What changed in this filing

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Item 9A. Controls and Procedures

2021-09-13 compared with 2020-09-10 · 968 added, 1150 removed, 134 unchanged (94% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision

of our CEO and Chief Financial Officer, or CFO (our principal executive officer and principal financial officer, respectively),

of Disclosure Controls and Procedures

conducted an evaluation under the supervision of our CEO and CFO (our principal executive officer and principal financial officer, respectively),

regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

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were effective as of June 30, 2021.

Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting has been designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles generally accepted in the United States of America.

Our internal control over financial reporting

includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with accounting principles generally accepted in the United States of America,

and that receipts and expenditures are being made only in accordance with authorization of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on our financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness

of our internal control over financial reporting on June 30, 2020.

In making this assessment, management used the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework, or COSO, in Internal Control—Integrated

Based on that assessment under those criteria, management has determined that, as of June 30, 2020, our internal

control over financial reporting was effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal

control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during

the fourth quarter of fiscal year 2020 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Annual Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting has

been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with U.S.

Our internal control over

financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with U.S.

GAAP, and that receipts and expenditures are being made only in

accordance with authorization of our management and directors;

and provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

assessed the effectiveness of our internal control over financial reporting on June 30, 2021.

In making this assessment, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework in Internal Control—Integrated

Based on that assessment under those criteria, management has determined that, as of June 30, 2021, our internal control

over financial reporting was effective.

in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the fourth quarter of Fiscal Year 2021 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information.

Executive Employment Agreements

and Restated Employment Agreement of Yaky Yanay

September 10, 2020, the Company entered into an amended and restated employment agreement with Mr.

Yanay, our CEO and

President, which supersedes his existing employment agreement.

Pursuant to the agreement, we have agreed to pay Mr.

monthly salary of 80,000 NIS, increasing to 99,000 NIS commencing on January 1, 2021.

Pursuant to the agreement, we have also

agreed to provide Mr.

Yanay with a company car, cellular phone reimbursement and reimbursement for certain other

In the event of termination of Mr.

Yanay’s employment, he will be entitled to a payment equal to a

month’s compensation for each twelve-month period of employment or otherwise providing services to the Company, and an

additional adjustment fee that equals the monthly salary amount multiplied by 6, plus the number of years the employment

agreement remains in force from September 12, 2018, but in any event no more than a 9 months’

adjustment period in the

aggregate, as well as a notice period of 6 months.

Yanay is also entitled

to an acceleration of the vesting of any unvested awards in the following circumstances:

(1) if we terminate his employment, he

will be entitled to acceleration of 100% of any unvested award and (2) if he resigns, he will be entitled to acceleration of 50%

of any unvested awards .

Yanay will also

be entitled to a target bonus of up to seven times his monthly salary, subject to achievement of milestones and performance targets

that will be set by our Compensation Committee or by the Board.

In addition, he will be eligible for a bonus equal to 1.5% of

amounts received by us from strategic deals or up to the equivalent of three times his monthly salary at the discretion of the

Board for extraordinary performance or achievements.

In the event of a

change in control of the Company, Mr.

Yanay will be eligible for the immediate acceleration of his unvested awards, and, in the

event of a change of control of the Company and up to 12 months thereafter, in the event of a material adverse change to Mr.

Yanay’s

employment terms as a result of such change of control, or if Mr.

Yanay’s employment agreement is terminated as a result

of such change in control , a notice period of 6 months, as well as the adjustment fee that equals his monthly salary amount multiplied

by 6, plus the number of years the employment agreement remains in force from September 12, 2018, but in any event no more than

a 9 months’

adjustment period in the aggregate.

addition, Mr.

Yanay will be entitled to receive equity awards as awarded by our Board at its sole discretion.

and Restated Employment Agreement of Chen Franco-Yehuda

September 10, 2020, the Company entered into an employment agreement with Ms.

Franco-Yehuda, our CFO, Secretary and

Treasurer, which supersedes the existing employment agreement with Ms.

Franco-Yehuda.

Pursuant to the agreement, we have

agreed to pay Ms.

Franco-Yehuda a monthly salary of 42,000 NIS, increasing to 65,000 NIS commencing on January 1, 2021.

Pursuant to the agreement, we have also agreed to provide Ms.

Franco-Yehuda with a company car, or a fixed amount of NIS

4,000, cellular phone reimbursement and reimbursement for certain other expenses.

In the event of termination of Mrs.

Franco-Yehuda’s employment, she is entitled to a severance payment pursuant to Section 14 of the Israeli Severance Pay

Law, and in addition, she will be entitled to receive an adjustment fee that equals her monthly salary amount multiplied by

three, plus the number of years the employment agreement remains in force from June 30, 2020, but in any event no more than a

6 months’

adjustment period in the aggregate.

Franco-Yehuda is

also entitled to an acceleration of the vesting of any unvested awards in the following circumstances:

(1) if we terminate her

employment, she will be entitled to acceleration of 100% of any unvested award and (2) if she resigns, she will be entitled to

acceleration of 50% of any unvested awards.

Franco-Yehuda will also be entitled

to a target bonus of up to five and a half times her monthly salary, subject to milestones and performance targets that will be

set by our Compensation Committee.

In addition, she will be eligible for a bonus equal to 0.5% of amounts received by us from strategic

deals or up to the equivalent of three times her salary at the discretion of the Board for extraordinary performance or achievements.

In the event of a change in control of the Company, Mrs.

Franco-Yehuda

will be eligible for the immediate acceleration of her unvested awards, and, in the event of a change of control of the Company

and up to 12 months thereafter, in the event of a material adverse change to Mrs.

Franco-Yehuda’s employment terms

as a result of such change of control, or if Mrs.

Franco-Yehuda is terminated as a result of such change in control, a notice

period of 3 months, as well as the adjustment fee that equals her monthly salary amount multiplied by three, plus the number of

years the employment agreement remains in force from June 30, 2020, but in any event no more than a six months’

period in the aggregate.

In addition, Mrs.

Franco-Yehuda will be entitled to receive equity awards as awarded by our Board at its

sole discretion.

and Restated Consulting Agreement with Rose Hitech Ltd.

On September 10, 2020,

the Company entered into an amended and restated consulting agreement with Rose Hitech Ltd., pursuant to which we compensate Mr.

Aberman, our Executive Chairman, and which supersedes the existing consulting agreement with Rose Hitech Ltd.

Pursuant to the agreement,

we have agreed to pay Mr.

Aberman, or an entity he controls, a monthly fee of 149,500 NIS, decreasing to 142,250 NIS commencing

on January 1, 2021 and effective through the earlier of December 31, 2021 or the filing of a BLA.

Upon the expiration of the consulting

agreement, we intend to enter into a new consulting agreement with Mr.

Aberman or an entity which he controls.

In addition, we

have agreed to pay a special bonus of 1.5% of the sums actually received by us from strategic deals.

Pursuant to the agreement,

we have also agreed to provide Mr.

Aberman with a monthly car expenses reimbursement, cellular phone and reimbursement for certain

other expenses.

The agreement may be terminated by us or Mr.

Aberman with ninety days’

prior notice.

While the agreement

will be terminated on the earlier of December 31, 2021 or upon the filing of a BLA, we have agreed to pay Mr.

Aberman an adjustment

fee as provided above, but only during the period between January 1, 2021 and December 31, 2021, or in the event of a change of

control equal to nine months of consulting fees;

provided, however that such adjustment fees shall be paid in two installments

(i) 38,250 NIS on January 1, 2021, and 1,307,250 NIS on December 31, 2021.

Aberman will also be subject to standard

confidentiality, intellectual property assignment and non-compete provisions.

addition, Mr.

Aberman will be entitled to receive equity awards as awarded by our Board at its sole discretion.

Any awards issued

Aberman will be entitled to acceleration subject to the following terms:

(i) in the case of our termination of the agreement,

100% of any unvested award, (ii) in the case of the termination of the agreement by Mr.

Aberman, 50% of any unvested award, and

(iii) in the event of a change of control transaction (as defined in the agreement), 100% of any unvested awards.

In the event of a change in control of the Company, and up to

12 months thereafter, in the event of a material adverse change to Mr.

Aberman’s consulting terms as a result of such change

of control, or if the consulting agreement is terminated as a result of such change in control, an adjustment fee that equals his

monthly salary amount multiplied by nine, and a notice period of 90 days.

Equity Grants

Our Board approved a grant of 1,000,000

Yanay and 1,000,000 RSUs to Mr.

For each of Messrs.

Yanay and Aberman, 500,000 RSUs vest over four years as

12.5% shall vest on the 6 month anniversary of the date of grant and the remaining shares vest in 14 equal installments

every 3 months the thereafter.

The remaining 500,000 RSUs vest in full upon milestone achievement of increasing market capitalization

of our Common Stock on the Nasdaq Capital Market to $550 million within no more than 3 years from the date of grant.

Our Board also approved a grant of 100,000

Franco-Yehuda.

Such RSUs vest over four years as follows:

12.5% shall vest on the 6 month anniversary of the date

of grant and the remaining shares vest in 14 equal installments every 3 months thereafter.

Director Grants and Bonus

On September 10, 2020,

we agreed to issue a grant of 20,000 RSUs to each of our non-executive directors.

Each such RSU vests over four years as follows:

12.5% shall vest on the 6 month anniversary of the date of grant and the remaining shares vest in 14 equal installments every 3

months thereafter.

Amended and Restated Bylaws

On September 10, 2020, the Board approved

Amended and Restated Bylaws, or the Bylaws.

The Bylaws were revised as follows:

(i) Article I, Section 2 of the Bylaws provides

that a holder of a majority of the issued and outstanding equity securities of the Company may call a special meeting of stockholders,

(ii) Article II, Section 2 clarifies that each director shall serve his or her term until his or her successor is duly elected

or until his or her office has been declared vacant in the manner provided in Bylaws, (iii) Article II, Section 6 has been revised

to remove the ability of a Vice President to call a meeting of the Board, and (iv) Article VI, Section 7 includes a forum selection

clause that limits certain types of lawsuits that may be brought against the Company to Federal courts located in the State of

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

Our directors and executive officers, their

ages, positions currently held, and duration of such, are as follows:

Position Held With Company

Date First Elected or Appointed

Executive Chairman

June 23, 2019

Chief Executive Officer

February 4, 2014

February 5, 2015

June 23, 2019

Chen Franco-Yehuda

Chief Financial Officer, Treasurer and Secretary

March 14, 2019

directors and executive officers, their ages, positions currently held, and duration of such, are as follows:

Held With Company

First Elected or Appointed

Executive Officer

Franco-Yehuda

Financial Officer, Treasurer and Secretary

Maital Shemesh-Rasmussen

Doron Shorrer

October 2, 2003

Business Experience

The following is a brief account of the

education and business experience of each director and executive officer during at least the past five years, indicating each person’s

principal occupation during the period, and the name and principal business of the organization by which they were employed.

Aberman joined the Company in September

2005 and has served as our Executive Chairman since June 2019, as our Co-Chief Executive Officer from March 2017 until June 2019,

as our CEO from November 2005 until March 2017, and as President of the Company from September 2005 until February 2014.

the Company’s strategy towards cellular therapeutics.

Aberman’s vision to use the maternal section of the Placenta

(Decidua) as a source for cell therapy, combined with the Company’s 3D culturing technology, led to the development of our

following is a brief account of the education and business experience of each director and executive officer during at least the past

five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization

by which they were employed.

Aberman joined the Company in September 2005 and has served as our Executive Chairman since June 2019, as our Co-Chief Executive Officer

from March 2017 until June 2019, as our CEO from November 2005 until March 2017, and as President of the Company from September 2005

until February 2014.

He changed the Company’s strategy towards cellular therapeutics.

Aberman’s vision to use the maternal

section of the Placenta (Decidua) as a source for cell therapy, combined with the Company’s 3D culturing technology, led to the

development of our products.

Since November 2005, Mr.

Aberman has served as a director of the Company, and since April 2006, as Chairman of the Board,

or the Board.

Since October 2015, he has served as a Director of The Alliance for Regenerative Medicine.

He has 25 years of experience

in marketing and management in the high technology industry.

Aberman has held the CEO and Chairman positions of various companies

located in Israel, the United States, Europe, Japan and Korea.

Aberman has operated within high-tech

global companies in the fields of automatic optical inspection, network security, video over IP, software, chip design and robotics.

Aberman has served as a director of the Company, and since April 2006, as Chairman

of the Board.

He has 25 years of experience in marketing and management in the high technology industry.

Aberman has held the CEO

and Chairman positions of various companies located in Israel, the United States, Europe, Japan and Korea.

Aberman has operated within high-tech global companies in the fields of automatic optical inspection, network security, video over IP,

software, chip design and robotics.

He serves as the chairman of Rose Hitech Ltd., a private investment company.

He previously served as the chairman of VLScom Ltd.,

a private company specializing in video compression for HDTV and video over IP and as a director of Ori Software Ltd., a company

involved in data management.

He previously served

as the chairman of VLScom Ltd., a private company specializing in video compression for HDTV and video over IP and as a director of Ori

Software Ltd., a company involved in data management.

Prior to holding those positions, Mr.

Aberman served as the President and CEO of Elbit Vision System

Aberman served as the President and CEO of

Elbit Vision System Ltd.

(EVSNF.OB), a company engaged in automatic optical inspection.

Before joining the Company, Mr.

Aberman served as President

and CEO of Netect Ltd., a company specializing in the field of internet security software and was the co-founder, President and

CEO of Associative Computing Ltd., which developed an associative parallel processor for real-time video processing.

Aberman served

as President and CEO of Netect Ltd., a company specializing in the field of internet security software and was the co-founder, President

and CEO of Associative Computing Ltd., which developed an associative parallel processor for real-time video processing.

He also served

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Technologies Ltd.

Aberman was awarded the Rothschild

Prize for excellence in his field from the President of the State of Israel.

Aberman was awarded

the Rothschild Prize for excellence in his field from the President of the State of Israel.

Aberman holds a B.Sc.

in Mechanical Engineering

from Ben Gurion University in Israel.

We believe that Mr.

Aberman’s qualifications

to sit on our Board include his unique multidisciplinary innovative approach, years of experience in the financial markets in Israel

and globally, as well as his experience in serving as the CEO of publicly traded entities.

Yanay became a director of the Company

in February 2015.

He has served as our President from February 2014 and as our CEO from June 2019, previously serving as Co-CEO

from March 2017.

Yanay has served in variety of executive positions in Pluristem since 2006 including as our Chief Financial

Officer from November 2006 until February 2014 and from February 2015 until March 2017.

from Ben Gurion University, Israel.

believe that Mr.

Aberman’s qualifications to sit on our Board include his unique multidisciplinary innovative approach, years of

experience in the financial markets in Israel and globally, as well as his experience in serving as the CEO of publicly traded entities.

Yanay became a director of the Company in February 2015.

He has served as our President from February 2014 and as our CEO from June 2019,

previously serving as Co-CEO from March 2017.

Yanay has served in variety of executive positions in Pluristem since 2006 including

as our CFO from November 2006 until February 2014 and from February 2015 until March 2017.

He also served as our Chief Operating Officer

from February 2014 until March 2017.

From November 2006 to February 2014, he served as our Secretary and served as our Executive

Vice President from March 2013 until February 2014.

From November 2006 to February 2014, he served as our Secretary and served as our Executive Vice

President from March 2013 until February 2014.

From 2015 to 2018, Mr.

Yanay served as the Co-Chairman of Israel Advanced Technology

Industries (IATI), the largest umbrella organization representing Israel’s high tech and life science industries and since

August 2012 has continually served as a Director of IATI, representing Israel’s life sciences industry.

Prior to joining

the Company, Mr.

Yanay founded and served as Chairman of “The Israeli Life Science Forum”

and also served as the CFO

of Elbit Vision Systems Ltd., a public company.

In addition, from July 2010 to April 2018, he served on the board of directors

of Elbit Vision Systems Ltd.

Prior to these positions, Mr.

Yanay served as manager of audit groups of the technology sector at

Ernst & Young Israel.

Yanay holds a bachelor’s degree

with honors in business administration and accounting from the College of Management Academic Studies of Rishon LeZion and is a

Certified Public Accountant in Israel.

We believe that Mr.

Yanay’s qualifications

to sit on our Board include his years of experience in the medical technology industry, his vast skill and expertise in accounting

and economics, as well as his knowledge and familiarity with corporate finance.

Yanay served as the Co-Chairman of Israel Advanced Technology Industries

(IATI), the largest umbrella organization representing Israel’s high tech and life science industries and since August 2012 has

continually served as a Director of IATI, representing Israel’s life sciences industry.

Prior to joining the Company, Mr.

founded and served as Chairman of “The Israeli Life Science Forum” and also served as the CFO of Elbit Vision Systems Ltd.,

a public company.

In addition, from July 2010 to April 2018, he served on the Board of Directors of Elbit Vision Systems Ltd.

these positions, Mr.

Yanay served as manager of audit groups of the technology sector at Ernst & Young Israel.

Yanay holds a bachelor’s

degree with honors in business administration and accounting from the College of Management Academic Studies of Rishon LeZion, Israel,

and is a Certified Public Accountant in Israel.

believe that Mr.

Yanay’s qualifications to sit on our Board include his years of experience in the medical technology industry,

his vast skill and expertise in accounting and economics, as well as his knowledge and familiarity with corporate finance.

Franco-Yehuda

Franco-Yehuda was appointed as our Chief Financial Officer, or CFO, effective as of March 17, 2019.

Prior to being appointed as our CFO,

Franco-Yehuda served as the Company’s Head of Accounting and Financial Reporting since July 2016 and, prior to that, the Company’s

Controller since May 2013.

Before joining the Company, from October 2008 to April 2013, Ms.

Franco-Yehuda served as a manager of audit

groups relating to public and private companies in various industries at PricewaterhouseCoopers (PwC) and also as a lecturer of accounting

classes at the Open University of Israel from 2009 to 2014.

Franco-Yehuda holds a

bachelor’s degree in economics and accounting from Haifa University, Israel, and is a certified public accountant in Israel.

Birger became a director

of the Company in July 2021.

Doron Birger has been serving as the chairman of the board of directors of Sight Diagnostic Ltd.

June 2014, Nurami Medical Ltd.

since April 2016, Ultrasight Medical Imaging Ltd.

from June 2019, Intelicanna Ltd.

INTL) from April

2021 and Matricelf Ltd.

(TASE:MTLF ) from December 2020, and as a director of IceCure Medical Ltd.

ICCM) since August 2012, Vibrant

since December 2014, Hera Med Ltd.

HMD) since November 2019, Citrine Global (OTC:

CTGL) since March 2020, Kadimastem Ltd.

KDST) since December 2020 and Netiv Ha’or, a subsidiary of the Israel Electric Corporation Ltd., since March 2020 and as chairman

and director in a variety of non-profit organizations.

Prior to that, Mr.

Birger has served as member of the board of directors of MCS

Medical Compression Systems (DBN) Ltd.

(TASE:MDCL) from March 2015 to May 2018, Mekorot National Water Company Ltd.

from November 2015

to November 2018, and chairman of the board of directors of Insulin Medical Ltd.

INSL) from March 2016 to August 2017, IOPtima

from June 2012 to June 2019, MST Medical Surgical Technologies Ltd.

from August 2009 to June 2019, Highcon Ltd.

from November 2014

to January 2018, Magisto Ltd.

from September 2009 to July 2019, Real Imaging Ltd.

from November 2018 to April 2019 and Medigus Ltd.

MDGS) from May 2015 to September 2018.

Birger holds a BA and MA in economics from the Hebrew University, Israel.

believe that Mr.

Birger’s qualifications to sit on our Board include his extensive experience in the high-tech sector and life-science

industry, his experience serving as a director of public companies, his vast skill and expertise in accounting and economics as well

as his knowledge and familiarity with corporate finance.

Germain became a director of the Company in May 2007.

Between May 2007 and February 2009, Mr.

Germain served as Co-Chairman of our Board.

Germain has been a merchant banker serving primarily the biotech and life sciences industries for over five years.

He has been involved

as a founder, director, chairman of the board of, and/or investor in, over twenty companies in the biotech field and assisted many of

them in arranging corporate partnerships, acquiring technology, entering into mergers and acquisitions, and executing financings and

going public transactions.

He graduated from New York University School of Law in 1975, Order of the Coif, and was a partner in a New

York law firm practicing corporate and securities law before leaving in 1986.

Since then, and until he entered the biotech field in 1991,

he served in senior executive capacities, including as president of a public company that was sold in 1991.

In addition to being a director

of the Company, Mr.

Germain is a Managing Director at The ÆNTIB Group, a boutique merchant bank.

From June 2018 through September

30, 2019, Mr.

Germain also served as Vice Chairman of the board of BiondVax Pharmaceuticals Ltd., a company based in Israel engaging

in a Phase III clinical trials for a universal flu vaccine, and, effective September 30, 2019 has served as the chairman of the board

of BiondVax Pharmaceuticals Ltd.

Germain also serves or served as a director of the following companies that were reporting companies in the past:

ChromaDex Inc., Stem

Cell Innovations, Inc., Omnimmune Corp.

and Collexis Holdings, Inc.

He is also a co-founder and director of a number of private companies

in and outside the biotech field.

believe that Mr.

Germain’s qualifications to sit on our Board include his years of experience in the biotech industry, his experience

serving as a director of public companies, as well as his knowledge and familiarity with corporate finance.

Kwiat became a director

of the Company in May 2012.

Kwiat is Scientific and Clinical Researcher at AquaPass Medical, a medical device company that develops

a treatment for heart failure.

Between 2018 to 2021, she served as an analyst at aMoon, a leading Israeli life sciences venture fund.

Between 2016 to 2017, she was a consultant and analyst at Frost & Sullivan, producing equity research for public companies in the

healthcare domain.

Kwiat has a broad academic background and scientific experience in inter-disciplinary fields, with specific expertise

at the interface between biology and materials field.

She is the co-author of multiple scientific papers.

Kwiat holds a Ph.D.

specializing in nanotechnology and material sciences, M.Sc.

in Biotechnology, from Tel Aviv University, Israel.

believe that Dr.

Kwiat’s qualifications to sit on our Board include her knowledge and experience as a scientist and a researcher

in the fields of biotechnology and nanotechnology.

Levi became a director

of the Company in June 2021.

Levi is the Founder and President of Catalyst Group International, LLC where, since 2009, he has provided

consulting services relating to strategic planning to notable clients in the private and public sectors.

From 2004 to 2006, he served

as Senior Deputy General and Head of Marketing Administration at Israel’s Ministry of Tourism.

He holds an MA with Honors in Political

Science from The Hebrew University of Jerusalem, Israel.

believe that Mr.

Levi’s qualifications to sit on our Board include his experience in strategic planning, business development and

activities in the government sector.

Shalev became a director of the Company in July 2021.

Shalev, MD has been serving as a professor at the department of epidemiology

at the medical school of Tel Aviv University, Israel since 2019.

She has also been serving as a member of the board of directors of BATM

Advanced Communications Ltd.

since November 2018.

She is the Chief Medical Officer of Alike Ltd.

since May 2020.

Shalev established

the Department of Medical Informatics at Maccabi Health Care and was responsible for planning and developing its computerized medical

She has pioneered the development of multiple disease registries to support chronic disease management.

She has also served

as the director of primary care division at Maccabi Health Care from October 2013 to June 2015 and as the Chief Executive Officer of

the research and innovation center (KSM Institute and Maccabitech the epidemiological and clinical research arm of Israel’s Maccabi

Healthcare Services) at Maccabi Health Care from July 2015 to May 2020.

Shalev holds an MD from Ben Gurion University, Israel,

and an MPH in Public Health Administration from Clark University, Massachusetts and her Doctoral Fellowship in Medical Informatics from

Johns Hopkins University.

believe that Prof.

Shalev’s qualifications to sit on our Board include her experience working in clinical environments and research

settings at the intersection of health and technology.

Maital Shemesh-Rasmussen

Shemesh-Rasmussen became

a director of the Company in June 2021.

Shemesh-Rasmussen has served as the Chief Commercial Officer of Octave Bioscience, Inc.

February 2021.

Prior to this role, Ms.

Shemesh-Rasmussen served as the Global Head of Marketing at Roche Diagnostics Information Solutions

between 2018 and 2020.

Between 2016 and 2018, she worked at Fitango Health, Inc.

where she focused on marketing and business development.

Between 2013 and 2016, she led Product Marketing at the Oracle Health Sciences Global Business Unit, as well as Marketing and Business

Development in the Oracle Digital Health Innovation Unit.

Prior to these positions, Ms.

Shemesh-Rasmussen served as Vice President at

JPMorgan Chase Bank from 2002 until 2007.

Shemesh-Rasmussen holds a BA in Behavioral Sciences from Ben Gurion University, Israel.

We believe that Ms.

Shemesh-Rasmussen’s

qualifications to sit on our Board include her experience in marketing for pharmaceutical companies, science, business development and

investment banking.

Doron Shorrer

Shorrer became a director of the Company

in October 2003.

Shorrer was one of the Company’s founders and served as its first Chairman until 2006.

Since 1998, Mr.

Shorrer became a director

of the Company in October 2003.

Shorrer was one of the Company’s founders and served as its first Chairman until 2006.

Shorrer has served as the Chairman and CEO of Shorrer International Ltd., an investment and financial consulting company.

also serves as a director at each of Sigma Mutual Funds Ltd., Food Save Ltd.

Shorrer also serves as a director at each of Sigma Mutual Funds Ltd., Food Save Ltd.

Investments Ltd.

Shorrer has served as a director of

Provident Fund for employees of the Israel Electric Company Ltd.

and between 1999 and 2004 he was Chairman of the board of directors

of Phoenix Insurance Company, one of the largest insurance companies in Israel, and of Mivtachim Pension Funds Group, the largest

pension fund in Israel.

Shorrer has served as

a director of Provident Fund for employees of the Israel Electric Company Ltd.

and between 1999 and 2004 he was Chairman of the board

of directors of Phoenix Insurance Company, one of the largest insurance companies in Israel, and of Mivtachim Pension Funds Group, the

largest pension fund in Israel.

Prior to serving in these positions, Mr.

3 unchanged sentences

Markets for the State of Israel;

Member of the board of directors of “Nechasim”

of the State of Israel;

Member Committee

for the Examination of Structural Changes in the Capital Market (The Brodet Committee);

Member of the board of directors of “Nechasim” of the State of Israel;

Member Committee for

the Examination of Structural Changes in the Capital Market (The Brodet Committee);

General Director of the Ministry of Transport;

founder and managing partner of an accounting firm with offices in Jerusalem, Tel-Aviv and Haifa;

Member of the Lecture Staff of

the Hebrew University Business Administration School;

and managing partner of an accounting firm with offices in Jerusalem, Tel-Aviv and Haifa;

Member of the Lecture Staff of the Hebrew University

Business Administration School;

Chairman of Amal School Chain;

Chairman of a Public Committee for Telecommunications;

and Economic Consultant to the Ministry of Energy.

and Economic Consultant

to the Ministry of Energy.

In addition, Mr.

Shorrer served as a director of Hebrew University employees

and Massad Bank from the International Bank group from 2009 to 2018.

Among his many areas of expertise, Mr.

formulates, implements and administers business planning in the private and institutional sector, in addition to consulting on

economic, accounting and taxation issues to a diverse audience ranging from private concerns to government ministries.

Shorrer holds a B.A.

in Economics and

Accounting and an M.B.A.

in Business Administration (specialization in finance and banking) from the Hebrew University of Jerusalem

and is a Certified Public Accountant in Israel.

We believe that Mr.

Shorrer’s qualifications

to sit on our Board include his years of experience in the high-tech industry, his vast skill and expertise in accounting and economics,

as well as his knowledge and familiarity with corporate finance.

Braun became a director of the Company

in July 2005.

Braun is a business veteran with entrepreneurial, industrial and manufacturing experience.

He has co-founded

and served as a board member of several high-tech start-ups in the areas of e-commerce, security, messaging, search engines and

biotechnology.

Braun is involved with advising private companies in the areas of capital raising and business development.

We believe that Mr.

Braun’s qualifications to sit on our

Board include his years of experience in the high-tech industry, as well as his knowledge and familiarity with corporate finance.

Germain became a director of the Company

Between May 2007 and February 2009, Mr.

Germain served as Co-Chairman of our Board.

Germain has been a merchant

banker serving primarily the biotech and life sciences industries for over five years.

He has been involved as a founder, director,

chairman of the board of, and/or investor in, over twenty companies in the biotech field and assisted many of them in arranging

corporate partnerships, acquiring technology, entering into mergers and acquisitions, and executing financings and going public

transactions.

He graduated from New York University School of Law in 1975, Order of the Coif, and was a partner in a New York law

firm practicing corporate and securities law before leaving in 1986.

Since then, and until he entered the biotech field in 1991,

he served in senior executive capacities, including as president of a public company that was sold in 1991.

In addition to being

a director of the Company, Mr.

Germain is a Managing Director at The ÆNTIB Group, a boutique merchant bank.

From June 2018

through September 2019, Mr.

Germain also served as Vice Chairman of the board of BiondVax Pharmaceuticals Ltd., a company based

in Israel engaging in a Phase III clinical trials for a universal flu vaccine, and, since September 2019 has served as the chairman

of the board of BiondVax Pharmaceuticals Ltd.

Germain also serves or served as a

director of the following companies that were reporting companies in the past:

ChromaDex Inc., Stem Cell Innovations, Inc., Omnimmune

and Collexis Holdings, Inc.

He is also a co-founder and director of a number of private companies in and outside the biotech

Shorrer served as a director of Hebrew University employees and Massad Bank from the International

Bank group from 2009 to 2018.

Among his many areas of expertise,

Shorrer formulates, implements and administers business planning in the private and institutional sector, in addition to consulting

on economic, accounting and taxation issues to a diverse audience ranging from private concerns to government ministries.

Shorrer holds a BA in

Economics and Accounting and an M.B.A.

in Business Administration (specialization in finance and banking) from the Hebrew University of

Jerusalem, Israel, and is a Certified Public Accountant in Israel.

We believe that Mr.

Germain’s qualifications

to sit on our Board include his years of experience in the biotech industry, his experience serving as a director of public companies,

as well as his knowledge and familiarity with corporate finance.

Kwiat became a director of the Company

Kwiat is an analyst at aMoon, a leading Israeli life sciences venture fund.

Previously she was a consultant and

analyst at Frost & Sullivan, producing equity research for public companies in the healthcare domain.

Kwiat has a broad

academic background and scientific experience in inter-disciplinary fields, with specific expertise in the interface between the

biology and materials fields.

She is the co-author of multiple scientific papers.

Kwiat holds a Post-Doctoral degree in nanotechnology

and material sciences, a Ph.D.

in Chemistry and a M.Sc.

in Biotechnology, from Tel Aviv University.

We believe that Dr.

Kwiat’s qualifications

to sit on our Board include her knowledge and experience as a scientist and a researcher in the fields of biotechnology and nanotechnology.

Chen Franco-Yehuda

Franco-Yehuda was appointed as our

CFO, effective as of March 17, 2019.

Prior to being appointed as our Chief Financial Officer, or CFO, Mrs.

Franco-Yehuda served

as the Company’s Head of Accounting and Financial Reporting since July 2016 and, prior to that, the Company’s Controller

since May 2013.

Before joining the Company, from October 2008 to April 2013, Mrs.

Franco-Yehuda served as a manager of audit groups

relating to public and private companies in various industries at PricewaterhouseCoopers (PwC) and also as a lecturer of accounting

classes at the Open University of Israel from 2009 to 2014.

Franco-Yehuda holds a bachelor’s

degree in economics and accounting from Haifa University, and is a certified public accountant in Israel.

There are no family relationships between

any of the directors or officers named above.

Audit Committee and Audit Committee Financial Expert

Until June 30, 2020 the members of our Audit

Committee were Doron Shorrer, Nachum Rosman and Israel Ben-Yoram.

As a result of the voting outcome from the 2020 Annual Meeting,

on June 30, 2020, each of Messrs.

Ben-Yoram and Rosman resigned as members of the Board effective immediately.

Ben-Yoram’s

and Rosman’s resignations as members of the Board also constituted their resignations as members of the Audit Committee.

Effective July 1, 2020, the Board appointed Ms.

Kwiat and Mr.

Braun to serve on the Audit Committee and determined that Mr.

qualifications to sit on our Board include his years of experience in the high-tech industry, his vast skill and expertise in accounting

and economics, as well as his knowledge and familiarity with corporate finance.

There are no family relationships between any of

the directors or officers named above.

Committee and Audit Committee Financial Expert

May 31, 2021, the members of our Audit Committee were Doron Shorrer, Isaac Braun and Moria Kwiat.

Braun was not re-nominated as

a director for the 2021 annual meeting of shareholders, held on June 1, 2021, or the 2021 Annual Meeting, and his membership on the Board

and Audit Committee terminated on June 1, 2021.

Effective June 3, 2021, the Board appointed Ms.

Shemesh -Rasmussen to serve on the Audit

Shorrer is the Chairman of the Audit Committee, and our Board has determined that all members of the Audit Committee are

“independent” as defined by the rules of the SEC and the Nasdaq rules and regulations.

The Board also determined that Mr.

Shorrer is an Audit Committee financial expert.

Doron Shorrer is the Chairman of the Audit Committee, and our Board has determined

that all members of the Audit Committee are “independent”

as defined by the rules of the SEC and the Nasdaq rules and

The Audit Committee operates under a written charter that is posted on our website at www.pluristem.com.

The information

on our website is not incorporated by reference into this Annual Report.

The primary responsibilities of our Audit Committee include:

● Appointing, compensating and retaining our registered

independent public accounting firm;

● Overseeing the work performed by any outside accounting

● Assisting the Board in fulfilling its responsibilities

by reviewing:

(i) the financial report provided by us to the SEC, our stockholders or to the general public, and (ii) our internal

financial and accounting controls;

● Recommending, establishing and monitoring procedures

designed to improve the quality and reliability of the disclosure of our financial condition and results of operations.

Our Audit Committee held seven meetings

from July 1, 2019 through June 30, 2020 (fiscal year 2020).

Compensation Committee

Until June 30, 2020 the members of our Compensation

Committee were Doron Shorrer, Nachum Rosman and Israel Ben-Yoram.

As a result of the voting outcome from the 2020 Annual Meeting,

on June 30, 2020, Messrs.

Israel Ben-Yoram and Rosman resigned as members of the Board, effective immediately.

Ben-Yoram’s

and Rosman’s resignations as members of the Board also constituted their resignations as members of the Compensation Committee.

Effective July 1, 2020, the Board appointed Mr.

Braun to serve on the Compensation Committee.

The Board has determined that all

of the members of the Compensation Committee are “independent”

as defined by the rules of the SEC and Nasdaq rules and

The Compensation Committee operates under a written charter that is posted on our website at www.pluristem.com.

information on our website is not incorporated by reference into this Annual Report.

The primary responsibilities of our Compensation

The Audit Committee operates under a written charter that is posted on our website at

www.pluristem.com.

The information on our website is not incorporated by reference into this Annual Report.

The primary responsibilities

of our Audit Committee include:

compensating and retaining our registered independent public accounting firm;

the work performed by any outside accounting firm;

the Board in fulfilling its responsibilities by reviewing:

(i) the financial report provided by us to the SEC, our shareholders or

to the general public, and (ii) our internal financial and accounting controls;

Recommending,

establishing and monitoring procedures designed to improve the quality and reliability of the disclosure of our financial condition

and results of operations.

Audit Committee held seven meetings from during Fiscal Year 2021.

May 31, 2021, the members of our Compensation Committee were Doron Shorrer and Isaac Braun.

Braun was not re-nominated as a director

for the 2021 Annual Meeting, and his membership on the Board and Compensation Committee terminated that day.

Effective June 3, 2021,

the Board appointed Ms.

Kwiat to serve on the Compensation Committee.

The Board has determined that all of the members of the Compensation

Committee are “independent” as defined by the rules of the SEC and Nasdaq rules and regulations.

The Compensation Committee

operates under a written charter that is posted on our website at www.pluristem.com.

The information on our website is not incorporated

by reference into this Annual Report.

The primary responsibilities of our Compensation Committee include:

and recommending to our Board of the annual base compensation, the annual incentive bonus, equity compensation, employment agreements

and any other benefits of our executive officers;

Administering

our equity based plans and making recommendations to our Board with respect to our incentive–compensation plans and equity–based

reviewing and making recommendations to our Board with respect to the compensation policy for such other officers as directed by

Compensation Committee held eight meetings during Fiscal Year 2021.

During Fiscal Year 2021 the Compensation Committee engaged Deloitte

Israel to review the Company’s existing compensation structure for its executive officers and non-executive directors.

included a benchmark analysis that evaluated the compensation that we pay our CEO, CFO, Executive Chairman and non-executive

directors in comparison to our peer group.

On September 10, 2020, our Board, upon recommendation from our Compensation Committee, approved

new compensation arrangements for our CEO, CFO and Executive Chairman as well as an updated compensation policy for our non-executive

members of our Nominating Committee are Mark Germain and Doron Shorrer.

Germain is the Chairman of the Nominating Committee.

Board has determined that all of the members of the Nominating Committee are “independent” as defined by the rules of the

SEC and Nasdaq rules and regulations.

The Nominating Committee operates under a written charter that is posted on our website, www.pluristem.com.

The information on our website is not incorporated by reference into this Annual Report.

The primary responsibilities of our Nominating

Committee include:

● Reviewing and recommending to our Board of the annual

base compensation, the annual incentive bonus, equity compensation, employment agreements and any other benefits of our executive

● Administering our equity based plans and making recommendations

to our Board with respect to our incentive–compensation plans and equity–based plans;

● Annually reviewing and making recommendations to our

Board with respect to the compensation policy for such other officers as directed by our Board.

Our Compensation Committee held nine meetings

during fiscal year 2020.

The Compensation Committee did not receive advice from or retain any consultants during fiscal year 2020.

Nominating Committee

Until June 30, 2020 the members of our Nominating

Committee were Mark Germain, Doron Shorrer and Nachum Rosman.

As a result of the voting outcome from the 2020 Annual Meeting, on

June 30, 2020, Mr.

Rosman resigned as member of the Board, effective immediately.

Nachum Rosman’s resignations as members

of the Board also constituted his resignations as member of the Nominating Committee.

Germain is the Chairman of the Nominating

The Board has determined that all of the members of the Nominating Committee are “independent”

by the rules of the SEC and Nasdaq rules and regulations.

The Nominating Committee operates under a written charter that is posted

on the “Investors”

section of our website, www.pluristem.com.

The primary responsibilities of our Nominating Committee

● Overseeing the composition and size of the Board, developing

qualification criteria for Board members and actively seeking, interviewing and screening individuals qualified to become Board

members for recommendation to the Board;

● Recommending the composition of the Board for each

annual meeting of stockholders;

● Reviewing periodically with the Chairman of the Board

and the Chief Executive Officer the succession plans relating to positions held by directors, and making recommendations to the

Board with respect to the selection and development of individuals to occupy those positions.

Director Nominations

The Nominating Committee is responsible

for developing and approving criteria, with Board approval, for candidates for Board membership.

The Nominating Committee is responsible

for overseeing the composition and size of the Board, developing qualification criteria for Board members and actively seeking,

interviewing and screening individuals qualified to become Board members for recommendation to the Board and for recommending the

composition of the Board for each of the Company’s annual meetings.

The Board as a whole is responsible for nominating individuals

for election to the Board by the stockholders and for filling vacancies on the Board that may occur between annual meetings of

the stockholders.

Nominees for director will be selected on

the basis of their integrity, business acumen, knowledge of our business and industry, age, experience, diligence, conflicts of

interest and the ability to act in the interests of all stockholders.

No particular criteria will be a prerequisite or will be

assigned a specific weight, nor does the Company have a diversity policy.

the composition and size of the Board, developing qualification criteria for Board members and actively seeking, interviewing and

screening individuals qualified to become Board members for recommendation to the Board;

the composition of the Board for each annual meeting of shareholders;

periodically with the Chairman of the Board and the Chief Executive Officer the succession plans relating to positions held by directors,

and making recommendations to the Board with respect to the selection and development of individuals to occupy those positions.

Nominating Committee is responsible for developing and approving criteria, with Board approval, for candidates for Board membership.

The Nominating Committee is responsible for overseeing the composition and size of the Board, developing qualification criteria for Board

members and actively seeking, interviewing and screening individuals qualified to become Board members for recommendation to the Board

and for recommending the composition of the Board for each of the Company’s annual meetings.

The Board as a whole is responsible

for nominating individuals for election to the Board by the shareholders and for filling vacancies on the Board that may occur between

annual meetings of the shareholders.

for director will be selected on the basis of their integrity, business acumen, knowledge of our business and industry, age, experience,

diligence, conflicts of interest and the ability to act in the interests of all shareholders.

No particular criteria will be a prerequisite

or will be assigned a specific weight, nor does the Company have a diversity policy.

The Company believes that the backgrounds and qualifications

of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow

the Board to fulfill its responsibilities.

We have never received communications from

stockholders recommending individuals to any of our independent directors.

of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board

to fulfill its responsibilities.

We have never received communications

from shareholders recommending individuals to any of our independent directors.

Therefore, we do not yet have a policy with regard to

the consideration of any director candidates recommended by stockholders.

In fiscal year 2020, we did not pay a fee

to any third party to identify or evaluate, or assist in identifying or evaluating, potential nominees for our Board.

have not received any recommendations from stockholders for Board nominees.

All of the nominees for election at the Meeting are

current members of our Board.

Code of Ethics

Our Board has adopted a Code of Business

Conduct and Ethics that applies to, among other persons, members of our Board, our officers including our CEO (being our principal

executive officer) and our CFO (being our principal financial and accounting officer) and our employees.

Our Code of Business Conduct and Ethics

is posted on our Internet website at www.pluristem.com.

The information on our website is not incorporated by reference into this

Annual Report.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from,

a provision of our Code of Conduct by posting such information on the website address specified above.

Delinquent Section 16(a) Reports

16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock,

to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those

the consideration of any director candidates recommended by shareholders.

In Fiscal Year 2021, we did not pay a fee to any third

party to identify or evaluate, or assist in identifying or evaluating, potential nominees for our Board.

We have not received any

recommendations from shareholders for Board nominees.

All of the nominees for election at the 2021 Meeting were current members of our

Board, at that time.

Board has adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board, our officers including

our CEO (being our principal executive officer) and our CFO (being our principal financial and accounting officer) and our employees.

Code of Business Conduct and Ethics is posted on our Internet website at www.pluristem.com.

The information on our website is not incorporated

by reference into this Annual Report.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment

to, or waiver from, a provision of our Code of Conduct by posting such information on the website address specified above.

Section 16(a) Reports

16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common shares, to file

reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

have reviewed all forms provided to us or filed with the SEC.

Based on that review and on written information given to us by our

executive officers and directors, we believe that all Section 16(a) filings during the past fiscal year were filed on a timely

basis and that all directors, executive officers and 10% beneficial owners have fully complied with such requirements during the

past fiscal year, except as follows:

A Form 3, filed on June 29, 2020, was filed late by Clover Wolf

Capital –

Limited Partnership, which did not involve a transaction;

Two reports on Form 4, filed on June 29, 2020 and July 7, 2020, were filed late by Clover Wolf Capital –

Limited Partnership, resulting in 11 transactions and 4 transactions, respectively, not being reported on a timely basis.

Based on that review and on written information given to us by our executive

officers and directors, we believe that all Section 16(a) filings during the past fiscal year were filed on a timely basis and that all

directors, executive officers and 10% beneficial owners have fully complied with such requirements during the past fiscal year, other

than three reports on Form 4, filed on July 7, 2020,

May 27, 2021 and June 1, 2021, which were filed late by Clover Wolf Capital – Limited Partnership, resulting in 4 transactions,

3 transactions and 6 transactions, respectively, not being reported on a timely basis.

Executive Compensation.

Compensation Discussion and Analysis

The Compensation Committee of our Board

is comprised solely of independent directors as defined by Nasdaq and non-employee directors as defined by Rule 16b-3 under the

Exchange Act.

Discussion and Analysis

The Compensation Committee

of our Board is comprised solely of independent directors as defined by Nasdaq and non-employee directors as defined by Rule 16b-3 under

the Exchange Act.

The Compensation Committee has the authority and responsibility to review and make recommendations to the Board regarding

the compensation of our CEO, Executive Chairman and CFO.

Our named executive officers for fiscal year 2020 are those three individuals

listed in the 2020 “

Summary Compensation Table ”

Other information concerning the structure, roles

and responsibilities of our Compensation Committee is set forth in “

Board Meetings and Committees—Compensation Committee ”

section of this Annual Report.

At our 2019 shareholders meeting, we provided

our shareholders with the opportunity to cast an advisory vote on our then named executive officers’

the compensation of our CEO, Executive Chairman and CFO, and any other executive officers we may hire from time to time.

Our named executive

officers for Fiscal Year 2021 are those three individuals listed in the “Summary Compensation Table” below.

Other information

concerning the structure, roles and responsibilities of our Compensation Committee is set forth in in Item 10 – “Directors,

Executive Officers and Corporate Governance — Compensation Committee” above.

At our 2021 annual meeting

of shareholders, we provided our shareholders with the opportunity to cast an advisory vote on our then named executive officers’

compensation.

of the votes cast on this “2019 say-on-pay vote”

were voted in favor of the proposal.

We have considered the 2019 say-on-pay

vote and we believe that the support from our shareholders for the 2019 say-on-pay vote proposal indicates that our shareholders

are supportive of our approach to executive compensation.

At our 2019 shareholders meeting, our shareholders voted in favor of

the proposal to hold say-on-pay votes every two years.

We will continue to consider the outcome of our say-on-pay votes when making

compensation decisions regarding our named executive officers.

A discussion of the policies and decisions

that shape our executive compensation program, including the specific objectives and elements, is set forth below.

Executive Compensation Objectives and Philosophy

The objective of our executive compensation

program is to attract, retain and motivate talented executives who are critical for our continued growth and success and to align

the interests of these executives with those of our shareholders.

To this end, our compensation programs for executive officers

are designed to achieve the following objectives:

● attract, hire, and retain talented and experienced executives;

● motivate, reward and retain executives whose knowledge, skills and performance are critical to our success;

● ensure fairness among the executive management team by recognizing the contributions each executive makes to our success and

the tenure of each team member as a factor in achieving such success;

● focus executive behavior on achievement of our corporate objectives and strategy;

● build a mechanism of “pay for performance”;

● align the interests of management and shareholders by providing management with longer-term incentives through equity ownership.

The Compensation Committee reviews the allocation

of compensation components regularly to ensure alignment with strategic and operating goals, competitive market practices and legislative

The Compensation Committee does not apply a specific formula to determine the allocation between cash and non-cash forms

of compensation.

Certain compensation components, such as base salaries, benefits and perquisites, are intended primarily to attract,

hire, and retain well-qualified executives.

Other compensation elements, such as long-term incentive opportunities, are designed

to motivate and reward performance.

Long-term incentives are intended to reward our long-term performance and executing our business

strategy, and to strongly align named executive officers’

interests with those of shareholders.

As such, from time to time, the

Compensation Committee, and/or the Board, may engage external consultants to provide the Company with data that the Compensation

Committee and/or Board may deem to be appropriate in determining the compensation of our executive officers, and the compensation,

if any, paid to the members of the Board.

With respect to equity compensation, the

Compensation Committee makes awards to executives under our equity compensation plans as approved by the Board.

Executive compensation

is paid or granted based on such matters as the Compensation Committee deems appropriate, including our financial and operating

performance, the alignment of the interests of the executive officers and our shareholders, the performance of our common stock

and our ability to attract and retain qualified individuals.

Elements of Executive Officer Compensation

Our executive officer compensation program

is comprised of:

Over 88% of the votes cast on this “2021 say-on-pay vote” were voted in favor of the proposal.

We have considered

the 2021 say-on-pay vote and we believe that the support from our shareholders for the 2021 say-on-pay vote proposal indicates that our

shareholders are supportive of our approach to executive compensation.

At our 2019 annual meeting of shareholders, our shareholders voted

in favor of the proposal to hold say-on-pay votes every two years.

We will continue to consider the outcome of our say-on-pay votes when

making compensation decisions regarding our named executive officers.

discussion of the policies and decisions that shape our executive compensation program, including the specific objectives and elements,

is set forth below.

Compensation Objectives and Philosophy

objective of our executive compensation program is to attract, retain and motivate talented executives who are critical for our continued

growth and success and to align the interests of these executives with those of our shareholders.

To this end, our compensation programs

for executive officers are designed to achieve the following objectives:

hire, and retain talented and experienced executives;

reward and retain executives whose knowledge, skills and performance are critical to our success;

fairness among the executive management team by recognizing the contributions each executive makes to our success and the tenure

of each team member as a factor in achieving such success;

executive behavior on achievement of our corporate objectives and strategy;

a mechanism of “pay for performance”;

the interests of management and shareholders by providing management with longer-term incentives through equity ownership.

Compensation Committee reviews the allocation of compensation components regularly to ensure alignment with strategic and operating goals,

competitive market practices and legislative changes.

The Compensation Committee does not apply a specific formula to determine the allocation

between cash and non-cash forms of compensation.

Certain compensation components, such as base salaries, benefits and perquisites, are

intended primarily to attract, hire, and retain well-qualified executives.

Other compensation elements, such as long-term incentive opportunities,

are designed to motivate and reward performance.

Long-term incentives are intended to reward our long-term performance and executing

our business strategy, and to strongly align named executive officers’ interests with those of shareholders.

As such, from time

to time, the Compensation Committee, and/or the Board, may engage external consultants to provide the Company with data that the Compensation

Committee and/or Board may deem to be appropriate in determining the compensation of our executive officers, and the compensation, if

any, paid to the members of the Board.

respect to equity compensation, the Compensation Committee makes awards to executives under our equity compensation plans as approved

by the Board.

Executive compensation is paid or granted based on such matters as the Compensation Committee deems appropriate, including

our financial and operating performance, the alignment of the interests of the executive officers and our shareholders, the performance

of our common shares and our ability to attract and retain qualified individuals.

of Executive Officer Compensation

Our executive officer compensation

program is comprised of:

(i) base salary or monthly compensation;

1 unchanged sentence

(iii) long-term equity incentive compensation

in the form of RSU grants;

in the form of RSU awards;

and (iv) benefits and perquisites.

In establishing overall executive compensation

levels and making specific compensation decisions for our executive officers in fiscal year 2020, the Compensation Committee considered

a number of criteria, including the executive’s position, scope of responsibilities, prior base salary and annual incentive awards

and expected contribution.

In that regard, our Compensation Committee decided to provide our Executive Chairman, Mr.

Yanay, with base salaries, RSU awards, acceleration of such awards under certain circumstances, and performance based

bonuses in their respective employment and/or consulting agreement, as opposed to certain terms contained in our CFO’s employment

agreement, as amended, and compensation package, based on their respective positions, seniority and scope of responsibilities.

Generally, our Compensation Committee reviews

and, as appropriate, approves compensation arrangements for our named executive officers, from time to time but not less than once

The Compensation Committee also takes into consideration our CEO recommendations for the compensation of our CFO.

generally presents these recommendations at the time of our Compensation Committee’s review of executive compensation arrangements.

On September 10, 2020, our Board, upon recommendation

from our Compensation Committee, approved new compensation arrangements for our CEO, CFO and Executive Chairman as well as our

non-executive directors.

In that regard, the Compensation Committee recently engaged Deloitte Israel to review the Company’s

existing compensation structure for its executive officers and non-executive directors.

Such review included a benchmark analysis that

evaluated the compensation that we pay our CEO, CFO, Executive Chairman and non-executive directors in comparison to our peer group.

When evaluating the appropriateness of our compensation peer group, the Compensation Committee seeks to construct

and approve a peer group of companies in similar industries of similar size to that of our Company.

As a result, the Company has

revised its compensation structure for its executive officers, Executive Chairman and non-executive directors as further described

herein, which shall impact such compensation for the fiscal year ending June 30, 2021.

The Compensation Committee performs a review

of base salaries / monthly compensation for our named executive officers from time to time as appropriate.

In determining salaries,

the Compensation Committee members also take into consideration their understanding of the compensation practices of comparable

companies (based on size and stage of development), especially in Israel, where our named executive officers reside;

third party market data such as compensation surveys to industry, including information relating to peer companies;

experience and performance adjusted to reflect individual roles;

and contribution to our clinical, regulatory, commercial and operational

None of the factors above has a dominant weight in determining the compensation of our executive officers, and our

Compensation Committee considers the factors as a whole when considering such compensation.

In addition, our Compensation Committee

may, from time to time, use comparative data regarding compensation paid by peer companies in order to obtain a general understanding

of current trends in compensation practices and ranges of amounts being awarded by other public companies, and not as part of an

analysis or a formula.

We may also change the base salary / monthly compensation of an executive officer at other times due to

market conditions.

We believe that a competitive base salary / monthly compensation is a necessary element of any compensation

program that is designed to attract and retain talented and experienced executives.

We also believe that attractive base salaries

can motivate and reward executives for their overall performance.

Base salaries and/or monthly compensation

are established in part based on the individual experience, skills and expected contributions of our executives and our executives’

performance during the prior year.

Compensation adjustments are made occasionally based on changes in an executive’s level of responsibility,

Company progress or on changed local and specific executive employment market conditions.

On June 30, 2019, the

Board, upon the recommendation of our Compensation Committee, approved, as part of a comprehensive plan to reduce expenses, the

reduction of the annual salary of our CEO and the annual compensation paid to our Executive Chairman, each by 25% from their current

levels until the earlier of closing market capitalization on the Nasdaq Capital Market reaching $170 million;

or (2) June 30, 2020.

On February 6, 2020, the Board, upon the

recommendation of our Compensation Committee, approved the increase of our CFO’s salary from NIS 36,000 per month to NIS

42,000 per month effective February 1, 2020.

On March 26, 2020, the Board, upon the recommendation

of our Compensation Committee, approved the reduction of the annual salary of the CEO, the annual compensation paid to the Executive

Chairman, and the annual salary of the CFO each by 50% from their annual salaries as provided in their respective employment and

consulting agreements with the Company, until such time as the Company obtains better clarity on the global impact of COVID-19,

or the COVID-19 Executive Compensation Reductions.

On May 7 ,2020, the Board approved, effective

May 1, 2020, the partial reinstatement of the annual salary, paid monthly, to our CEO, the annual compensation, paid monthly, to

our Executive Chairman, and the annual salary, paid monthly, of our CFO each up to 85% from their annual salaries, paid on a monthly

basis, as provided in their respective employment and consulting agreements with the Company, or the Partial Salary Reinstatement.

The Board also determined that effective on June 1, 2020, such annual fees, salaries and compensation, paid monthly, shall be reinstated

at 100%, or the Full Salary Reinstatement.

On September 10, 2020, at the recommendation

of our Compensation Committee, our Board approved, effective as of January 1, 2021, on the one hand, an increase to the base salary

of our CEO and CFO such that the respective salaries will increase to 99,000 NIS and 65,000NIS, and on the other hand, a decrease

to the monthly consulting fee of our Executive Chairman to 142,250 NIS per month starting January 1, 2021 and effective through

the earlier of December 31, 2021 or the filing of a BLA.

Upon the expiration of the consulting

agreement, we intend to enter into a new consulting agreement with Mr.

Aberman or an entity which he controls.

of these changes, we entered into new employment and service agreements, as the case may be, with of each of our CEO, CFO and Executive

In this Annual Report, we refer to such base salary amendments as the 2021 Base Salary Adjustments.

In addition, Mr.

Aberman and Mr.

no longer eligible for annual director fees.

Performance Based Bonus

Given the nature of our business, the determination

of incentives for our executives is generally tied to success in promoting our Company’s development.

We are continually seeking

non-dilutive sources of funding.

In addition, a key component of our strategy is to develop and manufacture cell therapy products

for the treatment of multiple disorders through collaboration with other companies and entering into licensing agreements with

such companies, such as our agreement with CHA.

Therefore, in order to reward our Executive Chairman and CEO, each of Mr.

Aberman will be entitled to a bonus equal to 1.5% of amounts received by us from non-dilutive funding received, among other

things, from corporate partnering and strategic deals.

On September 10, 2020, our Board, upon recommendation by our

Compensation Committee, approved a bonus for Mrs.

Franco-Yehuda of 0.5% of amounts received by us from strategic deals or up to

the equivalent of three times her monthly salary at the discretion of the Board.

Yanay will also be eligible for a special

bonus of up to three times his salary, payable at the discretion of the Board or the Compensation Committee.

In addition, our Board

approved a target bonus to our CEO, Mr.

Yanay, equal to up to seven times his monthly salary and to our CFO, Mrs.

Franco-Yehuda,

of up to five and a half times her monthly salary, subject to milestones and performance targets that will be set by our Compensation

The Board approved the changes to the performance based bonuses of our CEO and CFO in order to support our business

strategy and to promote extraordinary performance and achievement.

On May 7, 2020, the Board, upon the recommendation of our Compensation

Committee, approved a one-time bonus to our CFO of NIS 50,000, or approximately $14,000 for her extraordinary efforts relating

to the EIB Agreement.

Long-Term Equity Incentive Compensation

Long-term incentive compensation allows

the executive officers to share in any appreciation in the value of our common stock.

The Compensation Committee believes that

stock participation aligns executive officers’

interests with those of our shareholders.

The amounts of the awards are designed

to reward past performance and create incentives to meet long-term objectives.

Awards are made at a level expected to be competitive

within the biotechnology industry, as well as with Israeli based companies.

We do not have a formula relating to, and did not conduct

any analysis of, the level of awards that is competitive within the biotechnology industry and Israeli based companies.

establishing overall executive compensation levels and making specific compensation decisions for our executive officers in Fiscal Year

2021, the Compensation Committee considered a number of criteria, including the executive’s position, scope of responsibilities,

prior base salary and annual incentive awards and expected contribution.

In addition, the Compensation Committee conducted a compensation

benchmark analysis for the executive officers.

In that regard, our Compensation Committee decided to provide our Executive Chairman,

Aberman, our CEO, Mr.

Yanay, and our CFO, Ms.

Franco-Yehuda with base salaries, RSU awards, acceleration of such awards under certain

circumstances, and performance based bonuses in their respective employment and/or consulting agreement.

our Compensation Committee reviews and, as appropriate, approves compensation arrangements for our named executive officers, from time

to time but not less than once a year.

The Compensation Committee also takes into consideration our CEO recommendations for the compensation

Our CEO generally presents these recommendations at the time of our Compensation Committee’s review of executive compensation

arrangements.

September 10, 2020, our Board, upon recommendation from our Compensation Committee, approved new compensation arrangements for our CEO,

CFO and Executive Chairman as well as our non-executive directors.

In that regard, the Compensation Committee engaged Deloitte Israel

to review the Company’s compensation structure for its executive officers and non-executive directors.

Such review included a benchmark

analysis that evaluated the compensation that we pay our CEO, CFO, Executive Chairman and non-executive directors in comparison

to our peer group.

When evaluating the appropriateness of our compensation peer group, the Compensation Committee

seeks to construct and approve a peer group of companies in similar industries of similar size, similar region or similar market cap

to that of our Company.

As a result, the Company has revised its compensation structure for its CEO, CFO, Executive Chairman and non-executive

directors as further described herein, which impacted such compensation for the fiscal year ending June 30, 2021.

The Compensation Committee

performs a review of base salaries / monthly compensation for our named executive officers from time to time as appropriate.

In determining

the amount of each grant, the Compensation Committee also takes into account the number of shares held by the executive prior to

Awards are made on a discretionary basis and not pursuant to specific criteria set out in advance.

RSU awards provide our executive officers

with the right to purchase shares of our common stock at a par value of $0.00001, subject to continued employment with our Company.

In recent years, we granted our executive officers RSU awards.

We chose to grant RSU awards and not options

because RSU awards, once vested, always have an immediate financial value to the holder thereof, unlike options where the exercise

price might be below the current market price of the shares and therefore not have any intrinsic value to the holder thereof.

Executive Chairman, CEO and CFO are entitled to acceleration of the vesting of their awards in the following circumstances:

if we terminate their employment, they will be entitled to acceleration of 100% of any unvested award and (2) if they resign, they

will be entitled to acceleration of 50% of any unvested award.

In addition, our Executive Chairman, CEO and CFO are entitled to

an acceleration of 100% of any unvested RSUs in the event of a change in control as defined in their consulting or employment agreement.

salaries, the Compensation Committee members also take into consideration their understanding of the compensation practices of comparable

companies (based on size and stage of development), independent third party market data such as compensation benchmark surveys to industry,

including information relating to peer companies;

individual experience and performance adjusted to reflect individual roles;

and contribution

to our clinical, regulatory, commercial, financial and operational performance.

None of the factors above has a dominant weight in determining

the compensation of our executive officers, and our Compensation Committee considers the factors as a whole when considering such compensation.

In addition, our Compensation Committee may, from time to time, use comparative data regarding compensation paid by peer companies, for

example, as it conducted during Fiscal Year 2021, in order to obtain a general understanding of current trends in compensation practices

and ranges of amounts being awarded by other public companies, and not as part of an analysis or a formula.

We may also change the base

salary / monthly compensation of an executive officer at other times due to market conditions.

We believe that a competitive base salary

/ monthly compensation is a necessary element of any compensation program that is designed to attract and retain talented and experienced

We also believe that attractive base salaries can motivate and reward executives for their overall performance.

salaries and/or monthly compensation are established in part based on the individual experience, skills and expected contributions of

our executives and our executives’ performance during the prior year.

Compensation adjustments are made occasionally based on changes

in an executive’s level of responsibility, Company progress or on changed local and specific executive employment market conditions.

September 10, 2020, at the recommendation of our Compensation Committee, following the benchmarking review conducted, our Board approved,

effective as of January 1, 2021, on the one hand, an increase to the base monthly salary of our CEO and CFO such that the respective

salaries will increase to 99,000 NIS and 65,000 NIS, and on the other hand, a decrease to the monthly consulting fee of our Executive

Chairman to 142,250 NIS per month starting January 1, 2021 and effective through the earlier of December 31, 2021 or the filing of a

Upon the expiration of the consulting agreement, we currently intend to enter into a new consulting

agreement with Mr.

Aberman or an entity which he controls.

the nature of our business, the determination of incentives for our executives is generally tied to success in promoting our Company’s

We are continually seeking non-dilutive sources of funding.

In addition, a key component of our strategy is to develop and

manufacture cell therapy products for the treatment of multiple disorders through collaboration with other companies and entering into

licensing agreements with such companies, such as our agreement with CHA.

Therefore, to reward our executive officers, each of Mr.

Aberman will be entitled to a bonus equal to 1.5%, and Ms.

Franco–Yehuda will be entitled to a bonus equal to 0.5%, of

amounts received by us from non-dilutive funding received, among other things, from corporate partnering and strategic deals.

Our Board approved a target

bonus to our CEO, equal to up to seven times his monthly salary and to our CFO, of up to five and a half times her monthly salary, subject

to milestones and performance targets that was set by our Compensation Committee.

In addition, according to their employment agreements,

Franco-Yehuda and Mr.

Yanay are also entitled to a special bonus of up to three times of their monthly salary at the discretion of

During Fiscal Year 2021, we

have not paid bonuses in cash to our CEO and CFO, but accrued $126,000 and $64,000, respectively, for certain target bonuses as a result

of the achievement of certain operational, commercial and financial goals that were defined by the Compensation Committee.

Following the

Board approval, we expect to pay such bonuses during October 2021.

Equity Incentive Compensation

incentive compensation allows the executive officers to share in any appreciation in the value of our common shares.

The Compensation

Committee believes that share participation aligns executive officers’ interests with those of our shareholders.

The amounts of

the awards are designed to reward past performance and create incentives to meet long-term objectives.

Awards are made at a level expected

to be competitive within the biotechnology industry.

We do not have a formula relating to the level of awards that is competitive within

the biotechnology industry.

In determining the amount of each grant, the Compensation Committee also takes into account the number of

shares held by the executive prior to the grant.

For our executive management team, awards are made on a discretionary basis and not

pursuant to specific criteria set out in advance.

awards provide our executive officers with the right to purchase shares of our common shares at a par value of $0.00001, subject to continued

employment with our Company or the achievement of certain business or market milestones.

In recent years, we granted our executive officers

chose to grant RSU awards and not options because RSU awards, once vested, always have an immediate financial value to the holder thereof,

unlike options where the exercise price might be below the current market price of the shares and therefore not have any intrinsic value

to the holder thereof.

Our Executive Chairman, CEO and CFO are entitled to acceleration of the vesting of their awards in the following

circumstances:

(1) if we terminate their employment or consulting arrangement with us or any of our subsidiaries for a reason other than

“Justifiable Cause” (as defined in their employment or consulting arrangement contract), they will be entitled to acceleration

of 100% of any unvested award and (2) if they resign, they will be entitled to acceleration of up to 50% of any unvested award subject

to the approval of the Board and (3) in the event of a change in control as defined in their consulting or employment agreement, as long

as they continue to provide services to the Company or its subsidiaries, they will be entitled to an acceleration of 100% of any unvested

All grants are approved, upon receipt of recommendation by our Compensation Committee, by our Board.

Benefits and Perquisites

Generally, benefits available to Mr.

Franco-Yehuda are available to all employees on similar terms and include welfare benefits, paid time-off, life and disability

insurance and other customary or mandatory social benefits in Israel.

We provide our named executive officers with a phone and

a Company car, or reimbursement for car or phone expenses, which are customary benefits in Israel to managers and officers.

Executive Chairman and CEO are also entitled to receive, once a year, a fixed sum equal to the amount of the monthly compensation

to such Executive Chairman and CEO.

Subsequent to our fiscal year 2020, following the 2021 Base Salary Adjustments, this fixed

sum payment will no longer be paid to our Executive Chairman or CEO.

In September 2020, following

a benchmark analysis conducted by our compensation committee, we decided to grant our CEO and Executive Chairman 1,000,000 RSUs each.

Of this award, 500,000 RSUs that were granted to each of them were linked to achievement of a market condition – our reaching $550

million of market capitalization during the three year period from the date of the grant.

We believe that such compensation aligns executive

officers’ interests with those of our shareholders.

For clarification purposes,

the acceleration mechanism detailed above does not apply to the 500,000 RSUs granted to each of our CEO and Executive Chairman in September

2020, that were linked to the achievement of our market capitalization reaching of $550 million during the three year period from the

date of the grant.

and Perquisites

benefits available to Mr.

Yanay and Ms.

Franco-Yehuda are available to all employees on similar terms and include welfare benefits, paid

time-off, life and disability insurance and other customary or mandatory social benefits in Israel.

We provide our named executive officers

with a phone and a Company car, or reimbursement for car or phone expenses, which are customary benefits in Israel to managers and officers.

the agreement will be terminated on the earlier of December 31, 2021 or upon the filing of a BLA, we have agreed to pay Mr.

an adjustment fee as provided above, but only during the period between January 1, 2021 and December 31, 2021, or in the event

of a change of control equal to nine months of consulting fees;

provided, however that such adjustment fees shall be paid in two

installments as follows:

(i) 38,250 NIS on January 1, 2021, and 1,307,250 NIS on December 31, 2021.

Yanay is entitled to a severance payment that equals a month’s compensation for each twelve-month period of employment or

otherwise providing services to the Company, and an additional adjustment fee that equals the monthly salary amount multiplied

by 6, plus the number of years the employment agreement remains in force from September 12, 2018, but in any event no more than

9 years in the aggregate.

conjunction with the 2021 Base Salary Adjustments, the employment agreement of our CFO was amended to also provide for an adjustment

fee that equals her monthly salary amount multiplied by three, plus the number of years the employment agreement remained in force

from June 30, 2020, but in any event no more than six months of adjustment fees in the aggregate.

Chen Franco-Yehuda is also entitled

to severance pay upon termination of employment for any reason, including retirement, based on 8.333% of her monthly base salary,

according to section 14 of the Severance Pay Law, 1963.

We do not believe that the benefits and perquisites described

above deviate materially from the customary practice for compensation of executive officers by other companies similar in size

and stage of development in Israel.

Summary Compensation Table

The following table shows the particulars

of compensation paid to our named executive officers for the fiscal years ended June 30, 2020 and 2019.

We do not currently have

any other executive officers.

adjustment fee as provided above, but only during the period between January 1, 2021 and December 31, 2021, or in the event of a change

of control equal to nine months of consulting fees;

provided, however that such adjustment fees shall be paid in two installments as

(i) 38,250 NIS paid on January 1, 2021, and 1,307,250 NIS on December 31, 2021.

In July 2021, the Board revised Mr.

eligibility to adjustment fees to 1,515,600 NIS in total to include nine months of car and related expenses, 1,477,350 NIS of which will

be paid on December 31, 2021.

Yanay is entitled to a severance payment that equals a month’s compensation for each twelve-month period of employment or otherwise

providing services to the Company, and an additional adjustment fee that equals the monthly salary amount multiplied by 6, plus the number

of years the employment agreement remains in force from September 12, 2018, but in any event no more than 9 years in the aggregate.

In conjunction with the adjustments

made to the base salaries during Fiscal Year 2021, the employment agreement of our CFO was amended to also provide for an adjustment fee

that equals her monthly salary amount multiplied by three, plus the number of years the employment agreement remained in force from June

30, 2020, but in any event no more than six months of adjustment fees in the aggregate.

Chen Franco-Yehuda is also entitled to severance pay upon termination of employment for any reason, including retirement, based on 8.333%

of her monthly base salary, according to section 14 of the Severance Pay Law, 1963.

do not believe that the benefits and perquisites described above deviate materially from the customary practice for compensation of executive

officers by other companies similar in size and stage of development.

of the Compensation Committee

The Compensation Committee

has reviewed and discussed the foregoing Compensation Discussion and Analysis prepared under Item 402(b) of Regulation S-K with our management

and, based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis

be included in this Annual Report on Form 10-K and in our proxy statement relating to our next annual meeting of stockholders.

Committee Members:

Compensation Table

The following table shows

the particulars of compensation owed to our named executive officers for the fiscal years ended June 30, 2021 and 2020.

We do not currently

have any other executive officers.

Name and Principal Position

Stock-based Awards

Other Compensation

Executive Chairman

Chen Franco-Yehuda

(1) Salary payments which were in NIS, were translated into

US$ at the then current exchange rate for each payment.

information is provided for each fiscal year, which begins on July 1 and ends on June 30.

Amounts paid for Salary which were originally

denominated in NIS, were translated into U.S.

dollars at the then current exchange rate for each payment.

The salaries of Mr.

Yanay and Mrs.

Franco-Yehuda are comprised of base

salaries and additional payments and provisions such as welfare benefits, paid time-off, life and disability insurance and other

customary or mandatory social benefits to employees in Israel.

(2) The fair value recognized for the stock-based awards was

determined as of the grant date in accordance with ASC 718.

Assumptions used in the calculations for these amounts are included

in Note 2(l) to our consolidated financial statements for fiscal year 2020 included elsewhere in this Annual Report.

(3) Represents cost to us in connection with car or car expenses

reimbursement and mobile phone expenses.

The Company also pays our CEO and Executive Chairman the tax associated with this benefit,

which is grossed up and included in the “all other compensation”

column for Mr.

Yanay’s gross up

is part of the amount in the Salary column in the table above.

For our CFO “all other compensation”

includes a onetime

bonus of NIS 50,000, or approximately $14,000.

Aberman ceased to serve as our Co-CEO and commenced

to serve solely in his capacity as Executive Chairman on June 24, 2019.

The compensation reflects amounts received during the

entire fiscal year.

(5) Includes $18,486 and $23,068 paid to Mr.

Aberman as compensation

for services as a director in fiscal year 2020 and 2019 respectively.

Yanay ceased to serve as our Co-CEO and commenced to

serve as the sole CEO on June 24, 2019.

The compensation reflects amounts received during the entire fiscal year.

(7) Includes $18,400 and $23,582 paid to Mr.

Yanay as compensation

for services as a director in fiscal year 2020 and 2019, respectively.

Franco-Yehuda was appointed as our CFO on March 14,

The compensation reflects amounts received during the entire fiscal year.

During the fiscal year ended June 30, 2020,

we had the following written agreements and other arrangements concerning compensation with our named executive officers:

Aberman is engaged with us as a consultant and currently receives a monthly consulting fee of 149,500 NIS (approximately

$43,000 per month).

In addition, Mr.

Aberman is entitled once a year to receive an additional amount that equals the monthly consulting

All amounts above are paid plus value added tax.

Aberman is also entitled to a performance based bonus of one and a half

percent (1.5%) from amounts received by us from non-diluting funding and strategic deals.

Aberman is entitled to car expenses

reimbursement.

In addition, Mr.

Aberman received annual director fees of $20,000 (set at a rate of 4.25 NIS per U.S.

June 30, 2019, our Board, upon the recommendation of our Compensation Committee, approved the reduction of the annual compensation

Aberman, and his annual fees paid to him as a director, by 25% from his current levels until the earlier of closing

market capitalization on the Nasdaq Capital Market reaching $170 million;

or (2) June 30, 2020.

On March 26, 2020, the Board, upon

the recommendation of our Compensation Committee, approved the COVID-19 Executive Compensation Reduction.

On May 7, 2020, the Board

approved, effective May 1, 2020, the Partial Salary Reinstatement.

In addition, effective June 1, 2020, the Full Salary Reinstatement

Yanay received a monthly salary of 80,000 NIS, approximately $23,000 per month.

Franco-Yehuda are comprised of base salaries and additional payments and provisions such as welfare benefits, paid time-off, life

and disability insurance and other customary or mandatory social benefits to employees in Israel.

Yanay and Mr.

Aberman, their

salaries also include additional amounts equal to one monthly salary of NIS 80,000, or approximately $25,000 and NIS 149,500, or approximately

$44,000, respectfully.

Yanay and Ms.

Franco-Yehuda, we have accrued, but have not yet paid, bonuses during Fiscal Year 2021 of $126,000 and $64,000 respectively,

for certain target bonuses as a result of the achievement of certain milestones that were defined by the Compensation Committee.

to pay such bonuses during October 2021.

In fiscal year 2020, we paid to Ms.

Franco-Yehuda a onetime bonus of NIS 50,000, or approximately $14,000.

The fair value recognized for the share-based awards was determined as of the grant date in accordance with Accounting Standard Codification, or ASC, Topic 718.

The assumptions used in the calculations for these amounts are included in Note 9 to our audited consolidated financial statements for Fiscal Year 2021 included elsewhere in this Annual Report (see also “Grants of Plan-Based Awards” table presented below).

Aberman is entitled to adjustment fees of

NIS 1,515,600, or approximately $443,000, out of which we paid NIS 38,250, or approximately $11,000, during Fiscal Year 2021, and we expect

to pay the rest of the adjustment fees during January 2022.

Additionally, this column includes costs in connection with car or car expenses

reimbursement and mobile phone expenses for Mr.

We have also paid Mr.

Yanay the tax associated with the company car benefit included

in this column, which is grossed-up.

Yanay the gross-up is part of the amount in the “Salary” column.

Includes $6,201 and $18,486 paid in cash to Mr.

Aberman as compensation for services as a director in fiscal year 2021 and 2020 respectively.

Starting October 2020, Mr.

Aberman was not entitled to compensation for services as a director.

Includes $6,194 and $18,400 paid in cash to Mr.

Yanay as compensation for services as a director in Fiscal Year 2021 and 2020, respectively.

Starting October 2020, Mr.

Yanay was not entitled to compensation for services as a director.

and Consulting Agreements

Fiscal Year 2021, we had the following written agreements and other arrangements concerning compensation with our named executive officers:

Aberman is engaged with us as a consultant and currently receives a monthly consulting fee of NIS 142,500 (approximately $43,000 per

On September 10, 2020, at the recommendation of our Compensation Committee, our Board approved, effective as of January 1,

2021 a decrease to the monthly consulting fee of our Executive Chairman from 149,500 to NIS 142,250 per month.

In addition, Mr.

Yanay was entitled once

a year to receive an additional amount that equals his monthly salary.

Yanay is provided with a cellular phone and a Company

car pursuant to the terms of his agreement.

Aberman was entitled once a year to receive an additional amount that equals the monthly consulting fee.

All amounts that were paid,

were paid plus value added tax.

Aberman is also entitled to a performance-based bonus of 1.5% from amounts received by us from

non-diluting funding and strategic deals during the term of his consulting agreement and nine months afterwards.

Aberman is also

entitled to car expenses reimbursement.

Starting January 1, 2021, Mr.

Yanay’s monthly salary is NIS 99,000,

approximately $30,000 per month.

On September 10, 2020, at the recommendation of our Compensation Committee, our Board approved, effective

as of January 1, 2021, an increase to the base salary of our CEO such that the salary will increase to NIS 99,000 from NIS 80,000.

Yanay is provided with a cellular phone and a Company car pursuant to the terms of his agreement.

Furthermore, Mr.

Yanay was entitled to a performance based bonus of one percent (1.5%)

from amounts received by us from non-diluting funding and strategic deals.

Yanay received annual director fees of $20,000 (set

at a rate of 4.25 NIS per U.S.

On June 30, 2019, our Board, upon the recommendation of our Compensation Committee, approved

the reduction of the annual salary of Mr.

Yanay, and the annual fees paid to him as a director, by 25% from his current levels

until the earlier of closing market capitalization on the Nasdaq Capital Market reaching $170 million;

or (2) June 30, 2020.

March 26 ,2020, the Board, upon the recommendation of our Compensation Committee, approved the COVID-19 Executive Compensation

On May 7, 2020, the Board approved, effective May 1, 2020, the Partial Salary Reinstatement.

In addition, effective

June 1, 2020, the Full Salary Reinstatement took effect.

Franco-Yehuda’s monthly salary was 42,000 NIS.

Franco-Yehuda receives car and cellular phone expense reimbursements

pursuant to the terms of her agreement.

On March 26, 2020, the Board, upon the recommendation of our Compensation Committee, approved

the COVID-19 Executive Compensation Reduction.

On May 7, 2020, the Board approved, effective May 1, 2020, the Partial Salary Reinstatement.

In addition, effective June 1, 2020, the Full Salary Reinstatement took effect.

Potential Payments Upon Termination

or Change-in-Control

We have no plans or arrangements in respect

of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination

Yanay is entitled to

a performance based bonus of 1.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal to

up to seven times his monthly salary subject to milestones and performance targets that was set by our Compensation Committee.

may also grant Mr.

Yanay a discretionary bonus of up to 3 months of his monthly salary.

Starting January 1, 2021 Ms.

Franco-Yehuda’s monthly salary is

On September 10, 2020, at the recommendation of our Compensation Committee, our Board approved, effective as of January 1,

2021, an increase to the base salary of our CFO such that the salary will increase to NIS 65,000 from NIS 42,000.

Franco-Yehuda receives

car and cellular phone expense reimbursements pursuant to the terms of her agreement.

Furthermore, Ms.

Franco-Yehuda is entitled to a

performance based bonus of 0.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal to

up to five and a half times her monthly salary, subject to milestones and performance targets that was set by our Compensation Committee.

The Board may also grant Ms.

Franco-Yehuda a discretionary bonus of up to 3 months of her monthly salary.

Payments Upon Termination or Change-in-Control

We have no plans or arrangements

in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination

of employment (as a result of resignation, retirement, change-in-control) or a change of responsibilities following a change-in-control,

1 unchanged sentence

(i) in the event of termination of Mr.

Aberman’s Consulting Agreement, he will be entitled to receive

an adjustment fee that equals the monthly consulting fees multiplied by nine;

(ii) in the event of termination of Mr.

Yanay employment,

he is entitled to a severance payment, under Israeli law, that equals a month’s compensation for each twelve-month period

of employment or otherwise providing services to the Company, and an additional adjustment fee that equals the monthly base salary

multiplied by six, plus the number of years the employment agreement is in force from September 12, 2018, but in any event no more

than nine months in the aggregate;

and (iii) in the event of termination of Mrs.

Franco-Yehuda’s employment, she is entitled

to a severance payment, under Israeli law, that equals a month’s compensation for each twelve-month period of employment

or otherwise providing services to the Company, and in addition, effective as September 10, 2020, she will be entitled to receive

an adjustment fee that equals her monthly salary amount multiplied by three, plus the number of years the employment agreement

remains in force from June 30, 2020, but in any event no more than six years in the aggregate.

Aberman’s consulting agreement, he will be entitled to receive

an adjustment fee that equals the monthly consulting fees and car expenses multiplied by nine.

We paid NIS 38,250, or approximately $11,000,

of the adjustment fee in January 2021 and we expect to pay an additional NIS 1,477,350, or approximately $432,000, in January 2022;

in the event of termination of Mr.

Yanay employment, he is entitled to a severance payment, under Israeli law, that equals a month’s

compensation for each twelve-month period of employment or otherwise providing services to the Company, and an additional adjustment fee

that equals the monthly base salary multiplied by six, plus the number of years the employment agreement is in force from September 12,

2018, but in any event no more than nine months in the aggregate;

and (iii) in the event of termination of Ms.

Franco-Yehuda’s employment,

she is entitled to a severance payment, under Section 14 of the Israeli Severance Pay Law, and an adjustment fee that equals her monthly

salary amount multiplied by three, plus the number of years the employment agreement remains in force from June 30, 2020, but in any event

no more than six years in the aggregate.

In addition, Mr.

Aberman and Mr.

entitled to acceleration of the vesting of their stock options and restricted stock in the following circumstances:

(1) if we terminate

their employment, they will be entitled to acceleration of 100% of any unvested awards and (2) if they resign, they will be entitled

to acceleration of 50% of any unvested award.

Yanay and Ms.

Franco-Yehuda are entitled to acceleration of the vesting of their share options and restricted share in the following

circumstances:

(1) if we terminate their employment for a reason other than cause (as may be defined in each respective agreement), they

will be entitled to acceleration of 100% of any unvested awards and (2) if they resign, they will be entitled to acceleration of 50%

of any unvested award, subject to the approval of the Board.

In addition, Mr.

Yanay and Mrs.

Franco-Yehuda are also entitled to acceleration

of 100% of any unvested award in case of our change in control as defined in their respective consulting and employment agreements.

Effective September 10, 2020, Mrs.

Franco-Yehuda is also entitled to an acceleration of the vesting of any unvested awards in the

following circumstances:

(1) if we terminate her employment, she will be entitled to acceleration of 100% of any unvested award

and (2) if she resigns, she will be entitled to acceleration of 50% of any unvested awards.

The following table

displays the value of what our CEO, Executive Chairman and CFO would have received from us had their employment been terminated,

or a change in control of us happened on June 30, 2020.

Yanay and Ms.

Franco-Yehuda are also entitled

to acceleration of 100% of any unvested award in case of our change in control as defined in their respective consulting and employment

For clarification purposes,

the acceleration mechanism detailed above does not apply to the 500,000 RSUs granted to each of our CEO and Executive Chairman in September

2020, that were linked to the achievement of our market capitalization reaching of $550 million during the three year period from the

date of the grant.

following table displays the value of what our CEO, Executive Chairman and CFO would have received from us had their employment been

terminated, or a change in control of us happened on June 30, 2021.

Accelerated Vesting of RSUs (1)

7 unchanged sentences

$ 565,689 (5)

$ 841,500 (2)

Terminated due to discharge of officer

$ 565,689 (5)

$ 1,683,000 (3)

Change in control

2 unchanged sentences

Terminated due to officer resignation

$ 169,290 (2)

Terminated due to discharge of officer

$ 338,580 (3)

Change in control

(1) Value shown represents the difference between the closing

market price of our shares of common stock on June 30, 2020 of $8.84 per share and the applicable exercise price of each grant.

(2) 50% of all unvested RSUs issued under the applicable equity

incentive plans vest upon a termination without cause under the terms of those plans.

(3) All unvested RSUs issued under the applicable equity incentive

plans vest upon a termination due to discharge.

(4) All unvested RSUs issued under the applicable equity incentive

plans vest upon a change in control under the terms of those plans.

Pension, Retirement or Similar Benefit Plans

We have no arrangements or plans, except

for those we are obligated to maintain pursuant to the Israeli law, under which we provide pension, retirement or similar benefits

for directors or executive officers.

Our directors and executive officers may receive stock options, RSUs or restricted shares

at the discretion of our Board in the future.

Grants of Plan-Based Awards

There were no grants of plan-based equity

awards made to our named executive officers during the fiscal year ended June 30, 2020.

Outstanding Equity Awards

at the End of Fiscal Year 2020

The following table presents the outstanding

equity awards held as of June 30, 2020 by our named executive officers:

Number of Securities Underlying Unexercised Stock Awards

$ 338,580 (4)

shown represents the difference between the closing market price of our common shares on June 30, 2021 of $3.96 per share and the

applicable exercise price of each grant.

to 50% of all unvested RSUs issued under the applicable equity incentive plans vest upon resignation under the terms of those plans,

subject to the approval of the Board at its sole discretion.

unvested RSUs issued under the applicable equity incentive plans vest upon an involuntary termination due to discharge, except for cause,

excluding 500,000 RSUs that will vest upon achievement of increasing market capitalization of our common shares on the Nasdaq Global

Market to $550 million within no more than 3 years from the date of grant.

unvested RSUs issued under the applicable equity incentive plans vest upon a change in control under the terms of those plans excluding

500,000 RSUs that will vest upon achievement of increasing market capitalization of our common shares on the Nasdaq Global Market to

$550 million within no more than 3 years from the date of grant.

of June 30, 2021, the value of the severance fund net of Mr.

Yanay is $220,000.

For severance payments, we will need to pay the difference

Yanay’s eligibility to receive severance payment and the value of the fund, which as of June 30, 2021, amounted to

Retirement or Similar Benefit Plans

have no arrangements or plans, except for those we are obligated to maintain pursuant to the Israeli law, under which we provide pension,

retirement or similar benefits for directors or executive officers.

Our directors and executive officers may receive share options, RSUs

or restricted shares at the discretion of our Board in the future.

Equity Awards at the End of Fiscal Year 2021

The following table presents

the outstanding equity awards held as of June 30, 2021 by our named executive officers, all of which have been issued pursuant to our

2019 Equity Compensation Plan, or the 2019 Plan, and 2016 Equity Compensation Plan, or the 2016 Plan:

Number of shares that have not vested

Market value of shares that have not vested

Number of shares that have not vested

Market value of shares that have not vested

Chen Franco-Yehuda

(1) 50,000 RSUs vest in 4 equal installments of 12,500 on September 22, 2020 and every 3 months thereafter.

(2) 32,500 RSUs vest as follows:

7,500 RSUs vest in 2 equal installments of 3,750 on September 19, 2020 and 3 months thereafter, and

25,000 RSUs vest in 8 equal installments of 3,125 on March 19, 2021 and every 3 months thereafter.

(3) 32,500 RSUs vest as follows:

7,000 RSUs vest in 2 equal installments of 3,500 on September 19, 2020 and 3 months thereafter, and

25,000 RSUs vest in 8 equal installments of 3,125 on March 19, 2021 and every 3 months thereafter.

(4) 625 RSUs vest as follows:

625 RSUs vest on June 14, 2021.

(5) 1,850 RSUs vest as follows:

250 RSUs vest in 2 equal installments of 125 on September 19, 2020 and 3 months thereafter,

1,000 RSUs vest in 8 equal installments of 125 on March 19, 2021 and every 3 months thereafter, and

600 RSUs vest on December 19, 2022.

(6) 6,250 RSUs vest as follows:

2,250 RSUs vest in 3 equal installments of 750 on September 28, 2020 and every 3 months thereafter, and

4,000 RSUs vest as follows:

12.5% vest on June 28, 2021 and the remaining shares vest in 8 equal installments every 3 months

Option Exercises and Stock

The following table presents the named executive

officers’

RSUs that vested during fiscal year 2020.

Number of Shares Acquired on Vesting (#)

Value Realized on Vesting ($)

Chen Yehuda-Franco

Long-Term Incentive Plans-Awards in Last Fiscal Year

We have no long-term incentive plans, other

than the 2016 Equity Compensation Plan, or the 2016 Plan, and the 2019 Equity Compensation Plan, or the 2019 Plan, described in

Item 12 below.

Compensation of Directors

The following table provides information

regarding compensation earned by, awarded or paid to each person for serving as a director who is not an executive officer during

fiscal year 2020:

500,000 RSUs vest in full upon milestone achievement of increasing our

market capitalization on the Nasdaq Global Markets to $550 million within no more than three years from the date of grant.

406,250 RSUs vest in 13 equal installments of 31,250 on September 10, 2021 and every three months thereafter.

18,750 RSUs vest in six equal installments of 3,125 on September 19, 2021 and every three months thereafter.

750 RSUs vest in six equal installments of 125 on September 19, 2021 and every three months thereafter.

3,500 RSUs vest in seven equal installments of 500 on September 28, 2021 and every three months thereafter.

81,250 RSUs vest in 13 equal installments of 6,250 on September 11, 2021 and every three months thereafter.

Incentive Plans-Awards in Last Fiscal Year

We have no long-term incentive

plans, other than the 2016 Plan and the 2019 Plan, described in Item 12 below.

following table provides information regarding compensation earned by, awarded or paid to each person for serving as a director who is

not an executive officer during Fiscal Year 2021:

Fees Earned or Paid in Cash

Stock-based Awards

Nachum Rosman (2)

Isaac Braun (2)

Rami Levi (3)

Maital Shemesh-Rasmussen (3)

Doron Shorrer

Hava Meretzki (3)

Israel Ben-Yoram (2)

(1) The fair value recognized for the stock-based awards was

determined as of the grant date in accordance with ASC 718.

Assumptions used in the calculations for these amounts are included

in Note 2(l) to our consolidated financial statements for fiscal year 2020 included elsewhere in this Annual Report.

(2) Effective as of June 29, 2020, and the result of the 2020

Annual Meeting, this director was not reappointed to serve on the Board.

Meretzki was not re-nominated as a director nominee,

and therefore, effective as of June 29, 2020, Ms.

Meretzki ceased to serve on the Board.

We reimburse our directors for expenses incurred in connection

with attending board meetings according to a written and Board approved policy.

We provided the following compensation for directors:

annual cash compensation of $15,000;

meeting participation fees of $935 per in-person meeting;

and for meeting participation by

telephone, $435 per meeting.

The Board has determined that the dollar rate would be not less than 4.25 NIS per dollar.

10, 2020, our Board, upon the recommendation of our Compensation Committee, approved the change of their current compensation components

to an annual fee of $35,000 and we will no longer pay additional payments based on meeting participation.

In addition, members

of our Board of Director committees shall be compensated as follows (i) the Chairman of our Audit Committee shall receive an additional

annual fee of $10,000 and, in the event of an annual equity grant issued to directors, or an Annual Director Grant, an additional

10% of equity securities in addition to such grant, and each other member of the Audit Committee shall receive an additional annual

fee of $3,000 and, in the event of an Annual Director Grant, an additional 3% of equity securities in addition to such grant;

the Chairman of our Compensation Committee shall receive an additional annual fee of $4,000 and, in the event of an Annual Director

Grant, an additional 4% of equity securities in addition to such grant, and each other member of the Compensation Committee shall

receive an additional annual fee of $2,000 and, in the event of an Annual Director Grant, an additional 2% of equity securities

The fair value recognized for the Stock Awards was determined as of

the grant date in accordance with ASC 718.

Assumptions used in the calculations for these amounts are included in Note 9 to our

consolidated financial statements for Fiscal Year 2021 included elsewhere in this Annual Report.

as of June 1, 2021, Mr.

Braun ceased to serve on the Board.

as of January 5, 2021, this director was appointed to serve on the Board.

a bonus to Mr.

Germain in the amount of $75,000 for his contribution in connection with the EIB Finance Agreement.

September 10, 2020, our Board, upon the recommendation of our Compensation Committee, approved the change of their compensation components

to an annual fee of $35,000.

In addition, members of our Board of Director committees are compensated as follows (i) the Chairman of

our Audit Committee receives an additional annual fee of $10,000 and, in the event of an annual equity grant issued to directors, or

an Annual Director Grant, an additional 10% of equity securities in addition to such grant, and each other member of the Audit Committee

shall receive an additional annual fee of $3,000 and, in the event of an Annual Director Grant, an additional 3% of equity securities

in addition to such grant;

and (iii) the Chairman of our Nominating Committee shall receive an additional annual fee of $4,000

and, in the event of an Annual Director Grant, an additional 4% of equity securities in addition to such grant, and each other

member of the Nominating Committee shall receive an additional annual fee of $2,000 and, in the event of an Annual Director Grant,

an additional 2% of equity securities in addition to such grant.

On June 30, 2019, our Board, upon the recommendation

of our Compensation Committee, approved the reduction of the annual fees paid to each of our directors by 25% from their current

levels until the earlier of closing market capitalization on the Nasdaq Capital Market reaching $170 million;

or (2) June 30, 2020.

On March 26 ,2020, the Board, upon the recommendation of our Compensation Committee, approved the reduction of the annual fee paid

to each director by an additional 25%, such that their annual fee was cut by 50%, until such time as the Company obtains better

clarity on the global impact of COVID-19.

On May 7, 2020, the Board approved, effective May 1, 2020, a partial reinstatement of

the annual fee, paid monthly, to each non-executive director of the Company to 85% of such fee.

In addition, effective June 1,

2020, the aforementioned compensation reductions no longer applied to the monthly fee of each director and their prior fees reverted

back to their prior levels.

The non-executive directors, as a group, were also entitled to two and a half percent (2.5%) in cash

based on amounts received by us from non-diluting funding and strategic deals, as previously determined by the Board and/or the

Compensation Committee;

effective September 10, 2020, the non-executive directors are no longer entitled to any such bonuses, however

in exceptional circumstances members of the Board may receive bonuses of up to $75,000 per year for extraordinary performance,

as well as discretionary bonuses in special circumstances as the Board or the Compensation Committee may decide.

During fiscal

year 2020, we paid a total of $143,459 in cash to directors as compensation.

This amount does not include compensation to Mr.

Yanay in their capacity as directors, which is reflected in the Summary Compensation Table for fiscal year 2020 above.

As of June 30, 2020, we have outstanding

grants to our non-executive directors aggregating 492,576 restricted shares and RSUs of which 365,861 were exercisable or vested,

as the case may be, as follows:

(ii) the Chairman of our Compensation Committee receives an additional annual fee of $4,000 and, in the event

of an Annual Director Grant, an additional 4% of equity securities in addition to such grant, and each other member of the Compensation

Committee receives an additional annual fee of $2,000 and, in the event of an Annual Director Grant, an additional 2% of equity securities

in addition to such grant;

and (iii) the Chairman of our Nominating Committee receives an additional annual fee of $4,000 and, in the

event of an Annual Director Grant, an additional 4% of equity securities in addition to such grant, and each other member of the Nominating

Committee receives an additional annual fee of $2,000 and, in the event of an Annual Director Grant, an additional 2% of equity securities

in addition to such grant.

exceptional circumstances members of the Board may receive bonuses of up to $75,000 per year for extraordinary performance, as well as

discretionary bonuses in special circumstances as the Board or the Compensation Committee may decide.

During 2021, we paid Mr.

$75,000 for his contribution in connection with the EIB Finance Agreement.

Fiscal Year 2021, we paid a total of $187,081 excluding the bonus paid to Mr.

Germain in cash to directors as compensation.

of June 30, 2021, we have outstanding grants to our non-executive directors aggregating 382,612 restricted shares and RSUs of which 260,156

were exercisable or vested, as the case may be, as follows:

Total of Options, restricted shares and RSUs Granted

Total of restricted shares and RSUs exercisable and vested

Nachum Rosman (1)

Isaac Braun (1)

Maital Rasmussen

Doron Shorrer

Hava Meretzki (2)

Israel Ben-Yoram (1)

(1) Effective as of June 29, 2020, and the result of the 2020

Annual Meeting, this director was not reappointed to serve on the Board.

Meretzki was not re-nominated as a director nominee,

and therefore, effective as of June 29, 2020, Ms.

Meretzki ceased to serve on the Board.

For all directors, the vesting of directors’

stock options, RSUs and restricted stock accelerates in the following circumstances:

(1) if the director is not re-nominated to

serve on the Board or the director is not re-elected by stockholders at a special or annual meeting, this will result in the acceleration

of 100% of any unvested award and (2) the voluntary resignation of a director will result in the acceleration of 50% of any unvested

In addition, a change in control will result in the acceleration of 100% of any unvested award of our directors.

As a result of the voting outcome from the

2020 Annual Meeting, on June 30, 2020, unvested awards held by Messrs.

Ben-Yoram and Rosman were accelerated on July 1, 2020 and

resulted in the vesting of 11,221 RSUs for Mr.

Ben Yoram and 11,560 RSUs for Mr.

Other than as described above, we have no

present formal plan for compensating our directors for their service in their capacity as directors.

Directors are entitled to

reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our

Board as per policy approved by our Compensation Committee.

The Board may award special remuneration to any director undertaking

any special services on our behalf other than services ordinarily required of a director.

Other than indicated above, no director

received and/or accrued any compensation for his or her services as a director, including committee participation and/or special

assignments during fiscal year 2020.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholders Matters.

The following table sets forth certain

information, to the best knowledge and belief of the Company, as of September 4, 2020 (unless provided herein otherwise), with

respect to holdings of our common stock by (1) each person known by us to be the beneficial owner of more than 5% of the total

number of shares of our common stock outstanding as of such date;

Braun was not re-nominated as a director nominee, and therefore, effective as of June 1, 2021, Mr.

Braun ceased to serve on the Board.

For all directors, the vesting

of directors’ share options, RSUs and restricted share accelerates in the following circumstances:

(1) if the director is not re-nominated

to serve on the Board or the director is not re-elected by stockholders at a special or annual meeting, this will result in the acceleration

of 100% of any unvested award, and (2) the voluntary resignation of a director will result in the acceleration of up to 50% of any unvested

award subject to Board approval.

In addition, a change in control will result in the acceleration of 100% of any unvested award of our

Braun was not re-nominated as a director nominee at the 2021 Annual Meeting and on June 1, 2021, all unvested awards held by Mr.

were accelerated, resulting in the vesting of 22,139 RSUs for Mr.

than as described above, we have no present formal plan for compensating our directors for their service in their capacity as directors.

Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance

at meetings of our Board as per policy approved by our Compensation Committee.

The Board may award special remuneration to any director

undertaking any special services on our behalf other than services ordinarily required of a director.

than indicated above, no director received and/or accrued any compensation for his or her services as a director, including committee

participation and/or special assignments during Fiscal Year 2021.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth

certain information, to the best knowledge and belief of the Company, as of September 3, 2021 (unless provided herein otherwise), with

respect to holdings of our common shares by (1) each person known by us to be the beneficial owner of more than 5% of the total number

of our common shares outstanding as of such date;

(2) each of our directors;

(3) each of our named executive officers;

and (4) all of our directors and our executive officers as a group.

Unless otherwise

indicated, the address of each person listed below is c/o Pluristem Therapeutics Inc., MATAM Advanced Technology Park, Building

and (4) all of

our directors and our executive officers as a group.

otherwise indicated, the address of each person listed below is c/o Pluristem Therapeutics Inc., MATAM Advanced Technology Park, Building

5, Haifa, Israel, 3508409.

Name of Beneficial Owner

Beneficial Number of Shares(1)

Percentage of Shares Beneficially Owned

Directors and Named Executive Officers

3 unchanged sentences

Doron Shorrer

Maital Rasmussen

Directors and Executive Officers as a group (11 persons)

1,503,046 (6)

5% Stockholders

Clover Wolf Capital –

Limited Partnership

5% Shareholders

Clover Wolf Capital – Limited Partnership

2,340,085 (7)

* = less than 1%

(1) Based on 25,554,668 shares of common stock issued and outstanding

as of September 4, 2020.

Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above,

based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community

property laws where applicable.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes

voting or investment power with respect to securities.

Shares of common stock subject to options, warrants or right

to purchase or through the conversion of a security currently exercisable or convertible, or exercisable or convertible within

60 days, are reflected in the table above and are deemed outstanding for purposes of computing the percentage ownership of the

person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any

other person.

(2) Includes a warrant to acquire up to 7,143 shares.

(3) Includes a warrant to acquire up to 5,000 shares.

(4) Includes a warrant to acquire up to 2,857 shares.

(5) Includes a warrant to acquire up to 1,429 shares.

(6) Includes warrants to acquire up to 30,715 shares.

(7) Based solely on information contained in Form 4 filed with

the SEC on August 3, 2020, and data provided by the holder.

on 32,004,785 common shares issued and outstanding as of September 3, 2021.

Except as otherwise indicated, we believe that the beneficial

owners of the common shares listed above, based on information furnished by such owners, have sole investment and voting power with respect

to such shares, subject to community property laws where applicable.

Beneficial ownership is determined in accordance with the rules

of the SEC and generally includes voting or investment power with respect to securities.

subject to options, warrants or right to purchase or through the conversion of a security currently exercisable or convertible, or

exercisable or convertible within 60 days, are reflected in the table above and are deemed outstanding for purposes of computing

the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing

the percentage ownership of any other person.

a warrant to acquire up to 7,143 shares.

a warrant to acquire up to 5,000 shares.

a warrant to acquire up to 2,857 shares.

a warrant to acquire up to 1,429 shares.

warrants to acquire up to 23,572 shares.

solely on information provided by the holder.

Clover Wolf Ltd.

is the General Partner of Clover Wolf Capital –

Limited Partnership.

Adi Wolf is the Managing Member and Chief Executive Officer of Clover Wolf Capital –

Limited Partnership

and also the Chief Executive Officer of Clover Wolf Ltd.

All investment decisions are made by Adi Wolf, and thus the power to

vote or direct the votes of these shares of Common Stock, as well as the power to dispose or direct the disposition of such shares

of Common Stock is held by Adi Wolf through Clover Wolf Capital –

is the General Partner of Clover Wolf Capital – Limited Partnership.

Adi Wolf is the Managing Member and Chief Executive Officer of Clover Wolf Capital – Limited Partnership and also the Chief Executive

Officer of Clover Wolf Ltd.

All investment decisions are made by Adi Wolf, and thus the power to vote or direct the votes of these common

share, as well as the power to dispose or direct the disposition of such common shares is held by Adi Wolf through Clover Wolf Capital

– Limited Partnership and Clover Wolf Ltd.

The address of

Clover Wolf Capital –

Limited Partnership is 24 Bodenhimer Street, Tel Aviv, Israel 6200838.

Equity Compensation Plan Information

At our annual meeting of our stockholders

held on May 31, 2016, our stockholders approved the 2016 Plan.

Under the 2016 Plan, options, restricted stock and RSUs may be granted

to our officers, directors, employees and consultants or the officers, directors, employees and consultants of our subsidiary.

Under the 2016 Plan, the plan administrator is authorized to grant awards to acquire shares of Common Stock, shares of restricted

stock and RSUs, in each calendar year, in a number not exceeding two and three-quarters percent (2.75%) of the number of shares

of our Common Stock issued and outstanding on a fully diluted basis on the immediately preceding December 31.

In addition, at our annual meeting of

our stockholders held on June 13, 2019, our stockholders approved the 2019 Plan.

Under the 2019 Plan, options, restricted stock

and RSUs may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants

of our subsidiary.

Under the 2019 Plan, the plan administrator is authorized to grant options to acquire shares of common stock,

shares of Restricted Stock and RSUs in a number not exceeding 16% of the number of shares of common stock issued and outstanding

immediately prior to the grant of such awards on a fully diluted basis.

The following table summarizes certain

information regarding our equity compensation plans as of June 30, 2020:

Plan Category

Number of securities to be issued upon exercise of outstanding options

Weighted-average exercise price of outstanding options

Number of securities remaining available for future issuance under equity compensation plans (2016 Plan and 2019 Plan)

Equity compensation plan approved by security holders

Certain Relationships and Related Transactions

and Director Independence.

Except for the arrangements described in

Item 11 no director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof,

had any material interest, direct or indirect, in any transaction, or proposed transaction, during fiscal year 2020, in which the

amount involved in the transaction exceeded or exceeds $120,000.

The Board has determined that Doron Shorrer,

Isaac Braun, Moria Kwiat and Mark Germain are “independent”

directors, as defined by the rules of the SEC and the Nasdaq

rules and regulations.

The address of Clover Wolf Capital – Limited Partnership is 24 Bodenhimer Street,

Tel Aviv, Israel 6200838.

Compensation Plan Information

At our annual meeting of our

shareholders held on May 31, 2016, our shareholders approved the 2016 Plan.

Under the 2016 Plan, options, restricted share and RSUs may

be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of our subsidiary.

Under the 2016 Plan, the plan administrator is authorized to grant awards to acquire common shares, restricted shares and RSUs, in each

calendar year, in a number not exceeding 2.75% of the number of our common shares issued and outstanding on a fully diluted basis on the

immediately preceding December 31.

In addition, at our annual

meeting of our shareholders held on June 13, 2019, our shareholders approved the 2019 Plan.

Under the 2019 Plan, options, restricted shares

and RSUs may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of

our subsidiary.

Under the 2019 Plan, the plan administrator is authorized to grant options to acquire common shares, restricted shares

and RSUs in a number not exceeding 16% of the number common shares issued and outstanding immediately prior to the grant of such awards

on a fully diluted basis.

following table summarizes certain information regarding our equity compensation plans as of June 30, 2021:

of securities to be issued upon

exercise of outstanding options

Weighted-average

price of outstanding options

of securities remaining available for future issuance under equity compensation plans (2016 Plan and 2019 Plan)

compensation plan approved by security holders

Certain Relationships and Related Transactions and Director Independence.

for the arrangements described in Item 11, during fiscal years 2021 and 2020, we did not participate in any transaction, and we are not

currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of $120,000

or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge,

any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons

had, or will have, a direct or indirect material interest.

The Board has determined that

Doron Birger, Doron Shorrer, Maital Shemesh-Rasmussen, Mark Germain, Moria Kwiat, and Varda Shalev are “independent” directors,

as defined by the rules of the SEC and the Nasdaq rules and regulations.

Principal Accounting Fees and Services

The fees for services provided by Kost Forer

Gabbay & Kasierer, a member of Ernst & Young Global, to the Company in the last two fiscal years were as follows:

Twelve months ended on June 30,

fees for services provided by our independent registered public accounting firm to the Company and paid in the last two fiscal years

were as follows:

months ended on June 30,

Audit-Related Fees

All Other Fees

These fees were comprised

of (i) professional services rendered in connection with the audit of our consolidated financial statements for our Annual Report

on Form 10-K and internal control over financial reporting, (ii) the review of our quarterly consolidated financial statements

for our quarterly reports on Form 10-Q, (iii) audit services provided in connection with other regulatory or statutory fillings

and (iv) fees related to the offering we closed in April 2019 and with respect to the Sales Agreement.

These fees relate to our tax compliance and

tax advisory projects.

All Other Fees .

These fees were comprised of fees related

to assistance in preparation of IIA as well as other grant applications.

SEC rules require that before Kost Forer

Gabbay & Kasierer, a member of Ernst & Young Global, is engaged by us to render any auditing or permitted non-audit related

service, the engagement be:

pre-approved by our Audit Committee;

entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided the policies and

procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures

do not include delegation of the Audit Committee’s responsibilities to management.

The Audit Committee pre-approves all services

provided by our independent registered public accounting firm.

All of the above services and fees were reviewed and approved by

the Audit Committee before the services were rendered.

The Audit Committee has considered the nature

and amount of fees billed by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, and believes that the provision

of services for activities unrelated to the audit is compatible with maintaining Kost Forer Gabbay & Kasierer’s independence.

Composite Copy of the Company’s Articles of Incorporation as amended on July 2, 2020 (incorporated by reference to Exhibit 4.1 of our registration statement on Form S-3 filed on July 16, 2020).

Composite Copy (marked) of the Company’s Articles of Incorporation as amended on July 2, 2020 (incorporated by reference to Exhibit 4.2 of our registration statement on Form S-3 filed on July 16, 2020).

Amended and Restated By-laws

as amended on September 10, 2020.

Amended and Restated By-laws as

amended on September 10, 2020 (marked).

Form of Common Stock Purchase Warrant dated January 25, 2017 (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on January 20, 2017).

Form of Common Stock Purchase Warrant dated April 2019 (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on April 5, 2019).

Description of Securities.

Summary of Lease Agreement dated January 22, 2003, by and between Pluristem Ltd.

and MTM –

Scientific Industries Center Haifa Ltd., as supplemented on December 11, 2005, June 12, 2007 and July 19, 2011 (incorporated by reference to Exhibit 10.2 of our annual report on Form 10-K filed September 12, 2011).

Summary of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM –

Scientific Industries Center Haifa Ltd dated July 31, 2012 (incorporated by reference to Exhibit 10.3 of our annual report on Form 10-K filed on September 11, 2013).

Summary of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM –

Scientific Industries Center Haifa Ltd dated December 31, 2012 (incorporated by reference to Exhibit 10.4 of our annual report on Form 10-K filed on September 11, 2013).

Summary of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM –

Scientific Industries Center Haifa Ltd dated February 3, 2015 (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on May 6, 2015).

Assignment Agreement dated May 15, 2007 between Pluristem Therapeutics Inc.

and each of Technion Research and Development Foundation Ltd., Shai Meretzki, Dr.

These fees were comprised of (i) professional services rendered in connection with the audit of our consolidated financial

statements for our Annual Report on Form 10-K, (ii) the review of our quarterly consolidated financial statements for our quarterly reports

on Form 10-Q, (iii) audit services provided in connection with other regulatory or statutory filings.

These fees relate to our tax compliance and tax advisory projects.

These fees were comprised of fees related to assistance in preparation of IIA as well as other grant applications.

rules require that before the independent registered public accounting firm are engaged by us to render any auditing or permitted

non-audit related service, the engagement be:

by our Audit Committee;

into pursuant to pre-approval policies and procedures established by the Audit Committee,

provided the policies and procedures are detailed as to the particular service, the Audit

Committee is informed of each service, and such policies and procedures do not include delegation

of the Audit Committee’s responsibilities to management.

Audit Committee pre-approves all services provided by our independent registered public accounting firm.

All of the above services and

fees were reviewed and approved by the Audit Committee before the services were rendered.

March 25, 2021, our Audit Committee dismissed Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent

registered public accounting firm, effective after their completion of the review of the Company’s consolidated financial statements

for the three months ending March 31, 2021.

In addition, on March 25, 2021, our Audit Committee appointed Kesselman & Kesselman,

Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, or PWC, as our independent registered

public accounting firm for the fiscal year ending June 30, 2021, whose appointment took place upon the dismissal of our former auditors.

Audit Committee has considered the nature and amount of fees billed by Kost Forer Gabbay & Kasierer, a member of Ernst & Young

Global, and Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited,

and believes that the provision of services for activities unrelated to the audit was compatible with maintaining Kost Forer Gabbay &

Kasierer’s independence and it is compatible with maintaining Kesselman & Kesselman’s, Certified Public Accountants (Isr.),

a member firm of PricewaterhouseCoopers International Limited, independence.

As of June 30, 2021, we have

accrued approximately $70,000 for the annual audit fees for the Fiscal Year ended June 30,2021, which we expect to pay PWC during fiscal

Copy of the Company’s Articles of Incorporation as amended on July 2, 2020 (incorporated by reference to Exhibit 4.1 of our

registration statement on Form S-3 filed on July 16, 2020).

Copy (marked) of the Company’s Articles of Incorporation as amended on July 2, 2020 (incorporated by reference to Exhibit 4.2

of our registration statement on Form S-3 filed on July 16, 2020).

and Restated By-laws as amended on September 10, 2020 (incorporated by reference to Exhibit 3.3 of our annual report on Form

10-K filed on September 10, 2020).

of Common Share Purchase Warrant dated January 25, 2017 (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K

filed on January 20, 2017).

of Common Share Purchase Warrant dated April 2019 (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed

on April 5, 2019).

of Securities (incorporated by reference to Exhibit 4.3 of our annual report on Form 10-K filed on September 10, 2020).

of Lease Agreement dated January 22, 2003, by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd.,

as supplemented on December 11, 2005, June 12, 2007 and July 19, 2011 (incorporated by reference to Exhibit 10.2 of our annual report

on Form 10-K filed September 12, 2011).

of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd dated July

31, 2012 (incorporated by reference to Exhibit 10.3 of our annual report on Form 10-K filed on September 11, 2013).

of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd dated December

31, 2012 (incorporated by reference to Exhibit 10.4 of our annual report on Form 10-K filed on September 11, 2013).

of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd dated February

3, 2015 (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on May 6, 2015).

Agreement dated May 15, 2007 between Pluristem Therapeutics Inc.

and each of Technion Research and Development Foundation Ltd., Shai

Meretzki, Dr.

Shoshana Merchav (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on May 24, 2007).

Assignment Agreement dated May 15, 2007 between Pluristem Therapeutics Inc.

Agreement dated May 15, 2007 between Pluristem Therapeutics Inc.

and Yeda Research and Development Ltd.

(incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on May 24, 2007).

Exclusive License and Commercialization Agreement dated June 26, 2013, between Pluristem Ltd.

and CHA (incorporated by reference to Exhibit 10.8 of our annual report on Form 10-K filed on September 11, 2013).

Summary of Directors’

Ongoing Compensation.

(incorporated by reference

to Exhibit 10.2 of our current report on Form 8-K filed on May 24, 2007).

License and Commercialization Agreement dated June 26, 2013, between Pluristem Ltd.

and CHA (incorporated by reference to Exhibit

10.8 of our annual report on Form 10-K filed on September 11, 2013).

of Directors’ Ongoing Compensation (incorporated by reference to Exhibit 10.8 of our annual report on Form 10-K filed on September

of Indemnification Agreement between Pluristem Therapeutics Inc.

and each of our directors and officers (incorporated by reference

to Exhibit 10.1 of our quarterly report on Form 10-Q filed on February 8, 2021).

Equity Compensation Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 4, 2016).

Form of Stock Option Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.17 of our annual report on Form 10-K filed on September 7, 2016).

Form of Restricted Stock Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.18 of our annual report on Form 10-K filed on September 7, 2016).

Form of Restricted Stock Agreement (Israeli directors and officers) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.19 of our annual report on Form 10-K filed on September 7, 2016).

of Share Option Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.17 of our annual report

on Form 10-K filed on September 7, 2016).

of Restricted Share Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.18 of our annual report

on Form 10-K filed on September 7, 2016).

of Restricted Share Agreement (Israeli directors and officers) under the 2016 Equity Compensation Plan (incorporated by reference

to Exhibit 10.19 of our annual report on Form 10-K filed on September 7, 2016).

Equity Compensation Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 25, 2019).

Form of Stock Option Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.19 of our annual report on Form 10-K filed on September 12, 2019).

Form of Restricted Stock Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report on Form 10-K filed on September 12, 2019).

of Restricted Stock Agreement (Israeli directors and officers) under the 2019 Equity Compensation Plan (incorporated by

reference to Exhibit 10.21 of our annual report on Form 10-K filed on September 12, 2019).

Amended and Restated Consulting Agreement between Pluristem Ltd.

of Share Option Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.19 of our annual report

on Form 10-K filed on September 12, 2019).

of Restricted Share Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report

on Form 10-K filed on September 12, 2019).

of Restricted Share Agreement (Israeli directors and officers) under the 2019 Equity Compensation Plan (incorporated by reference

to Exhibit 10.21 of our annual report on Form 10-K filed on September 12, 2019).

of Restricted Stock Unit Agreement (executive officers) under the 2019 Equity Compensation Plan.

Form of Restricted Stock Unit Agreement (directors) under the 2019 Equity Compensation Plan.

Form of Restricted Stock Unit Agreement (employees) under the 2019 Equity Compensation Plan.

and Restated Consulting Agreement between Pluristem Ltd.

and Rose High Tech Ltd.

dated September 10, 2020.

Amended and Restated Employment Agreement between Pluristem Ltd.

dated September 10, 2020 (incorporated by reference

to Exhibit 10.17 of our annual report on Form 10-K filed on September 10, 2020).

and Restated Employment Agreement between Pluristem Ltd.

and Yaky Yanay dated September 10, 2020 (incorporated by reference to Exhibit

10.18 of our annual report on Form 10-K filed on September 10, 2020).

and Restated Employment Agreement between Pluristem Ltd.

and Chen Franco-Yehuda dated September 10, 2020 (incorporated by reference

to Exhibit 10.19 of our annual report on Form 10-K filed on September 10, 2020).

Contract between the European Investment Bank, as Lender, and Pluristem GmBH, as borrower, and Pluristem Therapeutics Inc.

and Pluristem

Ltd., as Original Guarantors, dated April 29, 2020 (incorporated by reference to Exhibit 10.21 of our annual report on Form 10-K

filed on September 10, 2020).

Agreement by and among the European Investment Bank, Pluristem Therapeutics, Inc.

and Pluristem GmbH, dated September 30, 2020 (incorporated

by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on November 5, 2020).

Agreement by and among the European Investment Bank, Pluristem Ltd.

and Pluristem GmbH dated, September 30, 2020 (incorporated by

reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on November 5, 2020).

Market Sales Agreement, dated July 16, 2020, between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.2 of our

registration statement on Form S-3 filed on July 16, 2020).

Letter agreement by and between Pluristem Ltd.

and Rose High Tech Ltd., dated September 13, 2021.

Letter agreement by and between Pluristem Ltd.

and Yaky Yanay, dated September 13, 2021.

Amended and Restated Employment Agreement between Pluristem Ltd.

Letter agreement by and between Pluristem Ltd.

and Chen Franco-Yehuda, dated September 13, 2021.

Finance Contract between the European Investment Bank, as Lender, and Pluristem GmBH, as borrower, and Pluristem Therapeutics Inc.

and Pluristem Ltd., as Original Guarantors, dated April 29, 2020.

Open Market Sales Agreement, dated July 16, 2020, between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.2 of our registration statement on Form S-3 filed on July 16, 2020).

List of Subsidiaries of the Company.

of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of our annual report on Form 10-K filed on September 10,

Consent of Kost Forer Gabbay & Kasierer, A member of Ernst & Young Global.

Consent of Kesselman & Kesselman, Independent Registered Public Accounting Firm.

Certification pursuant to Rule 13a-14(a)/15d-14(a) of Yaky Yanay.

4 unchanged sentences

Section 1350 of Chen Franco-Yehuda.

The following materials from our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 formatted in XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements, tagged as blocks of text and in detail.

* Filed herewith.

** Furnished herewith.

+ Management contract or compensation plan.

^ Certain identified information in the exhibit has been

excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to Pluristem if publicly

The following materials

from our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 formatted in XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive

Loss, (iv) the Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated

Financial Statements, tagged as blocks of text and in detail.

contract or compensation plan.

identified information in the exhibit has been excluded from the exhibit because it is both

(i) not material and (ii) would likely cause competitive harm to Pluristem if publicly disclosed.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Pluristem Therapeutics Inc.

/s/ Yaky Yanay

Yaky Yanay, Chief Executive Officer and President

Yaky Yanay, Chief Executive

September 13, 2021

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the

dates indicated.

/s/ Yaky Yanay

Yaky Yanay, Chief Executive Officer, President and Director

Pursuant to the

requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

Yaky Yanay, Chief Executive Officer, President and

(Principal Executive Officer)

September 13, 2021

/s/ Chen Franco-Yehuda

Chen Franco-Yehuda

Chen Franco-Yehuda, Chief Financial Officer

1 unchanged sentence

September 13, 2021

/s/ Zami Aberman

Zami Aberman, Executive Chairman of the Board of Directors

September 10, 2020

/s/ Isaac Braun

Isaac Braun, Director

September 10, 2020

Doron Birger, Director

/s/ Mark Germain

Mark Germain, Director

September 10, 2020

/s/ Moria Kwiat

Moria Kwiat, Director

Levi, Director

September 13, 2021

Varda Shalev, Director

September 13, 2021

/s/ Maital Shemesh-Rasmussen

Maital Shemesh-Rasmussen, Director

September 13, 2021

/s/ Doron Shorrer

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures