What changed in this filing

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Item 9A. Controls and Procedures

2023-09-12 compared with 2022-09-21 · 448 added, 367 removed, 420 unchanged (66% of the section changed)

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of our internal control over financial reporting on June 30, 2023.

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 .

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, 2023, our internal control over financial

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OTHER INFORMATION.

Disclosure Regarding

Foreign Jurisdictions that Prevent Inspections.

On September 7, 2023, we provided

a formal notice of termination of the ATM Agreement with Jefferies, which took effect on September 8, 2023.

During the three months ended June 30, 2023, no

director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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Date First Elected or Appointed

June 23, 2019

Chief Executive Officer

1 unchanged sentence

February 2015

June 23, 2019

Chen Franco-Yehuda

Chief Financial Officer, Treasurer and Secretary

March 14, 2019

July 15, 2021

Maital Shemesh-Rasmussen

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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.

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.

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.

When he joined the Company, he changed the Company’s strategy towards cellular therapeutics.

Aberman’s vision to use the maternal section of the placenta (Decidua) as a source for cell therapy, combined with the Company’s

3D culturing technology, led to the development of our products.

Since November 2005, Mr.

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

April 2006, as Chairman of the Board.

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.

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

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.

high-tech global companies in the fields of automatic optical inspection, network security, video over IP, software, chip design and

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

He previously served as the chairman of VLScom

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

involved in data management.

Prior to holding those positions, Mr.

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

(EVSNF.OB), now

part of the USTER Group, a company engaged in automatic optical inspection.

(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

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 was awarded

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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.

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

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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.

umbrella organization representing Israel’s high tech and life science industries and since August 2012 has continually served

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

Prior to joining the Company, Mr.

Yanay founded and served as

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

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 founded and served

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

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

Prior to these positions,

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

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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.

Franco-Yehuda was appointed

as CFO, Treasurer, and Secretary of Pluri, effective in March 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

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

BNRG) since August 2022 and a director at Ever After Foods 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.

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

Lorne Abony became a director

of the Company in July, 2023.

Abony, is an experienced entrepreneur who has decades of experience building and scaling multi-billion-dollar

global businesses – both public and private companies – across multiple industries.

He has served as a member of the board

of directors of Yooma Wellness Inc.

YOOM), a company that markets, distributes and sells “wellness” products, including

hemp seed oil and hemp-derived and cannabinoid products, since June 2020, of Einride AB, a freight technology company, since December

2021, of Amy Insights Inc., a company that simplifies sales performance tracking, since August 2022, and of VitroLabs Inc., a company

that manufactures leather using stem cell-based technologies, since June 2023.

Abony previously served as a member of the board of

directors of Emmac Life Sciences Ltd., a medicinal cannabis company, from February 2018 to March 2021.

Abony received his undergraduate

degree magna cum laude from McGill University and after graduating from the University of Windsor law school in 1994 with an LL.B and

the University of Detroit Mercy with a J.D.

(Juris Doctor), he practiced corporate and securities law at a large Toronto law firm.

Abony subsequently earned his MBA from Columbia Business School and embarked upon his successful and continuing entrepreneurial career.

We believe that Mr.

qualifications to sit on our Board include his experience in building and scaling global businesses, vast experience in capital markets

and strategic planning, and his experience in the cellular agriculture and cultivated food sectors.

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.

2014 and as interim CEO from July 2022, 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 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:

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.

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

ICCM) since August 2012, Vibrant Ltd.

since December 2014 until March 2023, 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 until March 2023, 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.

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.

August 2009 to June 2019, Highcon Ltd.

from June 2012 to June 2019, MST Medical Surgical Technologies

from August 2009 to June 2019, Highcon Ltd.

from November 2014 to January 2018, Magisto Ltd.

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MDGS) from May 2015 to September 2018.

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

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

We believe that Mr.

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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.

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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between 2018 and 2020.

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

where she focused on marketing and business development.

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

Development in the Oracle Digital Health Innovation Unit.

Between 2016 and 2018, she was a consultant to Fitango Health, Inc.

where she focused on marketing and business

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

and Business Development in the Oracle Digital Health Innovation Unit.

Prior to these positions, Ms.

Shemesh-Rasmussen served as Vice President at

JPMorgan Chase Bank from 2002 until 2007.

Shemesh-Rasmussen was the founder

and president of Rasmussen Communication, Inc.

In addition, Ms.

Shemesh-Rasmussen served as Vice President at JPMorgan Chase Bank from

2002 until 2007.

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

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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.

Until April 27, 2023, the

members of our Audit Committee were Mr.

Doron Birger, Mrs.

Varda Shalev 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.

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

Varda Shalev to serve on the Audit

Varda Shalev was not re-nominated

as a director for the 2023 annual meeting of shareholders, held on April 27, 2023, or the 2023 Annual Meeting, and her membership on the

Board and Audit Committee terminated on April 27, 2023.

Immediately following the vacancy, the Board appointed Mr.

Rami Levy to serve

on the Audit Committee.

Following his appointment to the Board in July 2023, the Board appointed Mr.

Lorne Abony 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.

Levy as of July 11, 2023.

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.

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.

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

The primary responsibilities of our Audit Committee include:

● Appointing, compensating and

retaining our registered independent public accounting firm;

● Overseeing the work performed

by any outside accounting 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 six meetings during fiscal year 2023.

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.

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 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.

Until April 27, 2023, the

members of our Compensation Committee were Mr.

Rami Levi, Mrs.

Maital Shemesh-Rasmussen and Mrs.

Varda Shalev.

Varda Shalev was not

re-nominated as a director for the 2023 annual meeting of shareholders, held on April 27, 2023, and her membership on the Board and Compensation

Committee terminated as of April 27, 2023.

Immediately following the vacancy, the Board appointed Mr.

Doron Birger to serve on the Compensation

Following his appointment to the Board in July 2023, the Board appointed Mr.

Lorne Abony to serve on the Compensation Committee

in place of Mr.

Birger as of July 11, 2023.

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.

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

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.

held five meetings during fiscal year 2023.

Nominating Committee

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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 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.

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

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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 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

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recommendations from shareholders for Board nominees.

All of the nominees for election at the 2022 Meeting were current members of our

Board, at that time.

All of the nominees for election at the 2023 meeting of shareholders were current

members of our Board, at that time.

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.

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

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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.

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The following table shows

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.

the compensation owed to our CEO and our CFO, or our named executive officers, for the fiscal years ended June 30, 2023 and 2022.

do not currently have any other executive officers.

Name and Principal Position

Compensation ($) (3)

2,169,642 (5)

Chen Franco-Yehuda

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.

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

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The salaries of Mr.

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

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

During October 2021, we paid Mr.

Yanay and Ms.

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

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

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

Yanay and 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.

Franco-Yehuda,

we have accrued, but have not yet paid, bonuses during fiscal year 2023 of $128,058 and $66,062 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 by

November 2023.

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 for fiscal year 2023 are included in Note 9 to our audited consolidated financial statements for fiscal year 2023 and 2022 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.

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.

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 December 14, 2022, Mr.

Yanay, agreed to forgo,

starting January 1, 2023, $375,000 of his annual cash salary for the next twelve months in return for equity grants, issuable under our

existing equity compensation plans.

In that regard, we granted Mr.

Yanay (i) 334,821 RSUs, vesting ratably each month, and (ii) options

to purchase 334,821 common shares, vesting ratably each month, with a term of 3 years, at an exercise price of $1.12 per share.

the Board of Directors also agreed to grant Mr.

Yanay options to purchase 1,500,000 common shares, with a term of 3 years, with the following

(i) options to purchase 500,000 common shares at an exercise price of $1.56 per share, 50% vesting on June 30, 2023 and 50% vesting

on December 31, 2023, (ii) options to purchase 500,000 common shares at an exercise price of $2.08 per share, 50% vesting on June 30,

2023 and 50% vesting on December 31, 2023, and (iii) options to purchase 500,000 common shares at an exercise price of $2.60 per share,

50% vesting on June 30, 2023 and 50% vesting on December 31, 2023.

All options were granted in January 2023 and will expire on April 27,

Includes costs in connection with car and mobile phone expenses for Mr.

Yanay for fiscal year 2023.

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.

Includes costs in connection with a company car or car expenses reimbursement and mobile phone expenses for Ms.

Franco-Yehuda for fiscal year 2023.

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.

19,987 of its shares in Ever After Foods to Mr.

Yanay pursuant to the terms of his employment agreement.

The fair value recognized for

these shares was $705,000.

This column also includes costs in connection

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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.

6,562 of its shares in Ever After Foods to Ms.

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

The fair value recognized

for these shares was $235,000.

This column also includes costs in connection

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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.

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

(a) Starting January 1, 2021, until December 31, 2022 Mr.

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

On December 14, 2022, Mr.

Yanay agreed to forgo, starting January 1, 2023,

$375,000 of his annual cash salary for the next twelve months in return for equity grants, issuable under our existing equity compensation

In that regard, we granted Mr.

Yanay (i) 334,821 RSUs, vesting ratably each month, and (ii) options to purchase 334,821 common

shares, vesting ratably each month, with a term of 3 years, at an exercise price of $1.12 per share.

In addition, the Board of Directors

also agreed to grant Mr.

Yanay options to purchase 1,500,000 common shares, with a term of 3 years, with the following terms:

to purchase 500,000 common shares at an exercise price of $1.56 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31,

2023, (ii) options to purchase 500,000 common shares at an exercise price of $2.08 per share, 50% vesting on June 30, 2023 and 50% vesting

on December 31, 2023, and (iii) options to purchase 500,000 common shares at an exercise price of $2.60 per share, 50% vesting on June

30, 2023 and 50% vesting on December 31, 2023.

All options were granted in January 2023 and will expire on April 27, 2026.

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.

The Board 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

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

Starting January 1, 2021, Ms.

(b) Starting January 1, 2021, Ms.

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.

Franco-Yehuda also receives cellular phone expense reimbursements and is entitled

to car expense reimbursements or Company car pursuant to the terms of her employment 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.

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except for the following:

(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

(i) 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

and (ii) 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

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In addition, Mr.

Yanay and Ms.

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.

Franco-Yehuda are entitled to acceleration of the vesting of their 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 agreements.

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 employment agreements.

In consideration with the

options and RSUs granted to Mr.

Yanay in the amount of 334,821 each with respect to his acceptance to forgo part of his salary on December

14, 2022 and the options granted to Mr.

Yanay in the amount of 1,500,000 as described above, the vesting of the options shall accelerate

in the following circumstances:

(i) in case of the termination by the Company of the optionee’s employment arrangement in the position

as CEO and President with the Company or any subsidiary, 100% of any unvested options;

and (ii) in the event of a Change of Control,

100% of any unvested options.

For clarification purposes,

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 acceleration mechanism detailed above does not apply to the 500,000 RSUs granted to our CEO 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.

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.

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

on June 30, 2023.

Accelerated Vesting of RSUs (1)

Terminated due to officer resignation

$ 179,688 (2)

Immediately terminated due to discharge of officer

$ 359,375 (3)

Change in control

$ 359,375 (4)

Accelerated Vesting of Options (8)

Terminated due to officer resignation

$ 547,332 (5)

$ 179,688 (2)

Terminated due to discharge of officer

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Terminated due to officer resignation

$ 105,405 (6)

Terminated due to discharge of officer

$ 105,405 (6)

Change in control

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.

Value shown represents the difference between the closing

market price of our common shares on June 30, 2023, of $0.77 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.

As of September 10, 2023, the conditions for vesting of the aforementioned

RSUs were not met and the RSUs expired.

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.

As of September 10, 2023, the conditions for vesting of the aforementioned RSUs were not met and the RSUs expired.

Pursuant to his employment agreement, in case

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Yanay’s eligibility to receive severance payment and the value of the fund, which as of June 30, 2023, amounted to $60,000.

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.

Pursuant to her employment agreement,

in case of termination, Ms.

Franco-Yehuda’s is entitled to adjustment fees of $105,405 and not eligible to receive severance payments

since she is subject to Section 14 of the Israeli Severance Pay Law, 1963 (“Severance Pay Law”).

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.

All unvested options 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

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at the discretion of our Board in the future.

Outstanding Equity Awards at the End of Fiscal Year 2022

Outstanding Equity Awards at the

End of Fiscal Year 2023

The following table presents

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

Number of shares that have not vested

Market value of shares that have not vested

of shares and options that have not vested

value of shares and options that have not vested

incentive plan awards:

Number of shares that have not vested

incentive plan awards:

Market value of shares that have not vested

Chen Franco-Yehuda

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.

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

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.

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.

As of September 10, 2023, the conditions for vesting of the aforementioned RSUs were not met

and the RSUs expired.

156,250 RSUs vest in 5 equal installments of 31,250 on

September 10, 2023, and every three months thereafter.

167,415 options vests in 6 equal installments of 27,901 on July 31,

2023, and every month thereafter, as part of his salary waiver as described above.

167,415 RSUs vest in 6 equal installments of 27,901 on

July 31, 2023, and every month thereafter, as part of his salary waiver as described above.

750,000 options vests in one installment on December 31,

31,250 RSUs vest in 5 equal installments of 6,250 on September

10, 2023, and every three months thereafter.

Long-Term Incentive Plans-Awards in Last Fiscal Year

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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

Doron Birger (3)

during fiscal year 2023:

Earned or Paid in Cash

Varda Shalev (1)

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 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.

Effective as of April 27, 2023, Ms.

Varda Shalev, the Board

and the Nominating Committee mutually agreed that Ms.

Shalev would not be re-nominated as a director nominee.

Such decision was not

due to any disagreement on any matter relating to the Company’s operations, policies or practices.

Excluding VAT.

During 2022, we paid no bonuses

to the directors listed above.

As of June 30, 2023, 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:

outstanding grants to our non-executive directors aggregating 1,579,915 RSUs of which 876,530 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)

Zami Aberman (1)

Maital Shemesh-Rasmussen

Doron Shorrer (1)

(1) These directors were not re-elected

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

Includes 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.

As of September 10, 2023, the conditions for vesting

of the aforementioned RSUs were not met and the RSUs expired.

For all directors, the vesting

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In addition, a change in control will result in the acceleration of 100% of any unvested award of our

Aberman serves as our

Chairman of the Board, and on January 1, 2023, we entered into a new consulting agreement, or the New Agreement, with Mr.

Aberman pursuant

Aberman currently receives a yearly gross amount of $116,000 plus VAT ($9,667 per month), payment will be made on a monthly

On February 13, 2023, at the recommendation of our Compensation Committee, our Board approved, effective as of January 1, 2023,

a new arrangement of consulting fee of Mr.

Aberman from NIS 30,500 per month to $116,000 per year.

All amounts that were paid, were paid

plus value added tax.

Aberman is also entitled, Subject to Board’s discretion, a special bonus payment of up to US$75,000 for

extraordinary performance, or special efforts devoted on behalf of the Company.

In addition, the Board of Directors or the Company’s

Compensation Committee may decide to grant the Consultant with other bonus at the Board discretion.

Aberman is also entitled to a

monthly car expenses reimbursement of NIS 4,000.

Other than as described above,

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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.

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 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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Unless otherwise indicated,

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

the address of Directors and Named Executive Officers listed below is c/o Pluri Inc., MATAM Advanced Technology Park, Building No.

Haifa, Israel, 3508409.

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CEO, President and Director

2,121,811 (2)

Chen Franco-Yehuda

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Directors and Executive Officers as a group (7 persons)

3 ,238,680 (5)

5% Shareholders

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.

2,305,877 (6)

3,599,621 (7)

* less than 1%

on 41,351,870 Common Shares issued and outstanding as of September 8, 2023.

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

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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 7,143

shares and options to acquire 1,029,010 shares.

Includes a warrant to acquire up to 7,143 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.

Includes options to acquire up to 25,000 shares.

Includes a warrant to acquire up to 14,286

shares and options to acquire up to 1,054,010 shares.

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 February 6, 2023.

Regals Fund directly owned 1,554,939 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.

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 750,938

shares he owns directly, not including 486,000 shares issuable upon the exercise of warrants which are subject to a blocker that prevents

the holder from exercising such warrants to the extent that, upon such exercise, the holder would beneficially own in excess

of 4.99% of the Common Shares outstanding.

The address of each of the entities and individual referenced in this footnote is c/o Regals

Capital Management LP, 152 West 57th Street, 9th Floor, New York, NY 10019.

Based solely upon a Schedule 13G filed by Shayna LP, with the SEC on

February 16, 2023.

Shayna directly owned 3,599,621 shares, not including 3,599,621 shares issuable upon the exercise of warrants which

are subject to a blocker that prevents the holder from exercising such warrants to the extent that, upon such exercise, the holder

would beneficially own in excess of 4.99% of the Common Shares outstanding.

The address of the entity referenced in this footnote is Shayna

LP, CO Services, P.O.

Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands.

Equity Compensation Plan Information

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Under the 2016 Plan, the plan administrator is authorized to grant awards to acquire common shares, restricted shares and RSUs, in each

calendar year, in a number not exceeding 2.75% of the number of our common shares issued and outstanding on a fully diluted basis on the

immediately preceding December 31.

calendar year, in a number not exceeding 2.75% of the number of our common shares issued and outstanding on a fully diluted basis on

the immediately preceding December 31.

In addition, at our annual

meeting of our shareholders held on June 13, 2019, our shareholders approved the 2019 Plan.

Under the 2019 Plan, options, restricted shares

and RSUs may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of

our subsidiary.

Under the 2019 Plan, options, restricted

shares and RSUs may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants

of our subsidiary.

Under the 2019 Plan, the plan administrator is authorized to grant options to acquire common shares, restricted shares

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The Board has determined that

Doron Birger, Rami Levi, Varda Shalev and Maital Shemesh-Rasmussen are “independent” directors, as defined by the rules of

Lorne Abony, Doron Birger, Rami Levi, and Maital Shemesh-Rasmussen are “independent” directors, as defined by the rules of

the SEC and the Nasdaq rules and regulations.

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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:

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

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Audit-Related Fees .

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

These fees were comprised of fees related to the consent relates to our Form S-3 filings.

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.

fees were comprised of assistance in preparation of our periodical reports to the IIA.

SEC rules require that before

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to pay PricewaterhouseCoopers during fiscal year 2024.

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).

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 Merger between Pluristem Therapeutics Inc.

Composite Copy of the Company’s Articles of Incorporation as amended on May 1, 2023 (incorporated by reference to Exhibit 3.1 of our quarterly report on Form 10-Q filed on May 9, 2023).

Amended 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).

Articles 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

on April 5, 2019).

of Securities (incorporated by reference to Exhibit 4.3 of our annual report on Form 10-K filed on September 10, 2020).

of Lease Agreement dated January 22, 2003, by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd.,

as supplemented on December 11, 2005, June 12, 2007 and July 19, 2011 (incorporated by reference to Exhibit 10.2 of our annual report

on Form 10-K filed September 12, 2011).

of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd dated December

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.

and CHA (incorporated by reference to Exhibit

10.8 of our annual report on Form 10-K filed on September 11, 2013).

of Directors’ Ongoing Compensation (incorporated by reference to Exhibit 10.8 of our annual report on Form 10-K filed on September

of Indemnification Agreement between Pluristem Therapeutics Inc.

and each of our directors and officers (incorporated by reference

to Exhibit 10.1 of our quarterly report on Form 10-Q filed on February 8, 2021).

(incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on July 25, 2022).

Form of Common Share Purchase Warrant dated April 2019 (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on April 5, 2019).

Description of Securities (incorporated by reference to Exhibit 4.3 of our annual report on Form 10-K filed on September 10, 2020).

Form of Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on December 19, 2022).

Summary of Lease Agreement dated January 22, 2003, by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd., as supplemented on December 11, 2005, June 12, 2007 and July 19, 2011 (incorporated by reference to Exhibit 10.2 of our annual report on Form 10-K filed September 12, 2011).

Summary of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd dated December 31, 2021 (incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on February 7, 2022).

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

and CHA (incorporated by reference to Exhibit 10.8 of our annual report on Form 10-K filed on September 11, 2013).

Summary of Directors’ Ongoing Compensation (incorporated by reference to Exhibit 10.8 of our annual report on Form 10-K filed on September 10, 2020).

Form of Indemnification Agreement between Pluristem Therapeutics Inc.

and each of our directors and officers (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on February 8, 2021).

2016 Equity Compensation Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 4, 2016).

of Share Option Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.17 of our annual report

on Form 10-K filed on September 7, 2016).

Form of Share Option Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.17 of our annual report on Form 10-K filed on September 7, 2016).

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).

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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).

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

Amended and Restated Employment Agreement between Pluristem Ltd.

4 unchanged sentences

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).

Finance Contract between the European Investment Bank, as Lender, and Pluristem GmBH, as borrower, and Pluristem Therapeutics Inc.

and Pluristem Ltd., as Original Guarantors, dated April 29, 2020 (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.

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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).

Amended and Restated Consulting Agreement by and between Pluri Biotech Ltd.

Zalman (Zami) Aberman, dated February 13, 2023.

(incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on February 13, 2023).

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

4 unchanged sentences

(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.

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on December 19, 2022).

List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of our annual report on Form 10-K filed on September 21, 2022).

Consent of Kesselman & Kesselman, Independent Registered Public

Accounting Firm.

Certification pursuant to Rule 13a-14(a)/15d-14(a) of Yaky Yanay.

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Section 1350 of Chen Franco-Yehuda.

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).

The following materials from our Annual Report on Form 10-K for the

fiscal year ended June 30, 2023 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.

Management contract or compensation plan.

Certain identified information in the exhibit has been

excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly

The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

FORM 10-K SUMMARY.

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/s/ Yaky Yanay

Yaky Yanay, Chief Executive Officer, President and Director

Yaky Yanay, Chief Executive Officer,

President and Director

(Principal Executive Officer)

2 unchanged sentences

Chen Franco-Yehuda, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer and

Principal Accounting Officer)

September 12, 2023

/s/ Zami Aberman

Zami Aberman, Chairman of the Board of Directors

Zami Aberman, Chairman of the Board

September 12, 2023

/s/ Lorne Abony

Lorne Abony, Director

September 12, 2023

/s/ Doron Birger

4 unchanged sentences

September 12, 2023

Varda Shalev, Director

September 21, 2022

/s/ Maital Shemesh-Rasmussen

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures