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 armed conflict between Israel and Hamas, Hezbollah and other terrorist organizations from the Gaza Strip and
Lebanon.
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 to an armed conflict 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 further 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 an escalated 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. As
of February 12, 2024, none of our employees in military service have been called up. However, if there will be call-ups for reservists
in our Company, 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.