Protalix says Delaware stockholder class action over bylaws is dismissed, $160,000 in counsel fees

Protalix BioTherapeutics, Inc. (NYSE American: PLX) reported on August 1, 2025 that a Delaware stockholder class action against it and its board had been dismissed as to the plaintiff. The company reported the outcome in a Form 8-K filed August 1, 2025 under Item 8.01. The case is captioned Thomas v. Bashan, et al., and the defendants are Protalix and the members of its Board of Directors. The caption names an individual surnamed Bashan. The 8-K does not give his first name or list the other directors.

The company agreed to pay $160,000 in fees and expenses to the plaintiff's counsel. The 8-K says the court has not passed on the amount of those fees.

What the complaint alleged

Plaintiff Kevin Mathew Thomas filed a Verified Stockholder Class Action Complaint in the Court of Chancery of the State of Delaware on March 10, 2025. The case number is C.A. No. 2025-0259-PAF. The complaint alleged that certain provisions in the company's Amended and Restated Bylaws, adopted on December 27, 2024, violated 8 Del. C. Sections 141(k) and 228(a). A stockholder class action is a lawsuit brought by one stockholder on behalf of others. These are the plaintiff's allegations, not findings by a court.

The company's response

Protalix and its board deny completely all of the allegations of wrongdoing in the complaint, according to the 8-K. On May 8, 2025, the board amended the bylaws. Because of that amendment, the plaintiff agreed that his claims were moot, meaning there was no longer a live dispute for the court to decide.

On July 23, 2025, the court entered a Stipulation and Order providing that the action would be dismissed with prejudice only as to the plaintiff, and that the case would be closed. The 8-K ties the fee payment to the plaintiff's agreement that his claims were moot, and it repeats that the company and board deny the allegations.

Counsel

The 8-K names Fields Kupka & Shukurov LLP as plaintiff's counsel, with Christopher J. Kupka as the attention contact. It names Mayer Brown LLP as defendants' counsel, with Henninger S. Bullock as the attention contact.

What the company does

Protalix's annual report on Form 10-K describes the company as a biopharmaceutical business that makes recombinant therapeutic proteins with its ProCellEx plant cell-based protein expression system. The report says the company is the first and only company to gain FDA approval of a protein produced through plant cell-based expression in suspension.

Its two commercial products are enzyme replacement therapies. Elfabrio treats adults with a confirmed diagnosis of Fabry disease. Elelyso treats adults with Gaucher disease, and the company has licensed its commercial rights worldwide, other than Brazil, to Pfizer. In Brazil the rights went to Fundação Oswaldo Cruz, known as Fiocruz, under a supply and technology transfer agreement signed in 2013. The annual report says the company generated $12.6 million from Elelyso sales to Pfizer in 2024.

The annual report's risk factors also cover the company's reliance on Fiocruz meeting its purchase obligations under that agreement, a point that bears directly on the company's revenue.

What the 8-K leaves open

The case ended with a fee payment and a bylaw change. The 8-K does not say what the May 8, 2025 amendment changed, and it reports no ruling on whether the original bylaw provisions violated Sections 141(k) or 228(a). The dismissal is with prejudice only as to the plaintiff, and the court has not passed on the amount of fees and expenses.

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