What changed in this filing

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Item 9A. Controls and Procedures

2024-09-18 compared with 2023-09-12 · 379 added, 438 removed, 430 unchanged (66% of the section changed)

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of our internal control over financial reporting on June 30, 2024.

In making this assessment, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework in Internal Control—Integrated Framework .

In making this assessment, management used the criteria set forth by

the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework in Internal Control—Integrated Framework .

Based on that assessment under those criteria, management has determined that, as of June 30, 2024, our internal control over financial

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OTHER INFORMATION.

On September 7, 2023, we provided

a formal notice of termination of the ATM Agreement with Jefferies, which took effect on September 8, 2023.

During the three months ended June 30, 2023, no

director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K

During the three months ended

June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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Position Held with Company

Date First Elected or Appointed

Chief Executive Officer

Date First Elected

February 2014

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Chen Franco-Yehuda

Chief Financial Officer, Treasurer and Secretary

CFO, Treasurer and Secretary

Maital Shemesh-Rasmussen

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The following is a brief account

of the education and business experience of each director and executive officer during at least the past five years, indicating each

person’s principal occupation during the period, and the name and principal business of the organization by which they were employed.

of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s

principal occupation during the period, and the name and principal business of the organization by which they were employed.

Aberman joined the Company

in September 2005 and has served as our Chairman since January 2022, as Executive Chairman from June 2019 until December 2021, as our

Co-Chief Executive Officer from March 2017 until June 2019, as our CEO from November 2005 until March 2017, and as President of the Company

from September 2005 until February 2014.

Co-CEO from March 2017 until June 2019, as our CEO from November 2005 until March 2017, and as President of the Company from September

2005 until February 2014.

When he joined the Company, he changed the Company’s strategy towards cellular therapeutics.

Aberman’s vision to use the maternal section of the placenta (Decidua) as a source for cell therapy, combined with the Company’s

3D culturing technology, led to the development of our products.

vision to use the maternal section of the placenta (Decidua) as a source for cell therapy, combined with the company’s 3D culturing

technology, led to the development of our products.

Since November 2005, Mr.

Aberman has served as a director of the Company,

and since April 2006, as Chairman of the Board.

Aberman has served as a director of the Company, and since

April 2006, as Chairman of the Board.

He has 40 years of experience in marketing and management in the high technology industry.

Aberman has held the CEO and Chairman positions of various companies located in Israel, the United States, Europe, Japan and Korea.

has held the CEO and Chairman positions of various companies located in Israel, the United States, Europe, Japan and Korea.

Aberman has operated within

high-tech global companies in the fields of automatic optical inspection, network security, video over IP, software, chip design and

high-tech global companies in the fields of automatic optical inspection, network security, video over IP, software, chip design and robotics.

He serves as the chairman of Rose Hitech Ltd., a private investment company.

He previously served as the chairman of VLScom

Ltd., a private company specializing in video compression for HDTV and video over IP and as a director of Ori Software Ltd., a company

involved in data management.

He previously served as the chairman of VLScom Ltd., a private

company specializing in video compression for HDTV and video over IP and as a director of Ori Software Ltd., a company involved in data

Prior to holding those positions, Mr.

Aberman served as the President and CEO of Elbit Vision System Ltd.

(EVSNF.OB), now part of the USTER Group, a company engaged in automatic optical inspection.

(EVSNF.OB), now

part of the USTER Group, a company engaged in automatic optical inspection.

Before joining the Company, Mr.

Aberman served

as President and CEO of Netect Ltd., a company specializing in the field of internet security software and was the co-founder, President

and CEO of Associative Computing Ltd., which developed an associative parallel processor for real-time video processing.

He also served

as Chairman of Display Inspection Systems Inc., specializing in laser-based inspection machines and as President and CEO of Robomatix

Technologies Ltd.

Aberman served as President

and CEO of Netect Ltd., a company specializing in the field of internet security software and was the co-founder, President and CEO of

Associative Computing Ltd., which developed an associative parallel processor for real-time video processing.

He also served as Chairman

of Display Inspection Systems Inc., specializing in laser-based inspection machines and as President and CEO of Robomatix Technologies

Aberman was awarded

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of the Company in February 2015.

He has served as our President from February 2014 and as our CEO from June 2019, previously serving

as Co-CEO from March 2017.

Yanay has served in variety of executive positions in Pluri since 2006 including as our CFO from November

2006 until February 2014 and from February 2015 until March 2017.

He also served as our Chief Operating Officer from February 2014 until

He has served as our President from February 2014 and as our Chief Executive Officer, or CEO, from June

2019, previously serving as Co-CEO from March 2017.

Yanay has served in various executive positions in Pluri since 2006 including

as our CFO, from November 2006 until February 2014 and from February 2015 until March 2017.

He also served as our CEO from February 2014

until March 2017.

From November 2006 to February 2014, he served as our Secretary and served as our Executive Vice President from March

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From 2015 to 2018, Mr.

Yanay served as the Co-Chairman of Israel Advanced Technology Industries (IATI), the largest

umbrella organization representing Israel’s high tech and life science industries and since August 2012 has continually served

as a Director of IATI, representing Israel’s life sciences industry.

Yanay served as the Co-Chairman of Israel Advanced Technology Industries (IATI), the

largest umbrella organization representing Israel’s high tech and life science industries and since August 2012 has continually

served as a Director of IATI, representing Israel’s life sciences industry.

Prior to joining the Company, Mr.

Yanay founded and served

as Chairman of “The Israeli Life Science Forum” and also served as the CFO of Elbit Vision Systems Ltd., a public company.

In addition, from July 2010 to April 2018, he served on the Board of Directors of Elbit Vision Systems Ltd.

Prior to these positions,

Yanay served as manager of audit groups of the technology sector at Ernst & Young Israel.

Yanay founded the

“Israeli Life Science Forum” and also served as the CFO of Elbit Vision Systems Ltd., a public company.

In addition, from

July 2010 to April 2018, he served on the board of directors of Elbit Vision Systems Ltd.

Prior to these positions, Mr.

Yanay served as

manager of audit groups of the technology sector at Ernst & Young Israel.

Since 2022, Mr.

Yanay has also served as the Chairman of

Ever After Foods.

Yanay holds a bachelor’s

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the Open University of Israel from 2009 to 2014.

Franco-Yehuda also serves as a member of the board of directors of Brenmiller Energy

BNRG) since August 2022 and a director at Ever After Foods since February 2022.

Franco-Yehuda has also served as a member of the board of directors of Brenmiller

BNRG) since August 2022 and a director of Ever After Foods since February 2022.

Franco-Yehuda holds a

bachelor’s degree with honors in economics and accounting from Haifa University, Israel, and is a certified public accountant in

Lorne Abony became a director

of the Company in July, 2023.

Abony, is an experienced entrepreneur who has decades of experience building and scaling multi-billion-dollar

global businesses – both public and private companies – across multiple industries.

He has served as a member of the board

of directors of Yooma Wellness Inc.

YOOM), a company that markets, distributes and sells “wellness” products, including

hemp seed oil and hemp-derived and cannabinoid products, since June 2020, of Einride AB, a freight technology company, since December

2021, of Amy Insights Inc., a company that simplifies sales performance tracking, since August 2022, and of VitroLabs Inc., a company

that manufactures leather using stem cell-based technologies, since June 2023.

Abony previously served as a member of the board of

directors of Emmac Life Sciences Ltd., a medicinal cannabis company, from February 2018 to March 2021.

Abony received his undergraduate

degree magna cum laude from McGill University and after graduating from the University of Windsor law school in 1994 with an LL.B and

the University of Detroit Mercy with a J.D.

(Juris Doctor), he practiced corporate and securities law at a large Toronto law firm.

Abony subsequently earned his MBA from Columbia Business School and embarked upon his successful and continuing entrepreneurial career.

We believe that Mr.

qualifications to sit on our Board include his experience in building and scaling global businesses, vast experience in capital markets

and strategic planning, and his experience in the cellular agriculture and cultivated food sectors.

On June 30, 2024, Ms.

Franco-Yehuda

notified the Company of her resignation from her position as CFO, Treasurer and Secretary of the Company, which will become effective

as of September 30, 2024.

Franco-Yehuda’s resignation was for personal reasons and was not due to any disagreement with the

Company on any matter relating to the Company’s operations, policies or practices.

July 2, 2024, the Board appointed Liat Zalts, age 40, to serve as the Company’s CFO and Treasurer effective as of September 30,

Prior to her appointment as CFO, Mrs.

Zalts served as the Company’s Director of Finance

since December 2022.

From March 2018 to November 2022, Mrs.

Zalts served as a CFO of Matics Manufacturing Analytics Ltd., a SaaS, high-tech

company based in Israel.

From October 2008 to February 2018, Mrs.

Zalts worked at Ernst & Young Israel (EY) and, between 2014 and

2018, served as a manager of audit groups relating to public and private companies in the high-tech department.

Zalts holds a bachelor’s

degree in economics and business management from Haifa University, a degree in accounting from Bar Ilan University and is a certified

public accountant in Israel.

Birger became a director

of the Company in July 2021.

Birger has been serving as the chairman of the board of directors of Sight Diagnostic Ltd.

2014 and as interim CEO from July 2022, as chairman of the board of directors of Nurami Medical Ltd., or Nurami, from April 2016 to March

2022, and is currently a director of Nurami, Ultrasight Medical Imaging Ltd.

from June 2019, Intelicanna Ltd.

INTL) from April

2021 until April 2022, Matricelf Ltd.

(TASE:MTLF ) from December 2020, Galooli from September 21 and as a director of IceCure Medical

ICCM) since August 2012, Vibrant Ltd.

since December 2014 until March 2023, Hera Med Ltd.

HMD) since November 2019,

Citrine Global (OTC:

CTGL) since March 2020, Kadimastem Ltd.

KDST) since December 2020 and Netiv Ha’or, a subsidiary of the

Israel Electric Corporation Ltd., since March 2020 until March 2023, and as chairman and director in a variety of non-profit organizations.

Birger served as the chairman of the board of directors of Sight Diagnostic Ltd.

from June 2014 until

February 2024 and as interim CEO from July 2022 until March 2024, as chairman of the board of directors of Nurami Medical Ltd., or Nurami,

from April 2016 to March 2022, and is currently a director of Nurami, Chairman or director of Ultrasight Medical Imaging Ltd.

June 2019, Intelicanna Ltd.

INTL) from April 2021 until April 2022, Matricelf Ltd.

(TASE:MTLF ) from December 2020, Galooli from

September 21 and as a director of IceCure Medical Ltd.

ICCM) since August 2012 until May 2024 , Vibrant Ltd.

from December 2014

until March 2023, Hera Med Ltd.

HMD) from November 2019 until March 2024, Citrine Global (OTC:

CTGL) from March 2020 until January

2024, Kadimastem Ltd.

KDST) from December 2020 until December 2023, VVT Medical since February 2024 and Netiv Ha’or, a subsidiary

of the Israel Electric Corporation Ltd., from March 2020 until March 2023, and as chairman and director in a variety of non-profit organizations.

Prior to that, Mr.

Birger has served as member of the board of directors of MCS Medical Compression Systems (DBN) Ltd.

(TASE:MDCL) from

March 2015 to May 2018, Mekorot National Water Company Ltd.

Birger has served as Chairman or member of the board of directors of MCS Medical Compression Systems (DBN) Ltd.

from March 2015 to May 2018, Mekorot National Water Company Ltd.

from November 2015 to November 2018, and chairman of the board of directors

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qualifications to sit on our Board include his extensive experience in the high-tech sector and life-science industry, his experience

serving as a director of public companies, his vast skill and expertise in accounting and economics as well as his knowledge and familiarity

with corporate finance.

serving as Chairman, CEO and a director of public companies, his vast skill and expertise in accounting and economics as well as his knowledge

and familiarity with corporate finance.

Levi became a director

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Shemesh-Rasmussen became

a director of the Company in June 2021.

Shemesh-Rasmussen has served as the Chief Commercial Officer of Octave Bioscience, Inc.

February 2021.

a director of the Company in January 2021.

Shemesh-Rasmussen served as the Chief Commercial Officer of Octave Bioscience, Inc.

2021 and 2024.

Prior to this role, Ms.

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Audit Committee and Audit Committee Financial Expert

Until April 27, 2023, the

members of our Audit Committee were Mr.

Doron Birger, Mrs.

Varda Shalev and Ms.

Maital Shemesh-Rasmussen.

Varda Shalev was not re-nominated

as a director for the 2023 annual meeting of shareholders, held on April 27, 2023, or the 2023 Annual Meeting, and her membership on the

Board and Audit Committee terminated on April 27, 2023.

Immediately following the vacancy, the Board appointed Mr.

Rami Levy to serve

on the Audit Committee.

Following his appointment to the Board in July 2023, the Board appointed Mr.

Lorne Abony to serve on the Audit

Committee in place of Mr.

Levy as of July 11, 2023.

June 25, 2024, the members of our Audit Committee were Mr.

Lorne Abony and Ms.

Shemesh-Rasmussen .

Abony was not re-nominated as a director for the 2024 annual meeting

of shareholders, held on June 25, 2024, or the 2024 Annual Meeting, and his membership on the Board and Audit Committee terminated on

June 25, 2024.

Following the 2024 Annual Meeting, Mr.

Levi was appointed to serve on the Audit Committee of the Board, to replace Mr.

Birger is the Chairman of the Audit Committee, and our Board has determined that

all members of the Audit Committee are “independent” as defined by the rules of the SEC and the Nasdaq rules and regulations.

The Board also determined that Mr.

The Board also determined that M r.

Birger is an Audit Committee financial expert.

The Audit Committee operates under a written charter

that is posted on our website at www.pluri-biotech.com.

The information on our website is not incorporated by reference into this Annual

The primary responsibilities of our Audit Committee include:

● Appointing, compensating and

retaining our registered independent public accounting firm;

The Audit Committee operates under a written charter that is posted on our website at www.pluri-biotech.com.

The primary responsibilities

of our Audit Committee include:

Appointing, compensating

and retaining our registered independent public accounting firm;

Overseeing the work performed

by any outside accounting firm;

● Assisting the Board in fulfilling

its responsibilities by reviewing:

(i) the financial report provided by us to the SEC, our shareholders or to the general public, and

(ii) our internal financial and accounting controls;

● Recommending, establishing and

monitoring procedures designed to improve the quality and reliability of the disclosure of our financial condition and results of operations.

Our Audit Committee held six meetings during fiscal year 2023.

Compensation Committee

Until April 27, 2023, the

members of our Compensation Committee were Mr.

the Board in fulfilling its responsibilities by reviewing:

(i) the financial report provided by us

to the SEC, our shareholders or to the general public, and (ii) our internal financial and accounting

Recommending,

establishing and monitoring procedures designed to improve the quality and reliability of the disclosure

of our financial condition and results of operations;

Overseeing the Company’s risk management

arising from cybersecurity threats.

Audit Committee held five meetings during fiscal year 2024.

June 25, 2024, the members of our Compensation Committee were Mr.

Rami Levi, Mrs.

Maital Shemesh-Rasmussen and Mrs.

Varda Shalev.

Varda Shalev was not

re-nominated as a director for the 2023 annual meeting of shareholders, held on April 27, 2023, and her membership on the Board and Compensation

Committee terminated as of April 27, 2023.

Immediately following the vacancy, the Board appointed Mr.

Doron Birger to serve on the Compensation

Following his appointment to the Board in July 2023, the Board appointed Mr.

Lorne Abony to serve on the Compensation Committee

in place of Mr.

Birger as of July 11, 2023.

Shemesh-Rasmussen is the Chairman of the Compensation Committee.

The Board has determined

that all of the members of the Compensation Committee are “independent” as defined by the rules of the SEC and Nasdaq rules

and regulations.

The Compensation Committee operates under a written charter that is posted on our website at www.pluri-biotech.com.

information on our website is not incorporated by reference into this Annual Report.

Maital Shemesh-Rasmussen and Mr.

Abony was not re-nominated as a director for the 2024 annual meeting of

shareholders, held on June 25, 2024 and his membership on the Board and Compensation Committee terminated as of June 25, 2024.

June 25, 2024, the members of our Compensation Committee are Mr.

Levi and Mrs.

Shemesh-Rasmussen.

Shemesh-Rasmussen is the Chairperson of the Compensation Committee.

The Board has determined that all of the members of the Compensation

Committee are “independent” as defined by the rules of the SEC and Nasdaq rules and regulations.

The Compensation Committee

operates under a written charter that is posted on our website at www.pluri-biotech.com.

The primary responsibilities of our Compensation

Committee include:

● Reviewing and recommending to

our Board of the annual base compensation, the annual incentive bonus, equity compensation, employment agreements and any other benefits

of our executive officers;

● Administering our equity-based

plans and making recommendations to our Board with respect to our incentive–compensation plans and equity–based plans;

● Annually reviewing and making

recommendations to our Board with respect to the compensation policy for such other officers as directed by our Board.

Our Compensation Committee

held five meetings during fiscal year 2023.

Nominating Committee

The members of our Nominating

Committee are Rami Levi and Maital Shemesh-Rasmussen.

Reviewing and recommending

to our Board of the annual base compensation, the annual incentive bonus, equity compensation, employment agreements and any other

benefits of our executive officers;

Administering

our equity-based plans and making recommendations to our Board with respect to our incentive–compensation

plans and equity–based plans;

reviewing and making recommendations to our Board with respect to the compensation policy for such

other officers as directed by our Board;

Administration of our clawback policy.

Compensation Committee held two meetings during fiscal year 2024.

members of our Nominating Committee are Rami Levi and Maital Shemesh-Rasmussen.

Levi is the Chairman of the Nominating Committee.

The Board has determined

that all of the members of the Nominating Committee are “independent” as defined by the rules of the SEC and Nasdaq rules

and regulations.

The Board has determined that all of the members of the Nominating Committee are “independent” as defined by the rules

of the SEC and Nasdaq rules and regulations.

The Nominating Committee operates under a written charter that is posted on our website, www.pluri-biotech.com.

The information on our website is not incorporated by reference into this Annual Report.

The primary responsibilities of our Nominating

Committee include:

● Overseeing the composition and

size of the Board, developing qualification criteria for Board members and actively seeking, interviewing and screening individuals qualified

to become Board members for recommendation to the Board;

● Recommending the composition

of the Board for each annual meeting of shareholders;

● Reviewing periodically with

the Chairman of the Board and the Chief Executive Officer the succession plans relating to positions held by directors and making recommendations

to the Board with respect to the selection and development of individuals to occupy those positions.

The primary responsibilities of our Nominating Committee include:

Overseeing the composition and size of the Board, developing qualification criteria for Board members and actively seeking, interviewing and screening individuals qualified to become Board members for recommendation to the Board;

Recommending the composition of the Board for each annual meeting of shareholders;

Reviewing periodically with the Chairman

of the Board and the CEO the succession plans relating to positions held by directors and making recommendations to the Board with respect

to the selection and development of individuals to occupy those positions.

Our Nominating Committee

did not hold any meetings during Fiscal Year 2024 and took action by written consent once.

Investments Committee

Doron Birger is the Chairman

and sole member of the Investment Committee, and the Board has determined that he is an “independent” director as defined

by the rules of the SEC and Nasdaq rules and regulations.

The Investment Committee operates

under a written charter that is posted on our website, www.pluri-biotech.com.

The primary responsibilities of our Investment Committee

● Managing the Company’s investment portfolio, including periodically

reviewing the performance and effectiveness of the Company’s’ investment portfolio;

● Establishing and periodically reviewing the Company’s investment

guidelines and hedging policies;

● Monitoring and analyzing the Company’s foreign exchange risks

and exposures;

● Recommending the Company’s investment advisers, monitoring their

performance and when appropriate, recommending terminating their engagement;

on a periodic basis the Company’s cashflow.

Our Investment Committee held

four meetings with executive management and consultants during Fiscal Year 2024.

Director Nominations

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a specific weight, nor does the Company have a diversity policy.

The Company believes that the backgrounds and qualifications of its

directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to

fulfill its responsibilities.

The Company believes that the backgrounds and qualifications of its directors,

considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its

responsibilities.

We have never received communications

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Our Board has adopted a Code

of Business Conduct and Ethics that applies to, among other persons, members of our Board, our officers including our CEO (being our

principal executive officer) and our CFO (being our principal financial and accounting officer) and our employees.

of Business Conduct and Ethics that applies to, among other persons, members of our Board, our officers including our CEO (being our principal

executive officer) and our CFO (being our principal financial and accounting officer) and our employees.

Our Code of Business Conduct

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from, a provision of our Code of Conduct by posting such information on the website address specified above.

COMPENSATION.

EXECUTIVE COMPENSATION.

Summary Compensation Table

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the compensation owed to our CEO and our CFO, or our named executive officers, for the fiscal years ended June 30, 2024 and 2023.

do not currently have any other executive officers.

not currently have any other executive officers.

Name and Principal Position

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281,693 (6)(9)

2,169,642 (6)

Chen Franco-Yehuda

The information is provided for each fiscal year, which

begins on July 1 and ends on June 30.

The information is provided for each fiscal year, which begins on July 1 and ends on June 30.

Amounts paid for Salary which were originally

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The salaries of Mr.

Franco-Yehuda are comprised of base salaries and additional payments and provisions such as welfare benefits, paid time-off,

life and disability insurance and other customary or mandatory social benefits to employees in Israel.

Franco-Yehuda are comprised of base salaries and additional payments and provisions such as welfare benefits, paid time-off, life

and disability insurance and other customary or mandatory social benefits to employees in Israel.

Yanay and Ms.

Franco-Yehuda,

we have accrued, but have not yet paid, bonuses during fiscal year 2023 of $128,058 and $66,062 respectively, for certain target bonuses

as a result of the achievement of certain milestones that were defined by the Compensation Committee.

We expect to pay such bonuses by

November 2023.

Franco-Yehuda, we have accrued, but have not

yet paid, bonuses during fiscal year 2024 of $23,976 and $7,992 respectively, for certain performance-based bonuses as defined in their

employment agreement.

We expect to pay such bonuses during the second quarter of fiscal year 2025.

Yanay and Ms.

Franco-Yehuda, we have accrued, bonuses during fiscal year 2023 of $128,058 and $66,062 respectively, for certain target bonuses as a result of the achievement of certain milestones that were defined by the Compensation Committee.

On November 13, 2023, the Compensation Committee approved a bonus payment of $84,000, which was paid in March 2024, to Mr.

Yanay and a bonus payment of $43,000, which was paid in March 2024, to Ms.

Franco-Yehuda based on their achievement of several performance goals.

The fair value recognized for the share-based awards was determined as of the grant date in accordance with Accounting Standard Codification, or ASC, Topic 718.

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On December 14, 2022, Mr.

Yanay, agreed to forgo,

starting January 1, 2023, $375,000 of his annual cash salary for the next twelve months in return for equity grants, issuable under our

existing equity compensation plans.

Yanay, agreed to forgo, starting January

1, 2023, $375,000 of his annual cash salary for the next twelve months in return for equity grants, issuable under our existing equity

compensation plans.

In that regard, we granted Mr.

Yanay (i) 334,821 RSUs, vesting ratably each month, and (ii) options

to purchase 334,821 common shares, vesting ratably each month, with a term of 3 years, at an exercise price of $1.12 per share.

the Board of Directors also agreed to grant Mr.

Yanay options to purchase 1,500,000 common shares, with a term of 3 years, with the following

(i) options to purchase 500,000 common shares at an exercise price of $1.56 per share, 50% vesting on June 30, 2023 and 50% vesting

on December 31, 2023, (ii) options to purchase 500,000 common shares at an exercise price of $2.08 per share, 50% vesting on June 30,

2023 and 50% vesting on December 31, 2023, and (iii) options to purchase 500,000 common shares at an exercise price of $2.60 per share,

50% vesting on June 30, 2023 and 50% vesting on December 31, 2023.

Yanay (i) 41,853 RSUs, vesting ratably each month, and (ii) options to purchase 41,853

common shares, vesting ratably each month, with a term of 3 years, at an exercise price of $8.96 per share.

In addition, the Board also

agreed to grant Mr.

Yanay options to purchase 187,500 Common Shares, with a term of 3 years, with the following terms:

(i) options to

purchase 62,500 common shares at an exercise price of $12.48 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023,

(ii) options to purchase 62,500 common shares at an exercise price of $16.64 per share, 50% vesting on June 30, 2023 and 50% vesting on

December 31, 2023, and (iii) options to purchase 62,500 Common Shares at an exercise price of $20.8 per share, 50% vesting on June 30,

2023 and 50% vesting on December 31, 2023.

All options were granted in January 2023 and will expire on April 27, 2026.

Includes costs in connection with car and mobile phone expenses for Mr.

Yanay for fiscal year 2023.

We have also paid Mr.

Yanay the tax associated with the company car benefit, which is grossed-up and is part of the amount in the “Salary” column.

Includes costs in connection with a company car or car expenses reimbursement and mobile phone expenses for Ms.

Franco-Yehuda for fiscal year 2023.

On February 26, 2022, the Subsidiary allocated

19,987 of its shares in Ever After Foods to Mr.

Yanay pursuant to the terms of his employment agreement.

The fair value recognized for

these shares was $705,000.

This column also includes costs in connection

Includes costs in connection

with car and mobile phone expenses for Mr.

Yanay in the amount of $41,000 for fiscal year 2022.

Yanay for fiscal year 2024 and 2023.

We have also paid Mr.

Yanay the tax associated

with the company car benefit, which is grossed-up and is part of the amount in the “Salary” column.

On February 26, 2022, the Subsidiary allocated

6,562 of its shares in Ever After Foods to Ms.

Franco-Yehuda pursuant to the terms of her employment agreement.

The fair value recognized

for these shares was $235,000.

This column also includes costs in connection

Yanay the tax associated with

the company car benefit, which is grossed-up and is part of the amount in the “Salary” column.

Includes costs in connection

with a company car or car expenses reimbursement and mobile phone expenses for Ms.

Franco-Yehuda in the amount of $19,000 for Fiscal Year

Employment and Consulting Agreements

Franco-Yehuda for fiscal year 2024 and 2023.

In December 2023, in light of the ongoing

conflict in Israel and challenges in predicting its resolution and the subsequent impact on the Company’s operations, and in

order to ensure the Company’s financial stability, the Board approved, at the recommendation of the Company’s management,

(i) a 20% monthly cash salary reduction in the amount of 39,600 NIS to Mr.

Yanay, our CEO, for the months of January 2024 and February

2024, (ii) a 20% cash salary reduction in the amount of 39,000 NIS to Mrs.

Franco – Yehuda, our Chief Financial Officer, or

CFO, for the months of December 2023, January 2024 and February 2024.

Employment Agreements

During fiscal year 2024, we

had the following written agreements and other arrangements concerning compensation with our named executive officers:

(a) Starting January 1, 2021, until December 31, 2022 Mr.

monthly salary is NIS 99,000, approximately $30,000 per month.

On December 14, 2022, Mr.

Yanay agreed to forgo, starting January 1, 2023,

$375,000 of his annual cash salary for the next twelve months in return for equity grants, issuable under our existing equity compensation

In that regard, we granted Mr.

Yanay (i) 334,821 RSUs, vesting ratably each month, and (ii) options to purchase 334,821 common

shares, vesting ratably each month, with a term of 3 years, at an exercise price of $1.12 per share.

In addition, the Board of Directors

also agreed to grant Mr.

Yanay options to purchase 1,500,000 common shares, with a term of 3 years, with the following terms:

to purchase 500,000 common shares at an exercise price of $1.56 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31,

2023, (ii) options to purchase 500,000 common shares at an exercise price of $2.08 per share, 50% vesting on June 30, 2023 and 50% vesting

on December 31, 2023, and (iii) options to purchase 500,000 common shares at an exercise price of $2.60 per share, 50% vesting on June

30, 2023 and 50% vesting on December 31, 2023.

All options were granted in January 2023 and will expire on April 27, 2026.

is provided with a cellular phone and a Company car pursuant to the terms of his agreement.

Starting January 1, 2021, Mr.

Yanay’s monthly salary is NIS 99,000, approximately $30,000 per month.

Yanay is also provided with a cellular phone and a Company car (including gross payment of tax associated with the company car benefit) pursuant to the terms of his agreement.

Furthermore, Mr.

Yanay is entitled to a performance-based

bonus of 1.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal to up to seven times

his monthly salary subject to milestones and performance targets that was set by our Compensation Committee.

The Board may also grant

Yanay is entitled to a performance-based bonus of 1.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal to up to seven times his monthly salary subject to milestones and performance targets that was set by our Compensation Committee.

The Board may also grant Mr.

Yanay a discretionary bonus of up to 3 months of his monthly salary.

(b) Starting January 1, 2021, Ms.

Starting January 1, 2021,

Franco-Yehuda’s monthly salary is NIS 65,000.

Franco-Yehuda also receives cellular phone expense reimbursements and is entitled

to car expense reimbursements or Company car pursuant to the terms of her employment agreement.

Franco-Yehuda also receives cellular phone expense reimbursements and

is entitled to car expense reimbursements or Company car pursuant to the terms of her employment agreement.

Furthermore, Ms.

Franco-Yehuda is entitled

to a performance-based bonus of 0.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal

to up to five and a half times her monthly salary, subject to milestones and performance targets that was set by our Compensation Committee.

Franco-Yehuda

is entitled to a performance-based bonus of 0.5% from amounts received by us from non-diluting funding and strategic deals and a

target bonus equal to up to five and a half times her monthly salary, subject to milestones and performance targets that was set

by our Compensation Committee.

The Board may also grant Ms.

Franco-Yehuda a discretionary bonus of up to 3 months of her monthly salary.

Franco-Yehuda a discretionary bonus of up to 3 months of her monthly

September 18, 2024, the Company entered into an employment agreement and a standard indemnification

agreement with Liat Zalts, as the Company’s CFO and Treasurer effective as of September 30,

Zalts was granted 15,000 RSUs with a three-year vesting period (50% will vest quarterly

on the first year, 25% will vest quarterly on the second year and 25% will vest quarterly on the

Except as otherwise set forth herein, there is no arrangement or understanding between

Zalts any other person pursuant to which she was appointed as CFO and there are no transactions

Zalts has an interest requiring disclosure under Item 404(a) of Regulation S-K.

On September 18, 2024, the Board approved a

bonus payment of $31,500 to the CEO and a bonus payment of $36,850 to the CFO in accordance with their employment agreements.

expect to make these payments during the next quarter.

In addition, the Board also approved a special bonus of $131,250 for the CEO

and a bonus payment of $43,750 for the CFO, which will be paid in common shares in the coming month.

Accordingly, the Board resolved

that the issuance of shares to the CEO and to the CFO will be made under the Company’s 2019 Plan.

Potential Payments Upon Termination

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and (ii) in the event of termination

Franco-Yehuda’s employment, she is entitled to a severance payment, under Section 14 of the Israeli Severance Pay Law, and

an adjustment fee that equals her monthly salary amount multiplied by three, plus the number of years the employment agreement remains

in force from June 30, 2020, but in any event no more than six years in the aggregate.

Franco-Yehuda’s employment, she is entitled to a severance payment, under Section 14 of the Israeli Severance Pay Law, 1963,

or the Severance Pay Law, and an adjustment fee that equals her monthly salary amount multiplied by three, plus the number of years the

employment agreement remains in force from June 30, 2020, but in any event no more than six years in the aggregate.

In addition, Mr.

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in case of our change in control as defined in their respective employment agreements.

In consideration with the

options and RSUs granted to Mr.

Yanay in the amount of 334,821 each with respect to his acceptance to forgo part of his salary on December

14, 2022 and the options granted to Mr.

Yanay in the amount of 1,500,000 as described above, the vesting of the options shall accelerate

in the following circumstances:

(i) in case of the termination by the Company of the optionee’s employment arrangement in the position

as CEO and President with the Company or any subsidiary, 100% of any unvested options;

and (ii) in the event of a Change of Control,

100% of any unvested options.

For clarification purposes,

the acceleration mechanism detailed above does not apply to the 500,000 RSUs granted to our CEO in September 2020, that were linked to

the achievement of our market capitalization reaching of $550 million during the three-year period from the date of the grant.

The following table displays

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Accelerated Vesting of RSUs (1)

Accelerated Vesting of Options (8)

Terminated due to officer resignation

$ 644,097 (5)

$ 232,555 (2)

Terminated due to discharge of officer

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$ 137,111 (6)

$ 114,473 (2)

Terminated due to discharge of officer

$ 137,111 (6)

$ 228,946 (7)

Change in control

Value shown represents the difference between the closing

market price of our common shares on June 30, 2023, of $0.77 per share and the applicable exercise price of each grant.

Up to 50% of all unvested RSUs issued under the applicable

equity incentive plans vest upon resignation under the terms of those plans, subject to the approval of the Board at its sole discretion.

All unvested RSUs issued under the applicable equity incentive

plans vest upon an involuntary termination due to discharge, except for cause, excluding 500,000 RSUs granted on September 10, 2020,

that will vest upon achievement of increasing market capitalization of our common shares on the Nasdaq Global Market to $550 million

within no more than 3 years from the date of grant.

As of September 10, 2023, the conditions for vesting of the aforementioned

RSUs were not met and the RSUs expired.

All unvested RSUs issued under the applicable equity incentive plans vest upon a change in control under the terms of those plans excluding 500,000 RSUs granted on September 10, 2020, that will vest upon achievement of increasing market capitalization of our common shares on the Nasdaq Global Market to $550 million within no more than 3 years from the date of grant.

As of September 10, 2023, the conditions for vesting of the aforementioned RSUs were not met and the RSUs expired.

Pursuant to his employment agreement, in case

of termination, Mr.

Yanay is entitled to adjustment fees of $240,000.

$ 228,946 (7)

Value shown represents the difference between the closing market price of our common shares on June 30, 2024, of $5.78 per share and the applicable exercise price of each grant.

Up to 50% of all unvested RSUs issued under the applicable equity incentive plans vest upon resignation under the terms of those plans, subject to the approval of the Board at its sole discretion.

All unvested RSUs issued under the applicable equity incentive plans vest upon an involuntary termination due to discharge, except for cause.

All unvested RSUs issued under the applicable equity incentive plans vest upon a change in control under the terms of those plans.

Pursuant to his employment agreement, in case of termination, Mr.

Yanay is entitled to adjustment fees of $326,000 (nine (9) months salaries including provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel).

In addition, as of June 30, 2024, Mr.

Yanay is eligible to receive

severance payments of $307,000, out of which $247,000 have been accrued in his severance fund.

Therefore, we will need to pay the difference

Yanay is eligible to receive severance payments of $318,000, out of which $280,000 have been accrued in his severance fund.

Therefore, we will need to pay the difference between Mr.

Yanay’s eligibility to receive severance payment and the value of the fund, which as of June 30, 2024, amounted to $38,000.

Pursuant to her employment agreement,

in case of termination, Ms.

Franco-Yehuda’s is entitled to adjustment fees of $105,405 and not eligible to receive severance payments

since she is subject to Section 14 of the Israeli Severance Pay Law, 1963 (“Severance Pay Law”).

All unvested RSUs issued under the applicable

equity incentive plans vest upon an involuntary termination due to discharge, except for cause, or upon a change in control.

All unvested options issued under the applicable equity incentive plans

vest upon an involuntary termination due to discharge, except for cause, or upon a change in control.

Pursuant to her employment agreement, in case of termination, Ms.

Franco-Yehuda’s is entitled to adjustment fees of $137,000 (six (6) months salaries including provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel) and severance payments, according to Section 14 of the Severance Pay Law.

Pension, Retirement or Similar Benefit Plans

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at the discretion of our Board in the future.

Outstanding Equity Awards at the

End of Fiscal Year 2023

Outstanding Equity Awards at the End of Fiscal

The following table presents

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2019 Equity Compensation Plan, or the 2019 Plan, and 2016 Equity Compensation Plan, or the 2016 Plan:

of shares and options that have not vested

value of shares and options that have not vested

incentive plan awards:

Number of Securities Underlying Unexercised

Option Awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Option exercise price ($)

Option expiration date

Number of shares that have not vested (#)

incentive plan awards:

Market value of shares that have not vested ($)

Chen Franco-Yehuda

500,000 RSUs granted on September 10 ,2020 vest in full

upon milestone achievement of increasing our market capitalization on the Nasdaq Global Markets to $550 million within no more than

three years from the date of grant.

As of September 10, 2023, the conditions for vesting of the aforementioned RSUs were not met

and the RSUs expired.

156,250 RSUs vest in 5 equal installments of 31,250 on

September 10, 2023, and every three months thereafter.

167,415 options vests in 6 equal installments of 27,901 on July 31,

2023, and every month thereafter, as part of his salary waiver as described above.

167,415 RSUs vest in 6 equal installments of 27,901 on

July 31, 2023, and every month thereafter, as part of his salary waiver as described above.

750,000 options vests in one installment on December 31,

31,250 RSUs vest in 5 equal installments of 6,250 on September

10, 2023, and every three months thereafter.

Long-Term Incentive Plans-Awards in Last Fiscal Year

We have no long-term incentive

plans, other than the 2016 Plan and the 2019 Plan, described in Item 12 below.

3,907 RSUs vest in one equal installment on September 10, 2024.

76,563 RSU vest as follow:

(a) 32,811 RSUs vest in three equal installments of 10,937 on July 23, 2024 and three months thereafter;

and (b) 43,752 RSUs vest in eight equal installments of 5,469 on April 23, 2025 and every three months thereafter.

782 RSUs vest in one equal installment on September 10, 2024.

38,830 RSU vest as follow:

(a) 16,638 RSUs vest in three equal installments of 5,546 on July 23, 2024 and three months thereafter;

and (b) 22,192 RSUs vest in eight equal installments of 2,774 on April 23, 2025 and every three months thereafter.

Director Compensation

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during fiscal year 2024:

Earned or Paid in Cash

Varda Shalev (1)

Lorne Abony (1)

Maital Shemesh-Rasmussen

Effective as of April 27, 2023, Ms.

Varda Shalev, the Board

and the Nominating Committee mutually agreed that Ms.

Shalev would not be re-nominated as a director nominee.

Such decision was not

due to any disagreement on any matter relating to the Company’s operations, policies or practices.

Abony requested that he not be re-nominated as a director nominee, and such decision was not due to any disagreement on any matter relating to the Company’s operations, policies or practices.

Effective as of June 25, 2024, he ceased being a Board member.

Excluding VAT.

The fair value recognized for the stock-based awards was determined as of the grant date in accordance with ASC 718.

As of June 30, 2024, we have

outstanding grants to our non-executive directors aggregating 1,579,915 RSUs of which 876,530 were exercisable or vested, as the case

may be, as follows:

restricted shares

Total unvested restricted shares and RSUs.

Zami Aberman (1)

outstanding grants to our non-executive directors aggregating 163,635 RSUs of which 140,583 were exercisable or vested, as the case may

be, as follows:

Lorne Abony (1)

Maital Shemesh-Rasmussen

Includes 500,000 RSUs

granted on September 10, 2020, that will vest upon achievement of increasing market capitalization of our common shares on the Nasdaq

Global Market to $550 million within no more than 3 years from the date of grant.

As of September 10, 2023, the conditions for vesting

of the aforementioned RSUs were not met and the RSUs expired.

For all directors, the vesting

of directors’ share options, RSUs and restricted share accelerates in the following circumstances:

(1) if the director is not re-nominated

to serve on the Board or the director is not re-elected by stockholders at a special or annual meeting, this will result in the acceleration

of 100% of any unvested award, and (2) the voluntary resignation of a director will result in the acceleration of up to 50% of any unvested

award subject to Board approval.

In addition, a change in control will result in the acceleration of 100% of any unvested award of our

(1) Since Mr.

Abony ceased being a Board member, as described above, 50% of his unvested awards were

accelerated, following the Board’s approval, and 50% of his awards were forfeited.

For all directors, the

vesting of directors’ share options, RSUs and restricted share accelerates in the following circumstances:

(1) if the director is

not re-nominated to serve on the Board or the director is not re-elected by stockholders at a special or annual meeting, this will result

in the acceleration of 100% of any unvested award, and (2) the voluntary resignation of a director will result in the acceleration of

up to 50% of any unvested award subject to Board approval.

In addition, a change in control will result in the acceleration of 100% of

any unvested award of our directors.

Aberman serves as our

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Aberman pursuant

Aberman currently receives a yearly gross amount of $116,000 plus VAT ($9,667 per month), payment will be made on a monthly

On February 13, 2023, at the recommendation of our Compensation Committee, our Board approved, effective as of January 1, 2023,

a new arrangement of consulting fee of Mr.

Aberman from NIS 30,500 per month to $116,000 per year.

All amounts that were paid, were paid

plus value added tax.

Aberman is also entitled, Subject to Board’s discretion, a special bonus payment of up to US$75,000 for

extraordinary performance, or special efforts devoted on behalf of the Company.

In addition, the Board of Directors or the Company’s

Compensation Committee may decide to grant the Consultant with other bonus at the Board discretion.

Aberman is also entitled to a

monthly car expenses reimbursement of NIS 4,000.

Aberman currently receives a yearly gross amount of $116,000 plus VAT as applicable in Israel, payment is made on a monthly

Aberman is also entitled, Subject to Board’s discretion, a special bonus payment of up to US$75,000 for extraordinary

performance, or special efforts devoted on behalf of the Company.

In addition, the Board or the Board’s Compensation Committee may

decide to grant Mr.

Aberman with other bonuses at the Board discretion.

Aberman is also entitled to a monthly car expenses reimbursement

of NIS 4,000.

Other than as described above,

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Other than indicated above,

no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or

special assignments during fiscal year 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth

certain information, to the best knowledge and belief of the Company, as of September 8, 2023 (unless provided herein otherwise), with

respect to holdings of our common shares by (1) each person known by us to be the beneficial owner of more than 5% of the total number

of our common shares outstanding as of such date;

no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special

assignments during fiscal year 2024.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets

forth certain information, to the best knowledge and belief of the Company, as of September 13, 2024 (unless provided herein otherwise),

with respect to holdings of our common shares by (1) each person known by us to be the beneficial owner of more than 5% of the total

number of our common shares outstanding as of such date;

(2) each of our directors;

(3) each of our named executive officers;

and (4) all of

our directors and our executive officers as a group.

all of our directors and our executive officers as a group.

Unless otherwise indicated,

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CEO, President and Director

2,121,811 (2)

Chen Franco-Yehuda

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Directors and Executive Officers as a group (6 persons)

3 ,238,680 (5)

5% Shareholders

2,305,877 (6)

3,599,621 (7)

* less than 1%

on 41,351,870 Common Shares issued and outstanding as of September 8, 2023.

Except as otherwise indicated, we believe that the beneficial

owners of the Common Shares listed above, based on information furnished by such owners, have sole investment and voting power with respect

to such shares, subject to community property laws where applicable.

Beneficial ownership is determined in accordance with the rules

of the SEC and generally includes voting or investment power with respect to securities.

Merchant Adventure Fund L.P.

Based on 5,470,163 Common Shares issued and outstanding as of September 13, 2024.

Except as otherwise indicated, we believe that the beneficial owners of the Common Shares listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares subject to options, warrants

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holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

Includes a warrant to acquire up to 7,143

shares and options to acquire 1,029,010 shares.

Includes a warrant to acquire up to 7,143 shares

Includes options to acquire 229,353 shares and 10.938 RSUs which vest within 60 days.

(3) Includes 5,547 RSUs which vest within 60 days.

(4) Includes 781 RSUs which vest within 60 days.

(5) Includes 754 RSUs which vest within 60 days.

(6) Includes 737 RSUs which vest within 60 days.

(7) Includes 690 RSUs which vest within 60 days.

(8) Includes options to acquire up to 229,353 shares.

Includes a warrant to acquire up to 14,286

shares and options to acquire up to 1,054,010 shares.

upon a Schedule 13G filed by Mr.

Slager, Regals Capital Management LP, or Regals Management, and Regals Fund LP, or Regals Fund, with

the SEC on February 6, 2023.

Regals Fund directly owned 1,554,939 shares.

Regals Management, as the investment manager of Regals Fund,

may be deemed to beneficially own the shares owned directly by Regals Fund.

Slager, as the managing member of the general partner

of Regals Management, may be deemed to beneficially own the shares beneficially owned by Regals Management, in addition to the 750,938

shares he owns directly, not including 486,000 shares issuable upon the exercise of warrants which are subject to a blocker that prevents

the holder from exercising such warrants to the extent that, upon such exercise, the holder would beneficially own in excess

of 4.99% of the Common Shares outstanding.

The address of each of the entities and individual referenced in this footnote is c/o Regals

Capital Management LP, 152 West 57th Street, 9th Floor, New York, NY 10019.

Based solely upon a Schedule 13G filed by Shayna LP, with the SEC on

February 16, 2023.

Shayna directly owned 3,599,621 shares, not including 3,599,621 shares issuable upon the exercise of warrants which

are subject to a blocker that prevents the holder from exercising such warrants to the extent that, upon such exercise, the holder

would beneficially own in excess of 4.99% of the Common Shares outstanding.

The address of the entity referenced in this footnote is Shayna

LP, CO Services, P.O.

Based solely upon a Schedule 13G filed by Mr.

Slager, Regals Capital Management LP, or Regals Management, and Regals Fund LP, or Regals Fund, with the SEC on February 1, 2024.

Regals Fund directly owned 194,493 Common Shares.

Regals Management, as the investment manager of Regals Fund, may be deemed to beneficially own the Common Shares owned directly by Regals Fund.

Slager, as the managing member of the general partner of Regals Management, may be deemed to beneficially own the Common Shares beneficially owned by Regals Management, in addition to the 96,270 Common Shares he owns directly, not including 60,750 Common Shares issuable upon the exercise of warrants which are subject to a blocker that prevents the holder from exercising such warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 4.99% of the Common Shares outstanding.

The address of each of the entities and individual referenced in this footnote is c/o Regals Capital Management LP, 152 West 57th Street, 9th Floor, New York, NY 10019.

Based solely upon a Schedule 13G filed by Mr.

Gunn, with the SEC on February 14, 2024.

The address of the individual referenced in this footnote is 1651 Waverley Street Palo Alto, CA 94301.

Based solely upon a Schedule 13G filed by Merchant Adventure Fund L.P., with the SEC on January 29, 2024.

The address of the entity referenced in this footnote is Merchant Adventure Fund LP, 530 Lytton Avenue, 2nd Floor, Palo Alto, CA 94301.

Based solely upon a Schedule 13G filed by Shayna LP, or Shayna, with the SEC on February 13, 2024.

Shayna directly owned 419,258 Common Shares, not including 449,953 Common Shares issuable upon the exercise of warrants which are subject to a blocker that prevents the holder from exercising such warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 4.99% of the Common Shares outstanding.

The address of the entity referenced in this footnote is Shayna LP, CO Services, P.O.

Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands.

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Under the 2016 Plan, the plan administrator is authorized to grant awards to acquire common shares, restricted shares and RSUs, in each

calendar year, in a number not exceeding 2.75% of the number of our common shares issued and outstanding on a fully diluted basis on

the immediately preceding December 31.

calendar year, in a number not exceeding 2.75% of the number of our common shares issued and outstanding on a fully diluted basis on the

immediately preceding December 31.

In addition, at our annual

meeting of our shareholders held on June 13, 2019, our shareholders approved the 2019 Plan.

Under the 2019 Plan, options, restricted

shares and RSUs may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants

of our subsidiary.

Under the 2019 Plan, options, restricted shares

and RSUs may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of

our subsidiary.

Under the 2019 Plan, the plan administrator is authorized to grant options to acquire common shares, restricted shares

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The Board has determined that

Lorne Abony, Doron Birger, Rami Levi, and Maital Shemesh-Rasmussen are “independent” directors, as defined by the rules of

the SEC and the Nasdaq rules and regulations.

Doron Birger, Rami Levi, and Maital Shemesh-Rasmussen are “independent” directors, as defined by the rules of the SEC and

the Nasdaq rules and regulations.

PRINCIPAL ACCOUNTING

5 unchanged sentences

were comprised of (i) professional services rendered in connection with the audit of our consolidated financial statements for our Annual

Report on Form 10-K, (ii) the review of our quarterly consolidated financial statements for our quarterly reports on Form 10-Q, (iii)

Report on Form 10-K, (ii) the review of our quarterly consolidated financial statements for our quarterly reports on Form 10-Q and, (iii)

audit services provided in connection with other regulatory or statutory filings.

Audit-Related Fees .

These fees were comprised of fees related to the consent relates to our Form S-3 filings.

relate to our tax compliance and tax advisory projects.

These fees were comprised of fees related to the consents related to our Form S-3 filings, consents related to our Form S-8 filings and

fees related to the annual comfort letter relating to our ATM Agreement.

All Other Fees .

fees were comprised of assistance in preparation of our periodical reports to the IIA.

fees were comprised of assistance in preparation of grant applications to the IIA and other agencies.

SEC rules require that before

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pre-approved by our Audit Committee;

entered into pursuant to pre-approval

policies and procedures established by the Audit Committee, provided the policies and procedures are detailed as to the particular service,

the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s

responsibilities to management.

entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

The Audit Committee pre-approves

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to pay PricewaterhouseCoopers during fiscal year 2025.

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).

EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.

Composite Copy of the Company’s Articles of Incorporation as amended on March 27, 2024 (incorporated by reference to Exhibit 3.3 of our quarterly report on Form 10-Q filed on May 9, 2024).

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).

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(incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on July 25, 2022).

Form of Common Share Purchase Warrant dated April 2019 (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on April 5, 2019).

Description of Securities (incorporated by reference to Exhibit 4.3 of our annual report on Form 10-K filed on September 10, 2020).

Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed by Pluri Inc.

with the Secretary of State of the State of Nevada on March 27, 2024 (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on April 1, 2024).

Certificate of Correction to the Certificate of Change, as filed by Pluri Inc.

with the Secretary of State of the State of Nevada on March 28, 2024 (incorporated by reference to Exhibit 3.2 of our current report on Form 8-K filed on April 1, 2024).

Description of Securities.

Form of Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on December 19, 2022).

3 unchanged sentences

and MTM – Scientific Industries Center Haifa Ltd dated December 31, 2021 (incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on February 7, 2022).

Exclusive License and Commercialization Agreement dated June 26, 2013, between Pluristem Ltd.

and CHA (incorporated by reference to Exhibit 10.8 of our annual report on Form 10-K filed on September 11, 2013).

Summary of Directors’ Ongoing Compensation (incorporated by reference to Exhibit 10.8 of our annual report on Form 10-K filed on September 10, 2020).

Summary of Directors’ Ongoing Compensation (incorporated by reference

to Exhibit 10.4 of our quarterly report on Form 10-Q filed on February 12, 2024).

Form of Indemnification Agreement between Pluristem Therapeutics Inc.

2 unchanged sentences

Form of Share Option Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.17 of our annual report on Form 10-K filed on September 7, 2016).

Form of Restricted Share Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.18 of our annual report on Form 10-K filed on September 7, 2016).

Form of Restricted Share Agreement (Israeli directors and officers) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.19 of our annual report on Form 10-K filed on September 7, 2016).

Form of Restricted Stock Unit Agreement (employees) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on February 12, 2024).

Form of Restricted Stock Agreement (executive officers) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on February 12, 2024).

Form of Restricted Stock Agreement (directors) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.3 of our quarterly report on Form 10-Q filed on February 12, 2024)

2019 Equity Compensation Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 25, 2019).

Form of Share Option Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.19 of our annual report on Form 10-K filed on September 12, 2019).

Form of Restricted Share Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report on Form 10-K filed on September 12, 2019).

Form of Restricted Share Agreement (Israeli directors and officers) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.21 of our annual report on Form 10-K filed on September 12, 2019).

Form of Stock Option Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.18 of our annual report on Form 10-K filed on September 12, 2019).

Form of Restricted Stock Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report on Form 10-K filed on September 12, 2019).

Form of Restricted Stock Agreement (Israeli directors and officers) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report on Form 10-K filed on September 12, 2019).

Form of Restricted Stock Unit Agreement (executive officers) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.18 of our annual report on Form 10-K filed on September 13, 2021).

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Zalman (Zami) Aberman dated January 1, 2022 (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on January 3, 2022).

Amendment No.

1 to Consulting Agreement with Mr.

Zalman (Zami) Aberman (incorporated by reference to Exhibit 10.7 of our quarterly report on Form 10-Q filed on February 12, 2024).

Amended and Restated Employment Agreement between Pluristem Ltd.

and Yaky Yanay dated September 10, 2020 (incorporated by reference to Exhibit 10.18 of our annual report on Form 10-K filed on September 10, 2020).

Amendment to the Amended and Restated Employment Agreement, dated December 1, 2023, by and between Pluri-Biotech Ltd.

Chen Franco-Yehuda (incorporated by reference to Exhibit 10.5 of our quarterly report on Form 10-Q filed on February 12, 2024).

Amended and Restated Employment Agreement between Pluristem Ltd.

and Chen Franco-Yehuda dated September 10, 2020 (incorporated by reference to Exhibit 10.19 of our annual report on Form 10-K filed on September 10, 2020).

Amendment to the Amended and Restated Employment Agreement, dated December 25, 2023, by and between Pluri-Biotech Ltd.

Yaacov (Yaky) Yanay (incorporated by reference to Exhibit 10.6 of our quarterly report on Form 10-Q filed on February 12, 2024).

Letter agreement by and between Pluristem Ltd.

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and Pluristem GmbH dated, September 30, 2020 (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on November 5, 2020).

Open Market Sales Agreement, dated July 16, 2020, between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.2 of our registration statement on Form S-3 filed on July 16, 2020).

Letter agreement by and between Pluristem Ltd.

and Rose High Tech Ltd., dated September 13, 2021 (incorporated by reference to Exhibit 10.28 of our annual report on Form 10-K filed on September 13, 2021).

Letter agreement by and between Pluristem Ltd.

and Yaky Yanay, dated September 13, 2021 (incorporated by reference to Exhibit 10.29 of our annual report on Form 10-K filed on September 13, 2021).

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(incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on May 9, 2022).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on December 19, 2022).

List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of our annual report on Form 10-K filed on September 21, 2022).

Consent of Kesselman & Kesselman, Independent Registered Public

Accounting Firm.

Sales Agreement, dated February 13, 2024, by and between the Company and A.G.P (incorporated by reference to Exhibit 1.1 of our current report on Form 8-K filed on February 13, 2024).

Share Purchase Agreement, dated June 12, 2024, by and between Ever After Foods and Investors (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on June 18, 2024).

Amended and Restated Technology License Agreement, dated June 12, 2024, by and between Pluri Biotech Ltd.

and Ever After Foods Ltd.

((incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on June 18, 2024).

Amended and Restated Employment Agreement by and between Pluri Inc.

and Liat Zalts, dated September 18, 2024.

List of Subsidiaries of the Company.

Consent of Kesselman & Kesselman, Independent Registered Public Accounting Firm.

Certification pursuant to Rule 13a-14(a)/15d-14(a) of Yaky Yanay.

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Section 1350 of Chen Franco-Yehuda.

The following materials from our Annual Report on Form 10-K for the

fiscal year ended June 30, 2023 formatted in XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets,

(ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Statements of Changes

in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements, tagged as

blocks of text and in detail.

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101).

Filed herewith.

Furnished herewith.

Management contract or compensation plan.

Certain identified information in the exhibit has been

excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly

The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Clawback Policy.

The following materials from our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 formatted in XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements, tagged as blocks of text and in detail.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

contract or compensation plan.

Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to us if publicly disclosed.

We agree to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

FORM 10-K SUMMARY.

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September 18, 2024

/s/ Lorne Abony

Lorne Abony, Director

September 12, 2023

/s/ Doron Birger

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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-K

Item 9A. Controls and Procedures