CollPlant to Acquire LightSolver in Move into Photonic AI Computing

CollPlant Biotechnologies Ltd. (Nasdaq: CLGN) announced that it has signed a definitive agreement to acquire LightSolver Ltd. ("LightSolver"), an Israeli deep-tech company pioneering a fundamentally new computing architecture based on lasers. The acquisition is expected to close this week.

CollPlant is acquiring LightSolver utilising an equity-centric consideration structure comprising upfront closing shares, alongside pre-funded warrants and milestone-based warrants directly tied to LightSolver meeting specific technological and commercial objectives.

LightSolver has developed the Laser Processing Unit™ (LPU™), an all-optical working computing platform that uses the physical interaction of lasers to perform computation. Rather than relying exclusively on electronic transistors to execute mathematical operations and move data between processing and memory, the LPU™ maps mathematical problems onto an optical system in which large numbers of variables can interact simultaneously.

By using light itself as the computational medium, the LPU™ is designed to perform massively parallel computation with exceptional speed and energy efficiency.

LightSolver's quantum-inspired architecture captures certain advantages of physical, highly parallel computation in a room-temperature platform while avoiding many of the practical constraints associated with quantum computing.

Targeting the Most Demanding Computational Problems

LightSolver is targeting some of the world's most computationally demanding problems, using its LPU™ to accelerate large-scale linear systems, optimisation, and PDEs-the mathematics powering everything from robotics and Physical AI, weather prediction, to plasma physics, chip design, new materials and drug discovery, and real-time mission-critical decision-making.

From Technology Validation to Commercial Deployment

LightSolver has moved beyond fundamental research into real-world validation with leading global organisations.

Boeing: LightSolver recently announced a strategic financial and engineering partnership with Boeing (NYSE: BA). This funded engagement focuses on developing and adapting LightSolver's LPU™ technology to accelerate complex physics-based aerospace simulations. Specifically, the collaboration targets degradation-driven structural effects that govern asset lifespan and maintenance planning, addressing multi-trillion-dollar lifecycle challenges by executing simulations orders of magnitude faster than traditional GPU clusters.

World-leading SW Engineering tools: LightSolver is working with some of the world's leading engineering software and technology companies to bring its photonic computing technology to mission-critical simulation workloads, including advanced mechanical design, structural analysis, fluid dynamics and multiphysics simulation. These collaborations are aimed at demonstrating a new level of speed and efficiency for computationally intensive engineering and Physical AI applications.

Design Partners: Major aerospace and defence sector entities are utilising the company's platform to solve heavy computational optimisation and simulation problems.

These partnerships demonstrate the wide-ranging, high-impact commercial viability of LightSolver's technology across mission-critical sectors as it approaches full market integration.

Executive Commentary

"We are excited to announce this transformational acquisition of LightSolver, which opens an extraordinary new growth vector for CollPlant in the high-performance photonic computing and supercomputing space," said Yehiel Tal, Chairperson and Chief Executive Officer of CollPlant. "While entering the photonics market, CollPlant remains fully committed to regenerative medicine and medical aesthetics. To this end, we are actively pursuing strategic collaborations with global leaders interested in advancing, integrating, or otherwise leveraging our technology and capabilities," Mr. Tal added.

Dr Ruti Ben Shlomi, Founder and Chief Executive Officer of LightSolver, commented, "Computing is reaching an inflexion point. We believe the next great leap will come not from making transistors smaller, but from changing the very medium of computing - from electrons to light - unlocking a new era of speed and energy efficiency.

We have turned that idea from fundamental physics into a working machine. As we move toward commercial availability, our ambition is for the LPU to become a new computing layer alongside CPUs and GPUs - compressing computational workloads that can take minutes, hours or even weeks into milliseconds of LPU computation." Dr Ben Shlomi added.

Eran Rotem, Deputy CEO and Chief Financial Officer of CollPlant, stated, "This transaction marks CollPlant's entry into a market with massive growth potential, executed through a highly disciplined approach to capital allocation. Our goal is to support the continued development and commercialisation of LightSolver's technology while creating a new strategic growth opportunity for CollPlant."

Highlights of Key Transaction Terms

In consideration for the acquisition of LightSolver, at or around closing, CollPlant has agreed to issue upfront ordinary shares, pre-funded warrants, milestone warrants and rollover options of CollPlant as follows:

Upfront Consideration: 3,734,476 newly issued ordinary shares of CollPlant, representing 19.7% of CollPlant's issued and outstanding share capital before execution of the definitive agreement.

Warrants & Milestones: Pre-funded warrants to purchase an aggregate of 6,134,363 ordinary shares of CollPlant, alongside three tranches of milestone-based warrants to purchase an aggregate of 224,078,345 ordinary shares of CollPlant, which are exercisable into CollPlant's ordinary shares upon LightSolver's achievement of specified technological and commercial milestones, with a purchase price of $0.00001 per ordinary share.

Rollover Options: Certain holders of LightSolver's options will be issued options of CollPlant to purchase an aggregate of 2,261,966 ordinary shares of CollPlant. 

Issuances of the ordinary shares of CollPlant underlying pre-funded warrants, milestone warrants and the rollover options in excess of an equity blocker designed to comply with Nasdaq Listing Rule 5635 are subject to shareholder approval.

H.C. Wainwright & Co. acted as financial advisor to CollPlant in connection with the transaction.

Rodman & Renshaw, LLC acted as financial advisor to LightSolver in connection with the transaction.

Additional details about the transaction are available in the Company's Report on Form 6-K, which has been filed with the Securities and Exchange Commission.