Risk Factors.
−Removed: In addition to the other information set forth
−Removed: in this report, you should carefully consider the factors discussed in Part I, “Item 1A.
−Removed: Risk Factors” in our 2022 Annual
−Removed: Report, which could materially affect our business, financial condition or future results.
−Removed: We could fail to maintain
−Removed: 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
−Removed: or complete a strategic transaction.
+Added: In addition to the other
+Added: information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A.
+Added: Risk Factors”
+Added: in our 2023 Annual Report, which could materially affect our business, financial condition or future results.
+Added: We could fail to maintain the listing of
+Added: our common shares on the Nasdaq Global Market, which could harm the liquidity of our shares and our ability to raise capital or complete
+Added: a strategic transaction.
On April 19, 2023, we received
−Removed: a letter, or Notice, from The Nasdaq Stock Market, or Nasdaq, advising us that for 30 consecutive trading days preceding the date of the
−Removed: 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
−Removed: Market pursuant to Nasdaq Listing Rule 5450(a)(1), or MBPR.
−Removed: The Notice has no effect on the listing of our common shares at this time,
−Removed: and our common shares continue to trade on Nasdaq under the symbol “PLUR.”
+Added: a letter, or Notice, from The Nasdaq Stock Market, or Nasdaq, advising us that for 30 consecutive trading days preceding the date of
+Added: 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
+Added: Global Market pursuant to Nasdaq Listing Rule 5450(a)(1), or MBPR.
+Added: The Notice had no effect on the listing of our common shares at that
+Added: time, and our common shares continued to trade on Nasdaq under the symbol “PLUR.”
Under Nasdaq Listing Rule
−Removed: 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
−Removed: 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
−Removed: to be eligible for listing on Nasdaq, absent noncompliance with any other requirement for continued listing.
−Removed: The compliance period, or
−Removed: Compliance Period, to comply with the MBPR will expire on October 16, 2023.
−Removed: If we do not regain compliance with the MBPR by
−Removed: 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
−Removed: that we meet the applicable market value of publicly held shares requirement for continued listing as well as all other standards for
−Removed: initial listing of our common shares on the Nasdaq Capital Market (other than the MBPR) and notify Nasdaq of our intention to cure the
−Removed: Following a transfer to The Nasdaq Capital Market, we may be afforded an additional 180-days to regain compliance with the
−Removed: As of the date of this filing, our common shares
−Removed: are trading below $1.00 per share.
−Removed: If we do not regain compliance with the MBPR by the end of the Compliance Period (or the Compliance
−Removed: Period as may be extended), our common shares will be subject to delisting.
−Removed: A delisting from Nasdaq would likely result in a reduction
−Removed: in some or all of the following, each of which could have a material adverse effect on shareholders:
−Removed: the liquidity of our common shares;
−Removed: the market price of our common shares;
−Removed: the availability of information concerning the trading prices and volume of our common shares;
−Removed: our ability to obtain financing or complete a strategic transaction;
−Removed: the number of institutional and other investors that will consider investing in our common shares;
−Removed: the number of market markers or broker-dealers for our common shares.
+Added: 5810(c)(3)(A), if during the 180 calendar days period following the date of that Notice the closing bid price of our common shares will
+Added: close at or above $1.00 for a minimum of ten (10) consecutive business days, we will regain compliance with the MBPR and our common shares
+Added: will continue to be eligible for listing on Nasdaq, absent noncompliance with any other requirement for continued listing.
+Added: The compliance
+Added: period, or Compliance Period, to comply with the MBPR has expired on October 16, 2023.
+Added: On October 17, 2023, the
+Added: Company received a letter, or the Letter, from Nasdaq approving an extension of an additional 180 calendar days from the date of the
+Added: Letter, or until April 15, 2024, or the Additional Compliance Period to regain compliance with the MBPR as well as approving our application
+Added: to transfer our securities from The Nasdaq Global Market to The Nasdaq Capital Market starting at the opening of business on October
+Added: Our common shares will continue to trade under the symbol “PLUR.” The Nasdaq Capital Market is a continuous trading
+Added: market that operates in substantially the same manner as The Nasdaq Global Market and listed companies must meet certain financial requirements
+Added: and comply with Nasdaq’s corporate governance requirements.
+Added: at any time during the Additional Compliance Period, the bid price of the common shares closes at or above $1.00 per share for a minimum
+Added: of 10 consecutive trading days, Nasdaq will provide us with written confirmation of compliance with the MBPR and the matter will be closed.
+Added: If we do not regain compliance within the Additional Compliance Period or do not comply with the terms of the extension, Nasdaq will
+Added: provide notice that our securities will be delisted from The Nasdaq Capital Market.
+Added: As of the date of this filing,
+Added: our common shares are trading below $1.00 per share.
+Added: If we do not regain compliance with the MBPR by the end of the Compliance Period
+Added: (or the Compliance Period as may be extended), our common shares will be subject to delisting.
+Added: A delisting from Nasdaq would likely result
+Added: in a reduction in some or all of the following, each of which could have a material adverse effect on shareholders:
+Added: liquidity of our common shares;
+Added: market price of our common shares;
+Added: availability of information concerning the trading prices and volume of our common shares;
+Added: ability to obtain financing or complete a strategic transaction;
+Added: number of institutional and other investors that will consider investing in our common shares;
+Added: number of market markers or broker-dealers for our common shares.
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.
−Removed: PART II—OTHER
−Removed: Composite Copy of
−Removed: the Company’s Articles of Incorporation as amended on May 1, 2023.
−Removed: Composite Copy (marked)
−Removed: of the Company’s Articles of Incorporation as amended on May 1, 2023.
+Added: We conduct our operations in Israel.
+Added: in Israel, including the recent attack by Hamas and other terrorist organizations and Israel’s war against them, may
+Added: affect our operations.
+Added: Our offices are located in
+Added: Haifa, Israel, thus, political, economic, and military conditions in Israel may directly affect our business.
+Added: On October 7, 2023, Hamas terrorists
+Added: infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets.
+Added: launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip
+Added: and in other areas within the State of Israel.
+Added: Following the attack, Israel’s security cabinet declared war against Hamas and
+Added: the Israeli military began to call-up reservists for active duty.
+Added: At the same time, and because of the war declaration against Hamas,
+Added: the clash between Israel and Hezbollah in Lebanon has escalated and there is a possibility that it will turn into a greater regional
+Added: conflict in the future.
+Added: As of today, there is no
+Added: material impact on the Company’s operations.
+Added: According to the recent guidelines of the Israeli government, the Company’s
+Added: offices are open and functioning as usual.
+Added: However, if the war will escalate and expand to the Northern border with Lebanon, and the
+Added: Israeli government will impose additional restrictions on movement and travel, our management and employees’ ability to effectively
+Added: perform their daily tasks might be temporarily disrupted, which may result in delays in some of our projects.
+Added: The Company currently has
+Added: the supply of raw materials needed for its regular operations.
+Added: While there may be some possible delays in supply, those are currently
+Added: not anticipated to be material to the Company’s operations.
+Added: However, if the war continues for a significant amount of time, this
+Added: situation may change.
+Added: Any hostilities involving
+Added: Israel, terrorist activities, political instability or violence in the region, or the interruption or curtailment of trade or transport
+Added: between Israel and its trading partners could make it more difficult for us to raise capital, if needed in the future, and adversely
+Added: affect our operations and results of operations and the market price of our common shares.
+Added: In addition, to the extent the IIA no longer
+Added: makes grants similar to those we have received in the past, it could adversely affect our financial results.
+Added: Our insurance does not cover damage or losses that may occur as a result
+Added: of the current war by Israel against Hamas.
+Added: Although the Israeli government is currently committed to covering the reinstatement value
+Added: of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained
+Added: or, if maintained, will be sufficient to compensate us fully for damages incurred.
+Added: Any losses or damages incurred by us could have a material
+Added: adverse effect on our business, financial condition, and results of operations.
+Added: Further, many Israeli citizens
+Added: are obligated to perform several days, and in some cases, more, of annual military reserve duty each year until they reach the age of
+Added: 40 (or older for certain reservists) and, in the event of a military conflict, may be called to active duty.
+Added: In response to the series
+Added: of attacks on civilian and military targets in October 2023, there have been significant call-ups of military reservists.
+Added: only a few of the Company’s employees have been called up to military service, none of whom are in management positions.
+Added: if the number of reservists in our Company increases and becomes significant, our operations could be disrupted by such call-ups.
+Added: It is currently not possible
+Added: to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial condition.
+Added: conflict is rapidly evolving and developing, and could disrupt our business and operations, and adversely affect our ability to raise
+Added: additional funds or sell our securities, among other impacts.
+Added: Copy of the Company’s Articles of Incorporation as amended on May 1, 2023 (incorporated by reference to Exhibit 3.1 of our
+Added: quarterly report on Form 10-Q filed on May 9, 2023).
+Added: 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
+Added: filed on September 10, 2020).
Rule 13a-14(a) Certification of Chief Executive Officer.
4 unchanged sentences
Section 1350.
−Removed: 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):
−Removed: (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.
−Removed: Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
+Added: The following materials
+Added: from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted in inline XBRL (eXtensible Business
+Added: Reporting Language):
+Added: (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements
+Added: of Operations, (iii) the Interim Condensed Statements of Changes in Shareholders’ Equity, (iv) the Interim Condensed Consolidated
+Added: Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text
+Added: and in detail.
+Added: Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
Filed herewith.
Furnished herewith.
−Removed: In accordance with the requirements of the Securities Exchange Act
−Removed: of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: /s/ Yaky Yanay
+Added: In accordance with the requirements of the Securities
+Added: Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Yaky Yanay, Chief Executive Officer and President
(Principal Executive Officer)
+Added: November 13, 2023
/s/ Chen Franco-Yehuda
2 unchanged sentences
Principal Accounting Officer)
+Added: November 13, 2023
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.