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 the Nasdaq Global Market, which could harm the liquidity of our shares and our ability to raise capital
or complete a strategic transaction.
On April 19, 2023, 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), 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.”
Under Nasdaq Listing Rule
5810(c)(3)(A), if during the 180 calendar days 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 October 16, 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.
29
PART II—OTHER
INFORMATION
Item 6.
Exhibits.
3.1*
Composite Copy of
the Company’s Articles of Incorporation as amended on May 1, 2023.
3.2*
Composite Copy (marked)
of the Company’s Articles of Incorporation as amended on May 1, 2023.
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 March 31, 2023 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.
30
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:
May 9, 2023
By:
/s/ Chen Franco-Yehuda
Chen Franco-Yehuda, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date:
May 9, 2023
31
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.