  |  
|32.1 |  | 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Certification of Chief Executive Officer   |  |  |  | 001-33357 |  | 32.1 |  | November 9, 2015 |  |  
|     |  |                                                                                                                                          |  |  |  |           |  |      |  |                  |  |  
|32.2 |  | 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Certification of Chief Financial Officer   |  |  |  | 001-33357 |  | 32.2 |  | November 9, 2015 |  |  












† Portions of this exhibit were omitted
and have been filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Registrant’s
application requesting confidential treatment under Rule 24b-2 of the Exchange Act.









3







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: December 11, 2015 | By: | /s/ Moshe Manor                                                                                                           
|                        |     | Moshe Manor
        President and Chief Executive Officer
        (Principal Executive Officer)                           
|                        |     |                                                                                                                           
|Date: December 11, 2015 | By: | /s/ Yossi Maimon                                                                                                          
|                        |     | Yossi Maimon
        Chief Financial Officer, Treasurer and Secretary
        (Principal Financial and Accounting Officer)
|                        |     |                                                                                                                           





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