What changed in this filing

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Item 9A. Controls and Procedures

2022-09-21 compared with 2021-09-13 · 539 added, 854 removed, 248 unchanged (85% of the section changed)

Controls and Procedures.

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

Act) as of June 30, 2021.

Based on the aforementioned evaluation, management has concluded that our disclosure controls and procedures

were effective as of June 30, 2021.

Annual Report on Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

We 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 Act) as of June

Based on the aforementioned evaluation, management has concluded that our disclosure controls and procedures were effective

as of June 30, 2022.

Management’s Annual Report on Internal Control over Financial

Our management is responsible

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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.

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, 2022.

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 Framework .

Based on that assessment under those criteria, management has determined that, as of June 30, 2022, 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 2022 that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

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

Disclosure Regarding

Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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

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

July 15, 2021

Maital Shemesh-Rasmussen

Doron Shorrer

October 2, 2003

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.

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 Chairman since January 2022, as Executive Chairman from June 2019 until December 2021,

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.

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.

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

April 2006, as Chairman of the Board.

He has 40 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.

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

Prior to holding those positions, Mr.

Aberman served as the President and CEO of

Elbit Vision System Ltd.

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

Aberman served as the President and CEO of Elbit Vision System Ltd.

(EVSNF.OB), now

part of the USTER Group, 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.

He also served

as Chairman of Display Inspection Systems Inc., specializing in laser based inspection machines and as President and CEO of Robomatix

Technologies Ltd.

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 as Chairman

of Display Inspection Systems Inc., specializing in laser-based inspection machines and as President and CEO of Robomatix Technologies

Aberman was awarded

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in Mechanical Engineering

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 Ben Gurion University in Israel.

We believe that Mr.

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 Pluri 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

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.

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 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.

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.

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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.

We believe that Mr.

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.

Chen Franco-Yehuda

Franco-Yehuda was appointed as CFO, Treasurer, and Secretary of

Pluri, effective as of March 17, 2019.

She is responsible for managing financial and corporate strategy, and is also in charge of the

finance, IT, investor relations, PR and legal departments.

Prior to being appointed as our CFO, Ms.

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 also serves as a member of the board of directors of Brenmiller Energy Ltd.

since August 2022 and a director at Plurinuva Ltd.

since February 2022.

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.

Birger became a

director of the Company in July 2021.

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

since June 2014, as chairman of the board of directors of Nurami Medical Ltd., or Nurami, from April 2016 to March 2022, and is

currently a director of Nurami, 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

INTL) from April 2021 until April 2022,

Matricelf Ltd.

(TASE:MTLF ) from December 2020, Galooli from September 21 and as a director of IceCure Medical Ltd.

since August 2012, Vibrant Ltd.

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.

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

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 Ltd.

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.

August 2009 to June 2019, Highcon Ltd.

from November 2014 to January 2018, Magisto Ltd.

from September 2009 to July 2019, Real

from November 2018 to April 2019 and Medigus Ltd.

(Nasdaq and TASE:

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.

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

We believe that Mr.

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.

Levi became a director

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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.

Science from The Hebrew University of Jerusalem.

We believe that Mr.

qualifications to sit on our Board include his experience in strategic planning, business development and activities in the government

Professor Shalev became a

director of the Company in July 2021.

Professor Shalev 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

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.

from May 2020.

Professor Shalev established the Department of

Medical Informatics at Maccabi Health Care and was responsible for planning and developing its computerized medical systems.

She has pioneered

the development of multiple disease registries to support chronic disease management.

She also served as the director of primary care

division at Maccabi Health Care from October 2013 to June 2015 and as the Founder and 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.

Professor 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.

We believe that Prof.

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

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JPMorgan Chase Bank from 2002 until 2007.

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

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

We believe that Ms.

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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.

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

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.

Prior to serving in these positions, Mr.

Shorrer held senior positions that included Arbitrator at the

Claims Resolution Tribunal for Dormant Accounts in Switzerland;

Economic and Financial Advisor, Commissioner of Insurance and Capital

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);

General Director of the Ministry of Transport;

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.

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,

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.

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

Audit Committee and Audit Committee Financial Expert

Until June 2021, the members

of our Audit Committee were Mr.

Doron Shorrer, Mr.

Doron Birger and Ms.

Maital Shemesh-Rasmussen.

Shorrer was not re-nominated as

a director for the 2022 annual meeting of shareholders, held on June 21, 2022, or the 2022 Annual Meeting, and his membership on the Board

and Audit Committee terminated on June 21, 2022.

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.

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

www.pluristem.com.

As a result of the vacancy, the Board appointed Mrs.

Varda Shalev to serve on the Audit

Committee in place of Mr.

Birger 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.

Birger is an Audit Committee financial expert.

The Audit Committee operates under a written charter that is posted

on our website at www.pluri-biotech.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,

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 firm;

Assisting 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.

Our Audit Committee held seven meetings from during Fiscal Year 2022.

Compensation Committee

Until June 23, 2022, the members

of our Compensation Committee were Doron Shorrer and Moria Kwiat.

Shorrer and Mrs.

Kwiat were not re-nominated as a director for the

2022 Annual Meeting, and their membership on the Board and Compensation Committee terminated as of June 23, 2022.

As a result of the vacancies,

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.

Maital Shemesh-Rasmussen and Ms.

Varda Shalev to serve on the Compensation Committee.

Shemesh-Rasmussen is

the Chairman of 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.pluri-biotech.com.

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

The primary responsibilities of our Nominating

Committee include:

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.

The primary responsibilities of our Compensation 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 officers;

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 eight meetings during Fiscal Year 2022.

Nominating Committee

The members of our Nominating

Committee are Rami Levi and Maital Shemesh-Rasmussen.

Levi is the Chairman of the Nominating Committee.

The 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.pluri-biotech.com.

The information on

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

The primary responsibilities of our Nominating Committee include:

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 shareholders;

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 shareholders and for filling vacancies on the Board that may occur between annual meetings of the shareholders.

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 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

8 unchanged sentences

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, 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.

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, 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’

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.pluri-biotech.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

Section 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.

We 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, other than the Form 4s filed on July

26, 2021 by Doron Birger and Varda Shalev, which were each filed one week late.

Compensation.

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;

(ii) performance-based bonuses;

(iii) long-term equity incentive compensation

in the form of RSU awards;

and (iv) benefits and perquisites.

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

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.

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.

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

Summary 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.

the particulars of compensation owed to our CEO and two other most highly compensated executive officers, or our named executive officers,

for the fiscal years ended June 30, 2022 and 2021.

We do not currently have any other executive officers.

Name and Principal Position

Executive Chairman

Compensation ($) (3)

Chen Franco-Yehuda

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

Aberman served as our Executive Chairman until January 2022.

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

Amounts paid for Salary which were originally

4 unchanged sentences

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.

During October 2021, we paid Mr.

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.

Franco-Yehuda in cash the accrued bonuses for Fiscal Year 2021 in the amounts of $126,000 and $64,000 respectively.

Yanay and Ms.

Franco-Yehuda, we have accrued,

but have not yet paid, bonuses during Fiscal Year 2022 of $64,000 and $44,000 respectively, for certain target bonuses as a result of

the achievement of certain milestones that were defined by the Compensation Committee.

We expect to pay such bonuses during October 2022.

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.

The assumptions used in the calculations for these amounts for Fiscal Year 2021 are included in Note 9 to our audited consolidated financial statements for Fiscal Year 2022 and 2021 respectively, included elsewhere in this Annual Report (see also “Grants of Plan-Based Awards” table presented below).

Aberman was entitled to adjustment fees of NIS 1,515,600, out of which we paid NIS 1,477,350, during Fiscal Year 2022 and NIS 38,250 during Fiscal Year 2021, which amount to a total of approximately $500,000.

Includes $60,338 and $6,201 paid in cash to Mr.

Aberman as compensation for services as a director in fiscal year 2022 and 2021, 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.

In fiscal year 2022, also includes $103,330

paid in cash in lieu of accrued vacation days.

Includes $6,194 paid in cash to Mr.

Yanay as compensation for services

as a director in Fiscal Year 2021.

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.

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.

On February 26, 2022, the Subsidiary allocated

19,987 of its shares in Plurinuva to Mr.

Aberman pursuant to the terms of his consulting agreement.

The fair value recognized for these

shares was $705,000.

This column also includes costs in connection

with car and mobile phone expenses for Mr.

Aberman in the amount of $46,000 for Fiscal Year 2022.

On February 26, 2022, the Subsidiary allocated

19,987 of its shares in Plurinuva to Mr.

Yanay pursuant to the terms of his employment agreements.

The fair value recognized for these

shares was $705,000.

This column also includes costs in connection

with car and mobile phone expenses for Mr.

Yanay in the amount of $41,000 for Fiscal Year 2022.

We have also paid Mr.

Yanay the tax associated

with the company car benefit, which is grossed-up and is part of the amount in the “Salary” column.

On February 26, 2022, the Subsidiary allocated

6,562 of its shares in Plurinuva to Ms.

Franco-Yehuda pursuant to the terms of her employment agreements.

The fair value recognized for

these shares was $235,000.

This column also includes costs in connection

with a company car or car expenses reimbursement and mobile phone expenses for Ms.

Franco-Yehuda in the amount of $19,000 for Fiscal Year

Employment and Consulting Agreements

During Fiscal Year 2022, we

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

Aberman served as our Executive Chairman until

December 31, 2021, and on January 1, 2022, we entered into a new consulting agreement, or the New

Agreement, with Mr.

Aberman pursuant to which Mr.

Aberman serves as our Chairman of

the Board of Directors and currently receives a monthly consulting fee of NIS 30,500 (approximately

$9,400 per month).

On December 1, 2021, at the recommendation of our Compensation Committee,

our Board approved, effective as of January 1, 2022, a decrease to the monthly consulting fee of Mr.

Aberman from 142,500 to NIS 30,500 per month.

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, to the extent entered

into prior to December 31, 2022.

Aberman is also entitled to a monthly car expenses reimbursement of NIS 4,000.

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’s monthly salary is NIS 99,000, approximately $30,000 per month.

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

Furthermore, Mr.

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 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.

The Board 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.

Franco-Yehuda’s monthly salary is NIS 65,000.

Franco-Yehuda also receives cellular phone expense reimbursements and is entitled to car expense reimbursements or Company car 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.

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

Potential Payments Upon Termination

or Change-in-Control

We have no plans or arrangements

2 unchanged sentences

except for the following:

(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 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.

(i) i n the event of an immediate and unilateral termination

Aberman’s New Consulting Agreement by the Company, he will be entitled to receive one month of consulting fee in the

amount of NIS 30,500.

(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

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.

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.

Franco-Yehuda are entitled to acceleration of the vesting of their share options and RSUs 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 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

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.

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.

the acceleration mechanism detailed above does not apply to the 500,000 RSUs granted to each of our CEO and 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 following table displays

the value of what our CEO, Chairman and CFO would have received from us had their employment been terminated, or a change in control of

us happened on June 30, 2022.

Accelerated Vesting of RSUs (1)

1 unchanged sentence

$ 179,688 (2)

Terminated due to discharge of officer

Immediately terminated due to discharge of officer

$ 359,375 (3)

11 unchanged sentences

Terminated due to officer resignation

$ 169,290 (2)

Terminated due to discharge of officer

$ 338,580 (3)

Change in control

$ 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

Value shown represents the difference between the closing market price of our common shares on June 30, 2022, of $1.25 per share and the applicable exercise price of each grant.

Up 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.

All unvested RSUs issued under the applicable equity incentive plans vest upon an involuntary termination due to discharge, except for cause, excluding 500,000 RSUs granted on September 10, 2020, 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.

All 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 granted on September 10, 2020, 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.

Pursuant to his employment agreement, in case

of termination, Mr.

Yanay is entitled to adjustment fees of $255,000.

In addition, as of June 30, 2022 Mr.

Yanay is eligible to receive

severance payments of $306,000, out of which $266,000 have been accrued in his severance fund.

Therefore, 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, 2022, amounted to $40,000.

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

All unvested RSUs issued under the applicable equity incentive plans vest upon an involuntary termination due to discharge, except for cause, or upon a change in control.

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 share options, RSUs or restricted shares

at the discretion of our Board in the future.

Outstanding Equity Awards at the End of Fiscal Year 2022

The following table presents

6 unchanged sentences

Chen Franco-Yehuda

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.

500,000 RSUs granted on September 10 ,2020 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.

281,250 RSUs vest in 9 equal installments of 31,250 on September 10, 2022, 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.

6,250 RSUs vest in 2 equal installments of 3,125 on September 19, 2022, and every three months thereafter.

Incentive Plans-Awards in Last Fiscal Year

250 RSUs vest in 2 equal installments of 125 on September 19, 2022, and every three months thereafter.

1,500 RSUs vest in 3 equal installments of 500 on September 28, 2022, and every three months thereafter.

56,250 RSUs vest in 9 equal installments of 6,250 on September 10, 2022, and every three months thereafter.

Long-Term 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:

Director Compensation

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 2022, excluding Mr.

Aberman who served as Executive Chairman until December 31, 2021, and whose compensation is included

in the Summary Compensation Table above:

Fees Earned or Paid in Cash

Isaac Braun (2)

Rami Levi (3)

Doron Birger (3)

Varda Shalev (3)

Mark Germain (2)

Moria Kwiat (2)

Maital Shemesh-Rasmussen

Doron Shorrer (2)

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;

(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

Isaac Braun (1)

Maital Rasmussen

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 2022 included elsewhere in this Annual Report.

Effective as of June 21, 2022, as a result of the voting outcome from the 2022 Annual Meeting, these directors were not re-elected to the Company’s Board of Directors, and vacated their seats on the Board, and their respective committees, effective immediately.

Effective as of July 15, 2021, this director was appointed to serve on the Board.

Excluding VAT.

During 2022, we paid no bonuses

to the directors listed above.

As of June 30, 2022, we have

outstanding grants to our non-executive directors aggregating 343,991 RSUs of which 264,665 were exercisable or vested, as the case may

be, as follows:

restricted shares

Total unvested restricted shares and RSUs.

Mark Germain (1)

Moria Kwiat (1)

Maital Shemesh-Rasmussen

Doron Shorrer (1)

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.

(1) These directors were not re-elected

to the Company’s Board at the 2022 Annual Meeting.

For all directors, the vesting

5 unchanged sentences

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.

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 2022.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

7 unchanged sentences

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

Unless otherwise indicated,

the address of each person listed below is c/o Pluri Inc., MATAM Advanced Technology Park, Building No.

5, Haifa, Israel, 3508409.

Name of Beneficial Owner

Percentage of Shares Beneficially Owned

Directors and Named Executive Officers

Executive Chairman of the Board of Directors

CEO, President and Director

Chen Franco-Yehuda

Doron Shorrer

Maital Rasmussen

Maital Shemesh-Rasmussen

Chairman of the Board of Directors

Directors and Executive Officers as a group (7 persons)

1,503,046 (6)

5% Shareholders

Clover Wolf Capital – Limited Partnership

2,340,085 (7)

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 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.

Compensation Plan Information

Based on 32,620,343 Common Shares issued and outstanding as of September 15, 2022.

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.

Shares 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.

Includes a warrant to acquire up to 7,143 shares.

Includes a warrant to acquire up to 2,857 shares.

Includes a warrant to acquire up to 1,429 shares.

Includes a warrant to acquire up to 18,572 shares.

Based solely upon a Schedule 13G filed by Mr.

Slager, Regals Capital Management LP, or Regals Management, and Regals Fund LP, or Regals Fund, with the SEC on January 26, 2022.

Regals Fund directly owned 1,071,938 shares.

Regals Management, as the investment manager of Regals Fund, may be deemed to beneficially own the shares owned directly by Regals Fund.

Slager, as the managing member of the general partner of Regals Management, may be deemed to beneficially own the shares beneficially owned by Regals Management, in addition to the 613,100 shares he owns directly.

Equity Compensation Plan Information

At our annual meeting of our

13 unchanged sentences

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 following table summarizes

certain information regarding our equity compensation plans as of June 30, 2022:

Plan Category

available for

Equity compensation plan approved by security holders

Certain Relationships

and Related Transactions and Director Independence.

Except for the arrangements

described in Item 11, during fiscal years 2022 and 2021, 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

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,

Doron Birger, Rami Levi, Varda Shalev and Maital Shemesh-Rasmussen 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 our independent registered public

accounting firm to the Company in the last two fiscal years were as follows:

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, (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.

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.

Audit-Related Fees .

These fees were comprised of fees related to the annual comfort letter relating to our ATM Agreement.

relate to our tax compliance and tax advisory projects.

All Other Fees .

fees were comprised of (i) assistance in preparation of our periodical report to IIA, (ii) hours devoted to review the agreements of Plurinuva

its establishment , (iii) working hours devoted to the cyber-incident described in the risk factors contained elsewhere in this Annual

Report on Form 10-K.

SEC 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:

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.

As of June 30, 2022, 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

accrued approximately $86,000 for the annual Audit Fees for Fiscal Year 2022 and approximately $22,000 for Other Fees, which we expect

to pay PricewaterhouseCoopers during fiscal year 2023.

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 Merger between Pluristem Therapeutics Inc.

and Pluri Inc.

(incorporated by reference to Exhibit 3.1 of our current report

on Form 8-K filed on July 25, 2022).

of Common Share Purchase Warrant dated April 2019 (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed

6 unchanged sentences

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).

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).

31, 2021 (incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on February 7, 2022).

License and Commercialization Agreement dated June 26, 2013, between Pluristem Ltd.

8 unchanged sentences

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).

Form 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).

Form 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).

2019 Equity Compensation Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 25, 2019).

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 (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).

Form 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).

Form 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).

Form 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).

Form of Restricted Stock Unit Agreement (executive officers) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.18 of our annual report on Form 10-K filed on September 13, 2021).

Form of Restricted Stock Unit Agreement (directors) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.19 of our annual report on Form 10-K filed on September 13, 2021).

Form of Restricted Stock Unit Agreement (employees) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report on Form 10-K filed on September 13, 2021).

Consulting Agreement between Pluristem Ltd.

Zalman (Zami) Aberman dated J anuary 1, 2022 (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on J anuary 3, 2022).

Amended 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).

Amended 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).

Letter agreement by and between Pluristem Ltd.

and Chen Franco-Yehuda, dated September 13, 2021(incorporated by reference to Exhibit 10.30 of our annual report on Form 10-K filed on September 13, 2021).

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.

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).

Guarantee 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).

Guarantee 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).

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).

Letter agreement by and between Pluristem Ltd.

and Yaky Yanay, dated September 13, 2021.

and Rose High Tech Ltd., dated September 13, 2021 (incorporated by reference to Exhibit 10.28 of our annual report on Form 10-K filed on September 13, 2021).

Letter agreement by and between Pluristem Ltd.

and Chen Franco-Yehuda, dated September 13, 2021.

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.

and Yaky Yanay, dated September 13, 2021 (incorporated by reference to Exhibit 10.29 of our annual report on Form 10-K filed on September 13, 2021).

Consulting Agreement by and between Pluristem Ltd.

Zalman (Zami) Aberman, dated January 1, 2022 (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on January 3, 2022).

Share Purchase Agreement, dated January 5, 2022, by and among Tnuva Food-Tech Incubator (2019), Limited Partnership, Plurinuva Ltd.

and Pluri-Biotech Ltd.

(formerly Pluristem Ltd.) (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on May 9, 2022).

Technology License Agreement, dated January 5, 2022, by and between Pluri-Biotech Ltd.

(formerly Pluristem Ltd.) and Plurinuva Ltd.

(incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on May 9, 2022).

List of Subsidiaries of the Company.

Consent of Kesselman & Kesselman, Independent Registered Public Accounting Firm.

5 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, 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.

The following materials from our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 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.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

+ Management contract or compensation

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

the registrant if publicly disclosed.

The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the

SEC upon request.

FORM 10-K SUMMARY.

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

Pluristem Therapeutics Inc.

Yaky Yanay, Chief Executive

/s/ Yaky Yanay

Yaky Yanay, Chief Executive Officer

September 21, 2022

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

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

(Principal Executive Officer)

September 21, 2022

Chen Franco-Yehuda

/s/ Chen Franco-Yehuda

Chen Franco-Yehuda, Chief Financial Officer

1 unchanged sentence

September 21, 2022

Zami Aberman, Executive Chairman of the Board of Directors

/s/ Zami Aberman

Zami Aberman, Chairman of the Board of Directors

September 21, 2022

/s/ Doron Birger

Doron Birger, Director

/s/ Mark Germain

Mark Germain, Director

Moria Kwiat, Director

Levi, Director

September 21, 2022

/s/ Rami Levi

Rami Levi, Director

September 21, 2022

Varda Shalev, Director

3 unchanged sentences

September 21, 2022

/s/ Doron Shorrer

Doron Shorrer, Director

September 13, 2021

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