Item 1A. Risk Factors
Item 1A. Risk Factors.
In
addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item
1A. Risk Factors” in our 2022 Annual Report, which could materially affect our business, financial condition or future results.
We could fail to maintain the listing
of our common shares on Nasdaq, which could harm the liquidity of our shares and our ability to raise capital or complete a strategic
transaction.
On
October 12, 2022, we received a letter, or Notice, from The Nasdaq Stock Market, or
Nasdaq, advising us that for 30 consecutive trading days preceding the date of the Notice, the bid price of our common shares had closed
below the $1.00 per share minimum required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1)
the “Minimum Bid Price Requirement”, or MBPR. The Notice has no effect on the listing of our common shares at this time, and
our common shares continue to trade on Nasdaq under the symbol “PLUR.”
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Under
Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar day period following the date of the Notice the closing bid price of our
common shares is at or above $1.00 for a minimum of 10 consecutive business days, we will regain compliance with the MBPR and our common
shares will continue to be eligible for listing on Nasdaq, absent noncompliance with any other requirement for continued listing. The
compliance period, or Compliance Period, to comply with the MBPR will expire on April 10, 2023.
If
we do not regain compliance with the MBPR by the end of the Compliance Period, then under Nasdaq Listing Rule 5810(c)(3)(A)(i) we may
transfer to The Nasdaq Capital Market, provided that we meet the applicable market value of publicly held shares requirement for continued
listing as well as all other standards for initial listing of our common shares on the Nasdaq Capital Market (other than the MBPR) and
notify Nasdaq of our intention to cure the deficiency. Following a transfer to The Nasdaq Capital Market, we may be afforded an additional 180-days to
regain compliance with the MBPR.
As
of the date of this filing, our common shares are trading below $1.00 per share. If we do not regain compliance with the MBPR by
the end of the Compliance Period (or the Compliance Period as may be extended) our common shares will be subject to delisting. A delisting
from Nasdaq would likely result in a reduction in some or all of the following, each of which could have a material adverse effect on
shareholders:
●
the liquidity of our common shares;
●
the market price of our common shares;
●
the availability of information concerning the trading prices and volume of our common shares;
●
our ability to obtain financing or complete a strategic transaction;
●
the number of institutional and other investors that will consider investing in our common shares; and
●
the number of market markers or broker-dealers for our common shares.
We intend
to monitor the closing bid price of our common shares and may, if appropriate, consider implementing available options to regain compliance
with the MBPR under the Nasdaq Listing Rules, including initiating a reverse stock split.
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PART II—OTHER
INFORMATION
Item 6.
Exhibits.
31.1*
Rule 13a-14(a) Certification of Chief Executive Officer.
31.2*
Rule 13a-14(a) Certification of Chief Financial Officer.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101*
The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Operations, (iii) the Interim Condensed Statements of Changes in Shareholders’ Equity, (iv) the Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.
104*
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith.
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SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PLURI INC.
By:
/s/ Yaky Yanay
Yaky Yanay, Chief Executive Officer and President
(Principal Executive Officer)
Date:
November 10, 2022
By:
/s/ Chen Franco-Yehuda
Chen Franco-Yehuda, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date:
November 10, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.