What changed in this filing

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Item 1. Financial Statements

2024-05-09 compared with 2024-02-12 · 198 added, 183 removed, 302 unchanged (56% of the section changed)

Financial Statements.

INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

As of December 31,

INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

As of March 31, 2024

DOLLARS IN THOUSANDS

Interim Condensed Consolidated Balance Sheets

Interim Condensed Consolidated Statements

of Operations

Interim Condensed Consolidated Statements of Changes

in Shareholders’ Equity

Interim Condensed Consolidated Statements of Operations

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

Interim Condensed Consolidated Statements of Cash Flows

Notes to Interim Condensed Consolidated Financial Statements

AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

5 unchanged sentences

Prepaid expenses and other current assets

Total current assets

Total current

LONG-TERM ASSETS:

5 unchanged sentences

Total long-term assets

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Dollars in thousands (except share and per share data)

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

3 unchanged sentences

Accrued vacation and recuperation

Advances from customers

Other accounts payable

Total current liabilities

Total current

LONG-TERM LIABILITIES

2 unchanged sentences

Loan from the European Investment Bank (“EIB”)

Total long-term liabilities

Total long-term

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY (DEFICIT)

Share capital (**):

Common shares, $ 0.00001 par value per share:

300,000,000 as of December 31, 2023, and June 30, 2023;

37,500,000 as of March 31, 2024, and June 30, 2023;

Issued and outstanding:

41,680,023 and 41,245,495 shares as of December 31, 2023, and June 30, 2023, respectively

5,228,737 and 5,155,687 shares as of March 31, 2024, and June 30, 2023, respectively

Additional paid-in capital

Accumulated deficit

Total shareholders’ equity

Total shareholders’ (deficit) equity

Non-controlling interests

Total liabilities and equity

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

Total liabilities

(*) Less than $1

(**) See note 1d regarding reverse stock split

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Dollars in thousands (except share and per share data)

Six months ended

Nine months ended

Three months ended

13 unchanged sentences

Weighted average number of shares used in computing basic and diluted net loss per share (**)

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

note 1d regarding reverse stock split

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

AND ITS SUBSIDIARIES

INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(DEFICIT) (UNAUDITED)

Dollars in thousands (except share and per share data)

1 unchanged sentence

Common Shares

Additional Paid-in

Total Shareholders’

Shareholders’

Non-controlling

5 unchanged sentences

Expiration of warrants in Ever After

Balance as of December 31, 2022

Balance as of March 31, 2023

$ ( 393,125 )

1 unchanged sentence

Common Shares

Additional Paid-in

Total Shareholders’

Shareholders’

Non-controlling

Balance as of October 1, 2022

Balance as of January 1, 2023

$ ( 385,501 )

1 unchanged sentence

Issuance of common shares and warrants related to December 2022 private placement, net of issuance costs of $ 74

Expiration of warrants in Ever After

Balance as of December 31, 2022

Balance as of March 31, 2023

$ ( 393,125 )

(*) Less than $1

(**) See note 1d regarding reverse stock split

AND ITS SUBSIDIARIES

INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(DEFICIT) (UNAUDITED)

Dollars in thousands (except share and per share data)

Shareholders’ Equity

Shareholders’ Equity (Deficit)

Common Shares

2 unchanged sentences

Non- controlling

Equity (Deficit)

Balance as of July 1, 2023

1 unchanged sentence

Share-based compensation to employees, directors, and non-employee consultants

Balance as of December 31, 2023

Balance as of March 31, 2024

$ ( 414,743 )

Shareholders’ Equity

Common Shares

Additional Paid-in

Shareholders’

Equity (Deficit)

Total Shareholders’

Non- controlling

Balance as of October 1, 2023

Equity (Deficit)

as of January 1, 2024

$ ( 409,450 )

Share-based compensation to employees, directors, and non-employee consultants

Balance as of December 31, 2023

compensation to employees, directors, and non-employee consultants

as of March 31, 2024

$ ( 414,743 )

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

See note 1d regarding reverse stock split

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Dollars in thousands (except share and per share data)

Six months ended

Nine months ended

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Decrease in other accounts payable and accrued expenses

Increase in advances from customers

Increase (decrease) in operating lease right-of-use asset and liability, net

1 unchanged sentence

Effect of exchange rate changes on cash, cash equivalents, deposits and restricted cash

Linkage differences and interest on long-term deposits

Long term interest payable and exchange rate differences relate to EIB loan

4 unchanged sentences

Proceeds from short-term deposits, net

Investment in long-term deposits

Net cash provided by investing activities

2 unchanged sentences

Net cash provided by financing activities

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Dollars in thousands (except share and per share data)

Six months ended

Nine months ended

EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH

10 unchanged sentences

Accrued expenses related to issuance of common shares and warrants

Supplemental non-cash information related to lease liabilities arising from obtaining right-of-use assets

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

Lease liabilities arising from obtaining right-of-use assets

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

10 unchanged sentences

The Company is a bio-technology company with an advanced cell-based technology platform, which operates in one operating segment.

The Company has developed a unique three-dimensional (“3D”) technology platform for cell expansion with an industrial scale in-house Good Manufacturing Practice cell manufacturing facility.

Pluri currently uses its technology in the field of regenerative medicine, food tech, cellular agriculture and recently launched Contract Development and Manufacturing Organization, or CDMO activities and plans to utilize it in other industries and verticals that have a need for a mass scale and cost-effective cell expansion platform.

The Company has developed a unique three-dimensional technology platform for cell expansion with an industrial scale in-house Good Manufacturing Practice cell manufacturing facility.

Pluri currently uses its technology in the field of regenerative medicine, food tech and agtech and recently launched a Contract Development and Manufacturing Organization (“CDMO”) business, and plans to utilize its technology in other industries and verticals that have a need for a mass scale and cost-effective cell expansion platform.

Pluri is focused on the research, development and manufacturing of cell-based products and the business development of cell therapeutics and cell-based technologies providing potential solutions for various industries.

The Company has incurred an accumulated deficit of approximately $ 414,743 and incurred recurring operating losses and negative cash flows from operating activities since inception.

As of December 31, 2023, the Company’s total shareholders’ equity amounted to $ 4,399 .

During the six-month period ended December 31, 2023, the Company incurred losses of $ 9,866 and its negative cash flow from operating activities was $ 9,506 .

As of December 31, 2023, the Company’s

cash position (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $ 31,638 .

The Company plans to continue to finance

its operations from its current resources, by entering into licensing or other commercial, and collaboration agreements, by providing

CDMO services to clients, from grants and contracts to support its research and development activities and from sales of its equity securities.

The Company’s management believes that its current resources together with its existing operating plan, are sufficient for the Company

to meet its obligations as they come due at least for a period of twelve months from the date of the issuance of these consolidated financial

There is no assurance, however, that the Company will be able to obtain the adequate level of financial resources that are

required for the long-term development and commercialization of its products.

As of March 31, 2024, the Company’s total shareholders’ equity deficit amounted to $ 356 .

During the nine-month period ended March 31, 2024, the Company incurred losses of $ 15,482 and its negative cash flow from operating activities was $ 13,708 .

As of March 31, 2024, the Company’s cash position (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $ 26,917 .

The Company plans to continue to finance its operations from its current

resources, by entering into licensing or other commercial, and collaboration agreements, by providing CDMO services to clients, from grants

and contracts to support its research and development activities and from sales of its equity securities.

The Company’s management

believes that its current resources, together with its existing operating plan, are sufficient for the Company to meet its obligations

as they come due at least for a period of twelve months from the date of the issuance of these condensed consolidated financial statements.

There is no assurance, however, that the Company will be able to obtain the adequate level of financial resources that is required for

the long-term development and commercialization of its products.

Reverse stock split

In March 2024, the Company’s Board of Directors approved a 1-for-8

reverse stock split of the Company’s (a) authorized common shares;

and (b) issued and outstanding common shares.

The reverse stock

split became effective on April 1, 2024, subsequent to the balance sheet date.

All common shares, options, warrants and securities convertible

or exercisable into common shares, as well as loss per share, have been adjusted to give retroactive effect to this reverse stock split

for all periods presented.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

15 unchanged sentences

from the audited consolidated financial statements as of June 30, 2023, but not all disclosures required by GAAP are included.

Operating results for the six-month

period ended December 31, 2023, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024.

Operating results for the nine-month

period ended March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024.

Significant Accounting Policies

9 unchanged sentences

Actual results could differ from those estimates.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SIGNIFICANT

ACCOUNTING POLICIES (CONT.)

Fair value of financial instruments

14 unchanged sentences

3 - Unobservable inputs for the asset or liability.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SIGNIFICANT

ACCOUNTING POLICIES (CONT.)

The fair value hierarchy also requires

10 unchanged sentences

to the Finance Contract with the EIB based on the aggregate outstanding amount of the combined principal and accrued interest thereunder.

As of December 31, 2023, the Company does not reflect its liability for future royalty payments pursuant to the Finance Contract with

the EIB since the accrual liability pertaining to royalties to EIB is immaterial (see also note 4).

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SIGNIFICANT

ACCOUNTING POLICIES (CONT.)

As of March 31, 2024, the Company does not reflect its liability for future royalty payments pursuant to the Finance Contract with the

EIB since the accrual liability pertaining to royalties to EIB is immaterial (see also note 4).

New Accounting Pronouncements

16 unchanged sentences

reporting companies (as defined by the U.S.

Securities and Exchange Commission rules (“SEC”)) to fiscal years beginning after

Securities and Exchange Commission (“SEC”) rules) to fiscal years beginning after

December 15, 2022, including interim periods.

1 unchanged sentence

transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.

meets the definition of an SRC and adopted the new accounting standard effective July 1, 2023.

The adoption of this standard did not have

a material impact on the Company’s consolidated financial statements.

meets the SEC definition of a smaller reporting company and adopted the new accounting standard effective July 1, 2023.

The adoption of

this standard did not have a material impact on the Company’s consolidated financial statements.

Recently issued accounting pronouncements, not yet adopted

2 unchanged sentences

Improvements to reportable segment disclosures” (“ASU 2023-07”):

In November 2023, the FASB issued ASU

2023-07 “Segment Reporting:

Improvements to Reportable Segment Disclosures”.

This guidance expands public entities’

segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating

decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition of other

segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

The guidance is effective for the fiscal year beginning

after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively

to all prior periods presented in the financial statements.

The Company is currently evaluating this guidance to determine the impact

it may have on its consolidated financial statements disclosures.

In November 2023, the FASB issued

This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment

expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit

or loss, an amount and description of its composition of other segment items, and interim disclosures of a reportable segment’s

profit or loss and assets.

The guidance is effective for the fiscal year beginning after December 15, 2023, and interim periods

within the fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied

retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating this guidance to determine

the impact it may have on its consolidated financial statements disclosures.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5 unchanged sentences

Improvements to Income Tax Disclosures” (“ASU 2023-09”):

In December 2023, the FASB issued ASU

2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

This guidance is intended to enhance the transparency

and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information

primarily through changes to the rate reconciliation and regarding income tax paid both in the U.S.

In December 2023, the FASB issued

This guidance is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in

ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and regarding

income tax paid both in the U.S.

and foreign jurisdictions.

is effective for annual periods beginning after December 15, 2024 on a prospective basis.

Early adoption and retroactive application are

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements

ASU 2023-09 is effective for annual periods beginning after December 15, 2024

on a prospective basis.

Early adoption and retroactive application are permitted.

The Company is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements disclosures.

- COMMITMENTS AND CONTINGENCIES

As of December 31, 2023, an amount of $ 1,018 of cash and deposits was pledged by the Subsidiary for bank guarantees related to its facility operating lease agreement and to secure its credit line for hedging transactions.

As of March 31, 2024, an amount of $ 910 of cash and deposits was pledged by the Subsidiary for bank guarantees related to its facility operating lease agreement and to secure its credit line for hedging transactions.

Under the Law for the Encouragement of Industrial Research and Development, 1984, (the “Research Law”), research and development programs that meet specified criteria and are approved by the IIA are eligible for grants of up to 50 % of the project’s expenditures, as determined by the research committee, in exchange for the payment of royalties from the sale of products developed under the program.

6 unchanged sentences

Following the full repayment of the grant, there is no further liability for royalties.

As of December 31, 2023, the Company’s

As of March 31, 2024, the Company’s

contingent liability in respect to royalties to the IIA amounted to $ 27,746 , not including LIBOR (from January 1, 2024, SOFR) interest

as described above.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- COMMITMENTS AND CONTINGENCIES (CONT.)

In September 2017, the Company signed an agreement with the Tel-Aviv Sourasky Medical Center (Ichilov Hospital) to conduct a Phase I/II trial of PLX-PAD cell therapy for the treatment of Steroid-Refractory Chronic Graft-Versus-Host-Disease (“cGVHD”).

8 unchanged sentences

The amount received is due on June 1, 2026 , and bears annual interest of 4 % to be paid with the principal

As of December 31, 2023, the linked principal balance in the amount of $ 22,121 and the interest accrued in the amount of

As of March 31, 2024, the linked principal balance in the amount of $ 21,620 and the interest accrued in the amount of $ 2,445

are presented among long-term liabilities.

Since the project period ended on December 31, 2022, the Company does not expect to

receive additional funds pursuant to the Finance Contract.

Since the project period ended on December 31, 2022, the Company does not expect to receive

additional funds pursuant to the Finance Contract.

In addition to interest payable on the

2 unchanged sentences

revenues, pro-rated to the amount disbursed from the Loan.

As of December 31, 2023, the accrual liability pertaining to royalties to EIB

As of March 31, 2024, the accrual liability pertaining to royalties to EIB

is immaterial.

The Finance Contract also contains

certain limitations such as the use of proceeds received from the EIB, limitations related to disposal of assets, substantive changes

in the nature of the Company’s business, changes in holding structure, distributions of future potential dividends and engaging

with other banks and financing entities for other loans.

The Finance Contract also contains certain

limitations such as the use of proceeds received from the EIB, limitations related to disposal of assets, substantive changes in the nature

of the Company’s business, changes in holding structure, distributions of future potential dividends and engaging with other banks

and financing entities for other loans.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

- SHAREHOLDERS’ EQUITY

Between December 13, 2022 and December 27, 2022, the Company entered

into a series of securities purchase agreements with several purchasers for an aggregate of 8,155,900 common shares and warrants, or the

Warrants, to purchase up to 8,155,900 common shares.

On December 13, 2022, the Company executed securities purchase agreements to sell,

at a purchase price of $ 1.03 per share, up to 5,579,883 common shares and Warrants to purchase up to 5,579,833 common shares, with an

exercise price of $ 1.03 per share and a term of three years .

On December 14, 2022, the Company executed securities purchase agreements

to sell, at a purchase price of $ 1.05 per share, up to 2,068,517 common shares and Warrants to purchase up to 2,068,517 common shares,

with an exercise price of $ 1.05 per share and a term of three years .

On December 15, 2022, the Company executed securities purchase agreements

to sell, at a purchase price of $ 1.06 per share, up to 237,500 common shares and Warrants to purchase up to 237,500 common shares, with

an exercise price of $ 1.06 per share and a term of three years .

On December 19, 2022, the Company executed a securities purchase agreement

to sell, at a purchase price of $ 1.09 per share, up to 135,000 common shares and Warrants to purchase up to 135,000 common shares, with

an exercise price of $ 1.09 per share and a term of three years .

On December 27, 2022, the Company executed a securities purchase agreement

to sell, at a purchase price of $ 1.12 per share, up to 135,000 common shares and Warrants to purchase up to 135,000 common shares, with

an exercise price of $ 1.12 per share and a term of three years .

The Warrants sold in the December 2022 Private Placement will be exercisable

upon the later of six months from their issuance date, or until the Company increases its authorized shares.

As of December 31, 2022,

the Company issued 5,550,121 common shares and warrants that relate to the December 2022 Private Placement and received $ 5,800 as of that

As of December 2022, $ 361 was recorded as issuance expenses that relate to the December 2022 Private Placement.

As of February 13,

2023, 7,015,900 common shares and warrants sold in the December 2022 Private Placement were issued for aggregate gross proceeds of $ 7,300 .

During the fiscal year 2023, the Company issued a total of 8,155,900 common shares and warrants, all of which were related to

the December 2022 private placement.

As of March 30, 2023, the Company received $ 8,024 , net of $ 445 recorded as issuance expenses .

December 13, 2022 and December 27, 2022, the Company entered into a series of securities purchase agreements with several purchasers for

an aggregate of 1,019,488 common shares and warrants, (the “Warrants”) to purchase up to 1,019,488 common shares (the “December

2022 Private Placement”).

On December 13, 2022, the Company executed securities purchase agreements to sell, at a purchase price

of $ 8.24 per share, up to 697,486 common shares and Warrants to purchase up to 697,486 common shares, with an exercise price of $ 8.24

per share and a term of three years .

On December 14, 2022, the Company executed securities purchase agreements to sell, at a purchase

price of $ 8.4 per share, up to 258,565 common shares and Warrants to purchase up to 258,565 common shares, with an exercise price of $ 8.4

per share and a term of three years .

On December 15, 2022, the Company executed securities purchase agreements to sell, at a purchase

price of $ 8.48 per share, up to 29,688 common shares and Warrants to purchase up to 29,688 common shares, with an exercise price of $ 8.48

per share and a term of three years .

On December 19, 2022, the Company executed a securities purchase agreement to sell, at a purchase

price of $ 8.72 per share, up to 16,875 common shares and Warrants to purchase up to 16,875 common shares, with an exercise price of $ 8.72

per share and a term of three years .

On December 27, 2022, the Company executed a securities purchase agreement to sell, at a purchase

price of $ 8.96 per share, up to 16,875 common shares and Warrants to purchase up to 16,875 common shares, with an exercise price of $ 8.96

per share and a term of three years .

The Warrants sold in the December 2022 Private Placement are exercisable upon the later of six months

from their issuance date, or from the date the Company increased its authorized shares.

The Company issued 1,019,488 common shares and

Warrants that relate to the December 2022 Private Placement and received $ 8,034 as of that date net of $ 435 from issuance expenses.

On August 31, 2023, and

3 unchanged sentences

As of December 31, 2023, the SAFE Agreement had been terminated and the SAFE Amount was not received.

Pursuant to a shelf registration

on Form S-3 declared effective by the SEC on September 21, 2023, on February 13, 2024 the Company entered into an Open Market Sales Agreement

(the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) which provides that, upon the terms and

subject to the conditions and limitations in the Sales Agreement, the Company may elect, from time to time, to offer and sell common shares

having an aggregate offering price of up to $ 10,000 through A.G.P.

acting as sales agent.

During April 2024, and after the balance sheet

date, the Company sold 42,729 common shares under the Sales Agreement at an average price of $ 5.93 per share.

Options to consultants:

2 unchanged sentences

is as follows:

Six months ended December 31, 2023

Nine months ended March 31, 2024

Share options outstanding at the beginning of the period

Share options outstanding and exercisable at the end of the period

Share options granted

Share options outstanding at the end of the period

Share options exercisable at the end of the period

Share options unvested at the end of the period

note 1d regarding reverse stock split

Compensation expenses recorded in general and administrative expenses

related to options granted to consultants for the nine months ended March 31, 2024 and 2023 were $ 5 and $ 5 , respectively.

expenses recorded in general and administrative expenses related to options granted to consultants for the three months ended March 31,

2024 and 2023 were $ 4 and $ 1 , respectively.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 unchanged sentence

- SHAREHOLDERS’ EQUITY (CONT.)

Compensation expenses recorded in general

and administrative expenses related to options granted to consultants for the six months ended December 31, 2023 and 2022 were $ 1 and

$ 6 , respectively.

Compensation expenses recorded in general and administrative expenses related to options granted to consultants for

the three months ended December 31, 2022 were $ 6 .

There were no compensation expenses recorded in general and administrative expenses

related to options granted to consultants for the three months ended December 31, 2023.

Options to the Chief Executive Officer and Director:

2 unchanged sentences

is as follows:

Six months ended December 31, 2023

Nine months ended March 31, 2024

Share options outstanding at the beginning of the period

Options granted

Share options granted

Share options outstanding at the end of the period

2 unchanged sentences

Share options vested and expected to vest at the end of the period

As of December 31, 2023, the aggregate

note 1d regarding reverse stock split

As of March 31, 2024, the aggregate

intrinsic value of these options was $ 0 .

Compensation expenses recorded in general

and administrative expenses related to options granted to the Chief Executive Officer and a director for the six months ended December

31, 2023, were $ 213 .

There were no compensation expenses recorded in general and administrative expenses related to options granted

to the Chief Executive Officer and directors for the six months ended December 31, 2022.

Compensation expenses recorded in general

and administrative expenses related to options granted to the Chief Executive Officer and a director for the three months ended December

31, 2023, were $ 94 .

There were no compensation expenses recorded in general and administrative expenses related to options granted

to the Chief Executive Officer and directors for the three months ended December 31, 2022.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

Restricted Stock (“RS”) and Restricted Stock Units (“RSUs”) to employees, directors and consultants:

and administrative expenses related to options granted to the Chief Executive Officer and a director for the nine months ended March 31,

2024 and 2023, were $ 223 and $ 310 , respectively.

Compensation expenses recorded in general and administrative

expenses related to options granted to the Chief Executive Officer and a director for the three months ended March 31, 2024 and 2023,

were $ 10 and $ 310 , respectively.

Restricted Stock (“RS”) and Restricted Stock Units (“RSUs”) to employees, directors, officers and consultants:

RSUs to employees and directors:

1 unchanged sentence

related to RSUs granted to employees, directors and officers under equity incentive plans of Pluri Inc.

for the six-month periods ended

December 31, 2023 and 2022:

Six months ended

for the nine-month periods ended

March 31, 2024 and 2023:

Nine months ended

Unvested at the beginning of the period

( 1,007,165 )

Unvested at the end of the period

Expected to vest after the end of the period

note 1d regarding reverse stock split

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

Compensation expenses related to RSUs

granted to employees, directors and officers were recorded as follows:

Six months ended

Nine months ended

Three months ended

1 unchanged sentence

General and administrative expenses

As of December 31, 2023, unamortized

compensation expenses related to RSUs granted to employees, directors and officers by Pluri Inc.

are approximately $ 326 , to be recognized

by the end of June 2026.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

As of March 31, 2024, unamortized compensation

expenses related to RSUs granted to employees, directors and officers by Pluri Inc.

are approximately $ 3,801 , to be recognized by the

end of January 2027.

RS and RSUs to consultants:

The following table summarizes the activity

related to RS and RSUs granted to consultants for the six-month periods ended December 31, 2023 and 2022:

Six months ended

related to RS and RSUs granted to consultants for the nine-month periods ended March 31, 2024 and 2023:

Nine months ended

Unvested at the beginning of the period

Unvested at the end of the period

note 1d regarding reverse stock split

Compensation expenses related to RS

1 unchanged sentence

were recorded as follows:

Six months ended

Nine months ended

Three months ended

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-Q

Item 1. Financial Statements