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 2023 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 had no effect on the listing of our common shares at that
time, and our common shares continued 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 that Notice the closing bid price of our common shares will
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
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 has expired on October 16, 2023.
On October 17, 2023, the
Company received a letter, or the Letter, from Nasdaq approving an extension of an additional 180 calendar days from the date of the
Letter, or until April 15, 2024, or the Additional Compliance Period to regain compliance with the MBPR as well as approving our application
to transfer our securities from The Nasdaq Global Market to The Nasdaq Capital Market starting at the opening of business on October
19, 2023. Our common shares will continue to trade under the symbol “PLUR.” The Nasdaq Capital Market is a continuous trading
market that operates in substantially the same manner as The Nasdaq Global Market and listed companies must meet certain financial requirements
and comply with Nasdaq’s corporate governance requirements.
If
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
of 10 consecutive trading days, Nasdaq will provide us with written confirmation of compliance with the MBPR and the matter will be closed.
If we do not regain compliance within the Additional Compliance Period or do not comply with the terms of the extension, Nasdaq will
provide notice that our securities will be delisted from The Nasdaq Capital Market.
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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We conduct our operations in Israel. Conditions
in Israel, including the recent attack by Hamas and other terrorist organizations and Israel’s war against them, may
affect our operations.
Our offices are located in
Haifa, Israel, thus, political, economic, and military conditions in Israel may directly affect our business. On October 7, 2023, Hamas terrorists
infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also
launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip
and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared war against Hamas and
the Israeli military began to call-up reservists for active duty. At the same time, and because of the war declaration against Hamas,
the clash between Israel and Hezbollah in Lebanon has escalated and there is a possibility that it will turn into a greater regional
conflict in the future.
As of today, there is no
material impact on the Company’s operations. According to the recent guidelines of the Israeli government, the Company’s
offices are open and functioning as usual. However, if the war will escalate and expand to the Northern border with Lebanon, and the
Israeli government will impose additional restrictions on movement and travel, our management and employees’ ability to effectively
perform their daily tasks might be temporarily disrupted, which may result in delays in some of our projects.
The Company currently has
the supply of raw materials needed for its regular operations. While there may be some possible delays in supply, those are currently
not anticipated to be material to the Company’s operations. However, if the war continues for a significant amount of time, this
situation may change.
Any hostilities involving
Israel, terrorist activities, political instability or violence in the region, or the interruption or curtailment of trade or transport
between Israel and its trading partners could make it more difficult for us to raise capital, if needed in the future, and adversely
affect our operations and results of operations and the market price of our common shares. In addition, to the extent the IIA no longer
makes grants similar to those we have received in the past, it could adversely affect our financial results.
Our insurance does not cover damage or losses that may occur as a result
of the current war by Israel against Hamas. Although the Israeli government is currently committed to covering the reinstatement value
of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained
or, if maintained, will be sufficient to compensate us fully for damages incurred. Any losses or damages incurred by us could have a material
adverse effect on our business, financial condition, and results of operations.
Further, many Israeli citizens
are obligated to perform several days, and in some cases, more, of annual military reserve duty each year until they reach the age of
40 (or older for certain reservists) and, in the event of a military conflict, may be called to active duty. In response to the series
of attacks on civilian and military targets in October 2023, there have been significant call-ups of military reservists. Currently,
only a few of the Company’s employees have been called up to military service, none of whom are in management positions. However,
if the number of reservists in our Company increases and becomes significant, our operations could be disrupted by such call-ups.
It is currently not possible
to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial condition. The ongoing
conflict is rapidly evolving and developing, and could disrupt our business and operations, and adversely affect our ability to raise
additional funds or sell our securities, among other impacts.
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Item 6.
Exhibits.
3.1
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).
3.2
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).
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, 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.
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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 13, 2023
By:
/s/ Chen Franco-Yehuda
Chen Franco-Yehuda, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date:
November 13, 2023
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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.