Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
During
the second quarter of fiscal year 2024, we issued an aggregate of 60,500 restricted common shares to certain of our service providers
as compensation in lieu of cash compensation owed to them for services rendered.
We
claimed exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), for the foregoing
transactions under Section 4(a)(2) of the Securities Act.
27
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).
10.1*
Form of Restricted Stock Unit Agreement (employees) under the 2016 Equity Compensation Plan
10.2*
Form of Restricted Stock Unit Agreement (executive officers) under the 2016 Equity Compensation Plan
10.3*
Form of Restricted Stock Unit Agreement (directors) under the 2016 Equity Compensation Plan
10.4*
Summary of Directors’ Ongoing Compensation
10.5**
Amendment to the Amended and Restated Employment Agreement, dated December
1, 2023, by and between Pluri-Biotech Ltd and Mrs. Chen Franco-Yehuda
10.6**
Amendment to the Amended and Restated Employment Agreement, dated December
25, 2023, by and between Pluri-Biotech Ltd and Mr. Yaacov (Yaky) Yanay
10.7**
Amendment No. 1 to Consulting Agreement with Mr. Zalman (Zami) Aberman
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 December 31, 2023 formatted in inline XBRL (eXtensible Business
Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements
of Operations, (iii) the Interim Condensed Statements of Changes in Shareholders’ Equity, (iv) the Interim Condensed Consolidated
Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text
and in detail.
104*
Cover Page Interactive
Data File (formatted in Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith.
28
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:
February 12, 2024
By:
/s/ Chen Franco-Yehuda
Chen Franco-Yehuda, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date:
February 12, 2024
29