Pluri Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. PLURI INC. AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2024 U.S. DOLLARS IN THOUSANDS INDEX Page Report of Independent Registered Public Accounting Firm (PCAOB ID 1309 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-5 Statements of Changes in Shareholders’ Equity F-6 Consolidated Statements of Cash Flows F-8 Notes to Consolidated Financial Statements F-9 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Pluri Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Pluri Inc. and its subsidiaries (the “Company”) as of June 30, 2024 and 2023, and the related consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Liquidity and capital resources As discussed in Note 1c to the consolidated financial statements, management believes that its cash and cash equivalent, restricted cash, and short-term bank deposit as of June 30, 2024, are sufficient to satisfy the Company’s capital needs for at least twelve months from the date of the issuance of these consolidated financial statements. The Company has been funded primarily through offerings of the Company’s securities and borrowings. Management expects that the Company will incur additional losses as it continues to focus its resources on advancing research and development activities as well as commercial operations, which will result in negative cash flows from operating activities. In case that the Company is unable to obtain the required level of financing, operations may need to be scaled down or discontinued. The principal considerations for our determination that performing procedures related to liquidity and capital resources is a critical audit matter are the estimation and execution uncertainty regarding the Company’s future cash flows and management’s judgments and assumptions in estimating these cash flows to conclude the Company would have sufficient liquidity to fund its operations for at least the next twelve months. This in turn led to a high degree of auditor subjectivity and judgment to evaluate the audit evidence supporting the liquidity conclusions. Addressing the matter involved performing procedures and evaluating audit evidence in connection with our overall opinion on the consolidated financial statements. Our audit procedures included, among others, testing the reasonableness of the forecasted revenue, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund its operations for at least the next twelve months. We assessed the appropriateness of the forecast assumptions by comparing prior period forecasts to actual results, comparing forecasted revenue to signed agreements and other references, inquiring of management regarding the process and related controls and investigating mitigating actions to manage cash flows to meet the Company’s budget. /s/ Kesselman & Kesselman Certified Public Accountants (lsr.) A member firm of PricewaterhouseCoopers International Limited Haifa, Israel September 18, 2024 We have served as the Company’s auditor since 2021. F- 2 PLURI INC. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. Dollars in thousands (except share and per share data) June 30, Note 2024 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,783 $ 5,360 Short-term bank deposits 2e 23,202 34,811 Restricted cash 2f 254 269 Prepaid expenses and other current assets 3 868 969 Total current assets 31,107 41,409 LONG-TERM ASSETS: Restricted bank deposits 2g 634 627 Severance pay fund 470 439 Property and equipment, net 4 688 688 Operating lease right-of-use asset 6 6,558 7,633 Other long-term assets 70 1 Total long-term assets 8,420 9,388 Total assets $ 39,527 $ 50,797 The accompanying notes are an integral part of the consolidated financial statements. F- 3 PLURI INC. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. Dollars in thousands (except share and per share data) June 30, Note 2024 2023 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Trade payables $ 964 $ 1,812 Accrued expenses 1,223 1,209 Operating lease liability 6 559 627 Accrued vacation and recuperation 702 873 Other accounts payable 5 1,006 1,100 Total current liabilities 4,454 5,621 LONG-TERM LIABILITIES Accrued severance pay 605 598 Operating lease liability 6 5,026 5,748 Loan from the European Investment Bank, or EIB 7 24,027 23,530 Total long-term liabilities 29,658 29,876 COMMITMENTS AND CONTINGENCIES 8 SHAREHOLDERS’ EQUITY Share capital (**): 9 Common shares, $ 0.00001 par value per share: authorized: 37,500,000 as of June 30, 2024 and 2023; issued and outstanding: 5,408,212 and 5,155,687 shares as of June 30, 2024 and 2023, respectively * * Additional paid-in capital 420,568 412,939 Accumulated deficit ( 420,472 ) ( 399,584 ) Total shareholders’ equity 96 13,355 Non-controlling interests 5,319 1,945 Total equity 5,415 15,300 Total liabilities and equity $ 39,527 $ 50,797 (*) Less than $1 (**) See note 1d regarding reverse share split The accompanying notes are an integral part of the consolidated financial statements. F- 4 PLURI INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS U.S. Dollars in thousands (except share and per share data) Year ended June 30, Note 2024 2023 Revenues 2h $ 326 $ 287 Cost of revenues ( 4 ) ( 9 ) Gross profit 322 278 Operating expenses: Research and development expenses $ ( 13,780 ) $ ( 17,413 ) Less: participation by the NIAID, the IIA, Horizon Europe and other parties 1,334 1,668 Research and development expenses, net 2l ( 12,446 ) ( 15,745 ) General and administrative expenses ( 10,034 ) ( 11,779 ) Operating loss ( 22,158 ) ( 27,246 ) Financial income (expenses), net 1,680 ( 798 ) Interest expense ( 866 ) ( 843 ) Total financial income (expenses), net 10 814 ( 1,641 ) Net loss $ ( 21,344 ) $ ( 28,887 ) Net loss attributed to non-controlling interests ( 456 ) ( 566 ) Net loss attributed to shareholders ( 20,888 ) ( 28,321 ) Loss per share: Basic and diluted loss per share $ ( 3.99 ) $ ( 6.24 ) Weighted average number of shares used in computing basic and diluted loss per share (**) 5,240,249 4,581,503 (**) See note 1d regarding reverse share split The accompanying notes are an integral part of the consolidated financial statements. F- 5 PLURI INC. AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY U.S. Dollars in thousands (except share and per share data) Shareholders’ Equity Common Shares Additional Paid-in Accumulated Total Shareholders’ Non- controlling Total Shares (**) Amount Capital Deficit Equity Interests Equity Balance as of July 1, 2022 4,063,437 $ (* ) $ 401,302 $ ( 371,263 ) $ 30,039 $ 2,147 $ 32,186 Share-based compensation to employees, directors, and non-employee consultants (note 9(2)) 72,762 (* ) 2,984 - 2,984 993 3,977 Issuance of common shares and warrants related to the December 2022 Private Placement, net of issuance costs of $ 445 1,019,488 (* ) 8,024 - 8,024 - 8,024 Modification of warrants to non-controlling interests (note 1e) - - ( 385 ) - ( 385 ) 385 - Expiration of warrants in Ever After Foods (note 1e) - - 1,014 - 1,014 ( 1,014 ) - Net loss - - - ( 28,321 ) ( 28,321 ) ( 566 ) ( 28,887 ) Balance as of June 30, 2023 5,155,687 $ (* ) $ 412,939 $ ( 399,584 ) $ 13,355 $ 1,945 $ 15,300 (*) Less than $1 (**) See note 1d regarding reverse share split The accompanying notes are an integral part of the consolidated financial statements. F- 6 PLURI INC. AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY U.S. Dollars in thousands (except share and per share data) Shareholders’ Equity Common Shares Additional Paid-in Accumulated Total Shareholders’ Non- controlling Total Shares (**) Amount Capital Deficit Equity Interests Equity Balance as of July 1, 2023 5,155,687 $ (* ) $ 412,939 $ ( 399,584 ) $ 13,355 $ 1,945 $ 15,300 Share-based compensation to employees, directors, and non-employee consultants (note 9(2)) 141,960 (* ) 1,973 - 1,973 645 2,618 Issuance of common shares under a sales agreement with A.G.P, net of issuance costs of $ 162 (see note 9(1)) 42,729 (* ) 91 - 91 - 91 Issuance of Ever After Foods’ shares to non-controlling interests (note 1f) - - 5,565 - 5,565 3,185 8,750 Round-up of shares due to reverse share split effectuated on April 1, 2024 (see Note 1d) 67,836 (* ) (* ) - - - - Net loss - - - ( 20,888 ) ( 20,888 ) ( 456 ) ( 21,344 ) Balance as of June 30, 2024 5,408,212 $ (* ) $ 420,568 $ ( 420,472 ) $ 96 $ 5,319 $ 5,415 (*) Less than $1 (**) See note 1d regarding reverse share split The accompanying notes are an integral part of the consolidated financial statements. F- 7 PLURI INC. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. Dollars in thousands (except share and per share amounts) Year ended June 30 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 21,344 ) $ ( 28,887 ) Adjustments to reconcile loss to net cash used in operating activities: Depreciation 253 362 Share-based compensation to employees, directors and non-employee consultants 2,618 3,977 Decrease in prepaid expenses and other current assets and other long-term assets 32 768 Decrease in trade payables ( 778 ) ( 22 ) Decrease in other accounts payable and accrued expenses ( 251 ) ( 1,243 ) Decrease (increase) in operating lease right-of-use asset and liability, net 285 ( 112 ) Decrease (increase) in interest receivable on short-term deposits 438 ( 336 ) Effect of exchange rate changes on cash, cash equivalents, deposits and restricted cash 253 831 Increase in long-term interest payable and exchange rate differences related to the EIB loan, net 497 1,852 Accrued severance pay, net ( 24 ) ( 47 ) Net cash used for operating activities $ ( 18,021 ) $ ( 22,857 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment $ ( 323 ) $ ( 262 ) Proceeds from withdrawal of short-term deposits, net 10,907 9,960 Net cash provided by investing activities $ 10,584 $ 9,698 CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common shares, net of issuance costs $ 91 $ 8,024 Issuance of Ever After Foods’ shares to non-controlling interests 8,750 - Net cash provided by financing activities $ 8,841 $ 8,024 EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS and restricted cash 11 ( 22 ) Increase (decrease) in cash, cash equivalents, restricted cash and restricted bank deposits 1,415 ( 5,157 ) Cash, cash equivalents, restricted cash and restricted bank deposits at the beginning of the period 6,256 11,413 Cash, cash equivalents, restricted cash and restricted bank deposits at the end of the period $ 7,671 $ 6,256 Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets: Cash and cash equivalents 6,783 5,360 Restricted cash 254 269 Long-term restricted bank deposits 634 627 Total cash, cash equivalents, restricted cash and restricted bank deposits $ 7,671 $ 6,256 (a) Supplemental disclosure of non-cash activities: Purchase of property and equipment on credit $ 4 $ 74 Lease liabilities arising from obtaining right-of-use assets $ 82 $ 60 The accompanying notes are an integral part of the consolidated financial statements. F- 8 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 1: - GENERAL a. Pluri Inc. (formally known as Pluristem Therapeutics Inc.), a Nevada corporation, was incorporated on May 11, 2001. Pluri Inc.’s common shares trade on the Nasdaq Capital Market and Tel-Aviv Stock Exchange under the symbol “PLUR”. Pluri Inc. has a wholly owned subsidiary, Pluri-Biotech Ltd. (formerly known as Pluristem Ltd.) or the Subsidiary, which is incorporated under the laws of the State of Israel. In January 2020, the Subsidiary established a wholly owned German Subsidiary, Pluristem GmbH, or the German Subsidiary which is incorporated under the laws of Germany. In January 2022, the Subsidiary established a new subsidiary, Ever After Foods Ltd., or Ever After Foods formerly known as Plurinuva Ltd. Ever After Foods is incorporated under the laws of Israel, which followed the execution of the collaboration agreement with Tnuva Food Industries – Agricultural Cooperative in Israel Ltd., through its fully owned subsidiary, Tnuva Food-Tech Incubator (2019), Limited Partnership, or Tnuva. In March 2024, the Subsidiary established a new wholly owned subsidiary, Coffeesai Ltd., or Coffeesai which is incorporated under the laws of Israel, to develop cultivated coffee. Pluri Inc., the Subsidiary, the German Subsidiary, Ever After Foods and Coffeesai are referred to as the “Company” or “Pluri.” The Subsidiary, the German Subsidiary, Coffeesai and Ever After Foods are referred to as the “Subsidiaries.” b. 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 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 agricultural technology or agtech and launched a Contract Development and Manufacturing Organization or CDMO business and plans to utilize its technology in 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. c. The Company has incurred an accumulated deficit of approximately $ 420,472 and incurred recurring operating losses and negative cash flows from operating activities since inception. As of June 30, 2024, the Company’s total shareholders’ equity amounted to $ 96 . During the year ended June 30, 2024, the Company incurred losses of $ 21,344 and its negative cash flow from operating activities was $ 18,021 . As of June 30, 2024, the Company’s cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled to $ 30,873 . The Company plans to continue to finance its operations from its current resources, by entering into licensing or other commercial, partnerships 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 statements. During 2023 and 2024, the Company also implemented a cost reduction and efficiency plan. There is no assurance, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its products. In the case the Company is unable to obtain the required level of financing, operations may need to be scaled down or discontinued. On April 30, 2020, the German Subsidiary entered into a finance contract or the Finance Contract with the EIB, pursuant to which the German Subsidiary obtained loan in an amount of € 20 million, or the Loan. The amount received is due on June 1, 2026 and bears annual interest of 4 % to be paid with the principal of the Loan. As of June 30, 2024, the linked principal and interest accrued balance was of $ 24,027 and is presented among long-term liabilities (see note 7). F- 9 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 1: - GENERAL (CONT.) d. Reverse share split In March 2024, the Company’s Board of Directors, or the Board, approved a 1-for-8 reverse share split of the Company’s (a) authorized common shares; and (b) issued and outstanding common shares. The reverse share split became effective on April 1, 2024. 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 share split for all periods presented. An additional 67,836 common shares were included in the Company’s issued and outstanding shares as a result of rounding-up fractional shares into whole shares as a result of the reverse share split. e. On January 5, 2022, the Subsidiary entered into a Joint Venture Agreement with Tnuva pursuant to which the Subsidiary and Tnuva established Ever After Foods, with the purpose of developing cultivated meat products. Ever After Foods received exclusive, global, royalty bearing licensing rights to use Pluri’s proprietary technology, intellectual property and knowhow in the field of cultivated meat. Tnuva invested $ 7,500 in Ever After Foods and received 187,500 of Ever After Foods’s ordinary shares, representing 15.79 % of the Ever After Foods share capital as of February 24, 2022, or the Closing Date. In addition, Tnuva received warrants to invest up to an additional $ 7,500 over a period of twelve months following the Closing Date. The first warrant, or the First Warrant issued to Tnuva permitted Tnuva to purchase up to 125,000 ordinary shares of Ever After Foods at an exercise price of $ 40.00 per share and had a term commencing as described in the agreement. In addition, on the six month anniversary of the Closing Date, and provided that the First Warrant had not expired, Ever After Foods agreed to issue a second warrant, or the Second Warrant and together with the First Warrant, or the Warrants) to Tnuva which permitted Tnuva to purchase up to a number of ordinary shares of Ever After Foods , or the then most senior securities issued by Ever After Foods , in consideration for such amount equal to 200 % of the remaining balance of the aggregate purchase price of the First Warrant, provided that Tnuva exercised at least 62,500 ordinary shares at a price per share of $ 40.00 , or $ 2,500 in the aggregate, of the First Warrant. The Second Warrant’s exercise price per share equaled $ 76.00 . The Second Warrant had a term commencing as described in the agreement. The Company allocated the total consideration of $ 7,500 received in an amount equal to $ 6,718 for the ordinary shares and $ 782 for the Warrants. On January 5, 2022, the Company determined the fair value of the ordinary shares and the Warrants utilizing a Monte Carlo simulation model (Level 3 classification), which incorporates various assumptions including expected share price volatility, risk-free interest rate, and the expected date of a qualifying event. The Company estimated the volatility of the ordinary shares of Ever After Foods based on data from similar companies operating in the food tech field. Risk-free interest rate 1.08 % Expected share price volatility 85 % The consideration allocated to the shares issued was divided between the non-controlling interests, or NCI, and the Company’s shareholders as this transaction is a transaction with the NCI. The consideration allocated to the Warrants was recognized against the NCI. On August 23, 2022, or the Amendment Date, Ever After Foods and Tnuva executed an amendment to the warrant agreement, or the Amendment, extending the exercise period of the First Warrant from six months to nine months from the Closing Date. All other terms remained unchanged. F- 10 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 1: - GENERAL (CONT.) e. Following the Amendment, the Company recalculated the fair value of the warrants utilizing the same Monte Carlo simulation model (Level 3 classification) before and after the Amendment Date, which incorporates various assumptions including expected share price volatility, risk-free interest rate, and the expected date of a qualifying event. The main assumptions used in the Monte Carlo simulation model are as follows: Risk-free interest rate 3.25 % Expected share price volatility 70 % The Company estimated the volatility of the ordinary shares of Ever After Foods based on data from similar companies operating in the food tech field. The additional fair value determined was $ 385 . On November 22, 2022, the warrants in Ever After Foods expired unexercised and $ 1,014 were classified from NCI to additional paid-in capital. f. On June 12, 2024, Ever After Foods entered into a share purchase agreement with the Subsidiary, Tnuva and other investors. Ever After Foods agreed to issue and sell, ordinary shares in a private placement offering, for aggregate gross proceeds of $ 10,000 . As part of the offering, the Subsidiary invested $ 1,250 . As a result, the Company’s capital consideration is $ 8,750 , of which $ 3,185 is attributed to non-controlling interests . Following the closing of the offering, the Company continued to own approximately 69 % of Ever After Foods’ shares . NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements have been prepared in accordance with the United States Generally Accepted Accounting Principles, or U.S. GAAP. a. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments, and assumptions that are reasonable based upon information available at the time they are made. Estimates are primarily used for, but not limited to, valuation of share-based compensation, valuation of warrants and determining the valuation and terms of leases. These estimates, judgments and assumptions can affect the amounts reported in the financial statements and accompanying notes, and actual results could differ from those estimates. b. Functional currency The U.S. dollar is the primary currency of the economic environment in which the Company and the Subsidiaries operate. Thus, the U.S. dollar is the Company’s functional and reporting currency. Accordingly, non-dollar denominated transactions and balances have been re-measured into the functional currency in accordance with Accounting Standards Codification, or ASC, 830, “Foreign Currency Matters”. All transaction gains and losses from the re-measured monetary balance sheet items are reflected in the consolidated statements of operations as financial income or expenses, as appropriate. F- 11 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (CONT.) c. Principles of consolidation The consolidated financial statements include the accounts of the Company and its Subsidiaries. Non-controlling interests in subsidiaries represent the equity in Ever After Foods not attributable, directly or indirectly, to the Company. Non-controlling interests are presented in equity separately from the equity attributable to the shareholders of the Company. Profit or loss and components of other comprehensive income or loss are attributed to the Company and to non-controlling interests. Losses are attributed to non-controlling interests even if they result in a negative balance of non-controlling interests in the consolidated statements of operations. The Company treats transactions with non-controlling interests as transactions with its equity owners. Accordingly, for sales or purchases of shares to or from non-controlling interests, the difference between any consideration received or paid and the portion sold or acquired of the carrying value of the net assets of the subsidiary is recorded in equity. Intercompany transactions and balances have been eliminated upon consolidation. d. Cash and cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash with maturities of three months or less at the date acquired. e. Short-term bank deposit Bank deposits with original maturities of more than three months but less than one year are presented as part of short-term investments. Deposits are presented at their cost which approximates market values including accrued interest. Interest on deposits is recorded as financial income. f. Restricted cash Restricted cash is cash used to secure the Company’s credit line, derivative and hedging transactions and lease agreement. The restricted cash is presented at cost which approximates market values including accrued interest. g. Long-term restricted bank deposits Long-term restricted bank deposits with maturities of more than one year used to secure operating lease agreement are presented at cost which approximates market values including accrued interest. F- 12 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (CONT.) h. Revenue Recognition A contract with a customer exists only when: (i) the parties to the contract have approved it and are committed to perform their respective obligations, (ii) the Company can identify each party’s rights regarding the distinct goods or services to be transferred, or the Performance Obligations, (iii) the Company can determine the transaction price for the goods or services to be transferred, (iv) the contract has commercial substance and (v) it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Revenues are recognized when the control of the promised goods or the performance of the obligations are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled, excluding sales taxes. The Company determines revenue recognition through the following steps: ● identification of the contract with a customer; ● identification of the Performance Obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the Performance Obligations in the contract; and ● recognition of revenue when, or as, the Company satisfies a Performance Obligation. i. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and impairments. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Laboratory equipment 10 - 40 Computers and peripheral equipment 33 Office furniture and equipment 15 Leasehold improvements The shorter of the expected useful life or the term of the lease. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. j. Impairment of long-lived assets The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During fiscal years 2024 and 2023, no impairment losses were recorded. F- 13 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (CONT.) k. Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, “Compensation-Share Compensation”, or ASC 718. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company estimates the fair value of share options granted using the Black-Scholes option-pricing model. The Company accounts for employees’ share-based payment awards classified as equity awards, such as restricted share units, or RSUs, using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period, net of estimated forfeitures. The Company estimates forfeitures based on historical experience and anticipated future conditions. The Company recognized compensation cost for an award with service conditions that has a graded vesting schedule using the accelerated method based on the multiple-option award approach. The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of service-based share option grants is estimated on the grant date using a Black-Scholes option-pricing model and compensation expense related to share option and RSUs grants are recognized on a graded vesting schedule over the vesting period. All RSUs to employees and directors granted during fiscal 2024 and 2023 were granted for no consideration. Therefore, their fair value was equal to the share price at the date of grant. The fair value of all RSUs was determined based on the closing trading price of the Company’s shares known at the grant date. The weighted average grant date fair value of RSU granted during fiscal years 2024 and 2023 was $ 4.32 and $ 7.92 per share, respectively. The fair value of the service-based share option grants was estimated on the grant date using a Black-Scholes option-pricing model. The weighted average grant date fair value of option granted during fiscal years 2024 and 2023 was $ 3.85 and $ 3.65 per option, respectively. The fair value of each option was estimated as of the date of grant using the Black-Scholes option-pricing model using the following assumptions: 2024 2023 Underlying value of common shares ($) 4.40 - 6.08 7.52 - 7.92 Exercise price ($) 4.40 - 6.08 8.96 - 20.80 Expected volatility (%) 78.44 86.40 - 86.48 Expected terms of the option (years) 5 - 7 3 Risk-free interest rate (%) 4.04 - 4.13 4.03 - 4.22 F- 14 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (CONT.) l. Research and development expenses, royalty bearing grants and non-royalty bearing grants Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, share-based compensation expenses, payroll taxes and other employee benefits, subcontractors and materials used for research and development activities, including clinical trials, manufacturing costs and professional services. All costs associated with research and development are expensed as incurred. Grants received from the Israel Innovation Authority, or the IIA, are recognized when the grant becomes receivable, provided there was reasonable assurance that the Company will comply with the conditions attached to the grant and there was reasonable assurance the grant will be received. The grant is deducted from the research and development expenses as the applicable costs are incurred (see also note 8b). During fiscal years 2024 and 2023, the Company also received (in cash) non-royalty bearing grants from the European Union research and development consortiums, under Horizon 2020, Horizon Europe, U.S. National Institute of Allergy and Infectious Diseases, or the NIAID, and from the IIA, under the CRISPR-IL consortium, in the aggregate amount of approximately $ 1,113 and $ 2,426 , for the years ended June 30, 2024 and 2023, respectively. The non-royalty bearing grants for funding the projects are recognized at the time the Company is entitled to each such grant based on the related costs incurred and recorded as a deduction from research and development expenses. Research and development expenses, net for the years ended June 30, 2024 and 2023 include participation in research and development expenses in the amount of approximately $ 1,334 and $ 1,668 , respectively. m. Loss per share Basic and diluted loss per share is computed by dividing losses by the weighted average number of common shares outstanding during the year, including unexercised vested options with no par value exercise price. All outstanding share options, unvested RSUs and warrants have been excluded from the calculation of the diluted loss per common share because all such securities are anti-dilutive for each of the periods presented. The total number of shares related to the outstanding options, warrants and RSUs excluded from the calculations of diluted net loss per share due to their anti-dilutive effect was 1,635,190 and 1,768,948 for the years ended June 30, 2024 and 2023, respectively. F- 15 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (CONT.) n. Income taxes 1. Deferred taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. 2. Uncertainty in income taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, “Income Taxes”, or ASC 740. Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. o. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, short-term bank deposits, long-term restricted bank deposits. The majority of the Company’s cash and cash equivalents, restricted cash, short-term bank deposits and long-term restricted deposits are mainly invested in the New Israeli Shekel, or NIS, and U.S. dollar deposits of major banks in Israel and in the United States. Deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, these deposits may be redeemed upon demand and therefore bear minimal risk. The Company invests its surplus cash in cash deposits in financial institutions and has established guidelines, approved by the Company’s Investment Committee, relating to diversification and maturities to maintain safety and liquidity of the investments. p. Severance pay The majority of the Company’s agreements with employees in Israel are subject to Section 14 of the Israeli Severance Pay Law, 1963, or the Severance Pay Law. The Company’s contributions for severance pay have replaced its severance obligation. Upon contribution of the full amount of the employee’s monthly salary for each year of employment, no additional obligation exists regarding the matter of severance pay and no additional payments are made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released from the obligation to employees once the deposit amounts have been paid. For Yaky Yanay, the Company’s Chief Executive Officer, or the CEO, whose agreement is not subject to Section 14 of the Severance Pay Law, the Subsidiary’s liability for severance pay is calculated pursuant to Severance Pay Law, based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. The CEO is entitled to one month’s salary for each year of employment or a portion thereof. The Company’s liability to the CEO is fully provided by monthly deposits with insurance policies and by an accrual. The value of these policies is recorded as an asset in the Company’s balance sheet. F- 16 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (CONT.) The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these policies, and includes immaterial profits or losses accumulated up to the balance sheet date. Severance expenses for all employees including the CEO, for the years ended June 30, 2024 and 2023 were $ 632 and $ 732 , respectively. q. Fair value of financial instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term bank deposits and restricted bank deposits and other current assets, trade payable and other accounts payable and accrued expenses, approximate fair value because of their generally short-term maturities. The Company measures its derivative instruments at fair value under ASC 820, “Fair Value Measurement”, or ASC 820. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 - Unobservable inputs for the asset or liability. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company categorized each of its fair value measurements in one of these three levels of hierarchy. The Company measures its liability pursuant to the Finance Contract with the EIB based on the aggregate outstanding amount of the combined principal and accrued interest thereunder. The Company does not reflect its liability for future royalty payments pursuant to the Finance Contract with the EIB since the royalty payments are to be paid as a percentage of the Company’s future consolidated revenues, pro-rated to the amount disbursed, beginning in the fiscal year 2024 and continuing up to and including its fiscal year 2030. The Company accrued royalties for fiscal year 2024 in the amount of $ 3 (see note 7). r. Derivative financial instruments The Company accounts for derivatives and hedging based on ASC 815, “Derivatives and hedging”, as amended and related interpretations, or ASC 815. ASC 815 requires the Company to recognize all derivatives on the balance sheet at fair value. If a derivative does not meet the definition of a hedging instrument, the changes in the fair value are included in earnings. Cash flows related to Company’s current hedging are classified as operating activities. The Company enters into option and forward contracts in order to limit the exposure to exchange rate fluctuation associated with expenses mainly incurred in NIS and its loan from the EIB that is linked to the Euro. Since the derivative instruments that the Company holds do not meet the definition of hedging instruments under ASC 815, any gain or loss derived from such instruments is recognized immediately as “financial income (expenses), net”. F- 17 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (CONT.) The Company measured the fair value of the contracts in accordance with ASC 820. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. As of June 30, 2024, the fair value of the derivatives instruments is presented in “Prepaid expenses and other current assets” (see note 3) and as of June 30, 2023, there were no derivatives instruments. The net income (losses) from derivatives instruments recognized in “Financial income (expenses), net” during the years ended June 30, 2024 and 2023 were $ 148 and $( 157 ), respectively (see note 10). s. Leases Operating leases are included in operating lease right-of-use, or ROU asset, and operating lease liability. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the incremental borrowing rate based on the information available at the lease commencement date as the rate implicit in the lease is not readily determinable. The determination of the incremental borrowing rate requires management judgment based on information available at lease commencement. The operating lease ROU assets also include adjustments for prepayments and accrued lease payments. Operating lease cost is recognized on a straight-line basis over the expected lease term. Lease agreements with a non-cancelable term of less than 12 months are not recorded on the balance sheets. The Company accounts for an extension of a lease term that was not part of the original lease as a modification. As a result, the Company reallocates contract consideration between the lease and non-lease components, reassesses lease classification, and remeasures the lease liability and right-of-use asset prospectively. Assumptions such as the discount rate, fair value of the underlying asset, and variable rents based on a rate or index will be updated as of the modification date. Lease terms will include options to extend or terminate the lease when it is reasonably certain that the Company will either exercise or not exercise the option to renew or terminate the lease. t. New Accounting Pronouncements i. Recently adopted accounting pronouncements ASU No. 2016-13-“Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, or ASU 2016-13: In June 2016, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, 2016-13, which changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities are required to use a new forward-looking “expected loss” model that generally results in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. The amendments contained in ASU 2016-13 were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years for the Company. In November 2019, the FASB issued ASU No. 2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission, or SEC, rules) to fiscal years beginning after December 15, 2022, including interim periods. F- 18 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (CONT.) The guidance requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company 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. ii. Recently issued accounting pronouncements, not yet adopted ASU No. 2023-07 - “Segment Reporting (Topic 280): Improvements to reportable segment disclosures”, or ASU 2023-07: In November 2023, the FASB issued ASU 2023-07, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the effect that ASU 2023-07 will have on its consolidated financial statements and related disclosures. ASU No. 2023-09 - “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, or ASU 2023-09: In December 2023, the FASB issued ASU 2023-09, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024, and allows adoption on a prospective basis, with a retrospective option. The Company is in the process of assessing the impacts and method of its adoption. The Company is currently evaluating the effect that ASU 2023-09 will have on its consolidated financial statements and related disclosures. u. Comprehensive loss For all periods presented, net loss is the same as comprehensive loss as there are no comprehensive income items. v. Loss contingencies The Company records accruals for loss contingencies to the extent that it concludes their occurrence is probable and that the related liabilities are estimable. As of June 30, 2024 and 2023, the Company has not recorded any accruals in this regard. F- 19 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 3: - PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2024 2023 Accounts receivable from NIAID $ 210 $ - Prepaid expenses 222 442 Value Added Tax receivable 135 129 Accounts receivable from the IIA 257 250 Customer receivable 34 110 Other receivables 10 38 Total $ 868 $ 969 NOTE 4: - PROPERTY AND EQUIPMENT, NET June 30, 2024 2023 Cost: Laboratory equipment $ 7,166 $ 7,006 Computers and peripheral equipment 1,775 1,682 Office furniture and equipment 682 682 Leasehold improvements 8,765 8,765 Total cost 18,388 18,135 Accumulated depreciation: Laboratory equipment 6,615 6,471 Computers and peripheral equipment 1,638 1,530 Office furniture and equipment 682 681 Leasehold improvements 8,765 8,765 Total accumulated depreciation 17,700 17,447 Property and equipment, net $ 688 $ 688 Depreciation expenses amounted to $ 253 and $ 362 for the years ended June 30, 2024 and 2023, respectively. All of the Company’s property and equipment is located in Israel. NOTE 5: - OTHER ACCOUNTS PAYABLE June 30, 2024 2023 Grants received in advance $ 81 $ 144 Accrued payroll 467 501 Advances from customers 43 7 Payroll institutions 415 448 Total $ 1,006 $ 1,100 F- 20 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 6: - LEASES Towards the termination of the previous facility operating lease agreement, the Company signed, in December 2021, an addendum to its facility operating lease agreement with the lessor, which extended the lease period to December 2026. In addition, the Company has the option to extend the term of the lease, or the Extension Option, for an additional period of five years until December 2031. The Company reflected the Extension Option during the evaluation of the lease liability and ROU asset. The monthly lease payments are approximately NIS 292,000 ($ 78 ) which are linked to the consumer price index and will increase by 10 % in the event the Company exercises its Extension Option. In addition, the Company has operating leases for vehicles that expire through fiscal year 2026. Below is a summary of the Company’s operating ROU assets and operating lease liabilities: June 30, 2024 2023 Operating ROU assets $ 6,558 $ 7,633 Operating lease liabilities, current 559 627 Operating lease liabilities long-term 5,026 5,748 Total operating lease liabilities $ 5,585 $ 6,375 Maturities of operating lease liabilities as of June 30, 2024 are as follows: June 30, 2024 2025 1,113 2026 1,011 2027 977 2028 1,023 2029 and thereafter 3,583 Total undiscounted lease payments $ 7,707 Less: interest ( 2,122 ) Present value of lease liabilities $ 5,585 All of the leased facilities are located in Israel. The components of lease expense and supplemental cash flow information related to leases for the years ended June 30, 2024 and 2023 are as follows: Year ended June 30, 2024 2023 Components of lease expense Fixed payments and variable payments that depend on an index or rate $ 1,250 $ 1,304 Sublease income $ 50 $ 36 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities $ 1,178 $ 1,196 As of June 30, 2024, the weighted average remaining lease term is 7.4 years, and the weighted average discount rate is 9 percent. As of June 30, 2023, the weighted average remaining lease term is 8.1 years, and the weighted average discount rate is 9 percent. The discount rate was determined based on the estimated collateralized borrowing rate of the Company, adjusted to the specific lease term and location of each lease. For vehicles, the lease period is usually 3 years. F- 21 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 7: - LOAN FROM THE EIB On April 30, 2020, the German Subsidiary entered into the Finance Contract with the EIB, pursuant to which the German Subsidiary can obtain a loan in the amount of up to € 50 million, subject to certain milestones being reached, receivable in three tranches, with the first tranche consisting of € 20 million, second of € 18 million and third of € 12 million for a period of 36 months from the signing of the Finance Contract. The tranches were treated independently, each with its own interest rate and maturity period. The annual interest rate is 4 % (consisting of a 4 % deferred interest rate payable upon maturity); for the first tranche, 4 % (consisting of a 1 % fixed interest rate and a 3 % deferred interest rate payable upon maturity) for the second tranche and 3 % (consisting of a 1 % fixed interest rate and a 2 % deferred interest rate payable upon maturity) for the third tranche. In addition to any interest payable on the Loan, the EIB is entitled to receive royalties from future revenues for a period of seven years starting at the beginning of fiscal year 2024 and continuing up to and including its fiscal year 2030 in an amount equal to between 0.2 % to 2.3 % of the Company’s consolidated revenues, pro-rated to the amount disbursed from the Loan. As of June 30, 2024, Pluri had an accrued royalty in the amount of $ 3 . During June 2021, Pluri received the first tranche in an amount of € 20 million of the Finance Contract. The amount received is due on June 1, 2026 and bears annual interest of 4 % to be paid with the principal of the Loan. As of June 30, 2024, the linked principal balance in the amount of $ 21,390 and the interest accrued in the amount of $ 2,637 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. 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. F- 22 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 8: - COMMITMENTS AND CONTINGENCIES a. As of June 30, 2024, an amount of $ 888 of cash and deposits was pledged by the Subsidiary to secure its credit line, lease agreement and bank guarantees. b. Under the Law for the Encouragement of Industrial Research and Development, 1984, or 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. Regulations under the Research Law generally provide for the payment of royalties to the IIA of 3 % on sales of products and services derived from a technology developed using these grants until 100 % of the U.S. dollar-linked grant is repaid. The Company’s obligation to pay these royalties is contingent on its actual sale of such products and services. In the absence of such sales, no payment is required. The outstanding balance of the grants will be subject to interest at a rate equal to the 12 month LIBOR (from January 1, 2024, to the 12-month secured overnight financing rate, or SOFR) applicable to U.S. dollar deposits that is published on the first business day of each calendar year. Following the full repayment of the grant, there is no further liability for royalties. As of June 30, 2024, the Company’s contingent liability in respect to royalties to the IIA amounted to $ 27,565 , not including LIBOR (from January 1, 2024, SOFR) interest as described above. c. In April 2017, the Company was awarded a Smart Money grant of approximately $ 229 from Israel’s Ministry of Economy and Industry to facilitate certain marketing and business development activities with respect to its advanced cell therapy products in the Chinese market, including Hong Kong. The Israeli government granted the Company budget resources that are intended to be used to advance the Company’s product candidate towards marketing in the China-Hong Kong markets. The Company will also receive support from Israel’s trade representatives stationed in China, including Hong Kong, along with experts appointed by the Smart Money program. As part of the program, the Company will repay royalties of 5 % from the Company’s revenues in the region for a five-year period, beginning the year in which the Company will not be entitled to reimbursement of expenses under the program and will be spread for a period of up to 5 years or until the amount of the grant is fully paid. During the year ended June 30, 2023, the grant from this Smart Money program received in the amount of approximately $ 180 and the program has ended. No royalties were paid or accrued. d. In September 2017, the Company signed an agreement with the Tel-Aviv Sourasky Medical Center, or 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, or GVHD. As part of the agreement with Ichilov Hospital, the Company will pay royalties of 1 % from its net sales of the PLX-PAD product relating to GVHD, with a maximum aggregate royalty amount of approximately $ 500 . e. As to potential royalties to the EIB, see note 7. F- 23 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 9: - SHAREHOLDERS’ EQUITY (1) a) On May 1, 2023, the Company increased its authorized common shares from 7,500,000 to 37,500,000 with a par value of $ 0.00001 per share. All shares have equal voting rights and are entitled to one vote per share in all matters to be voted upon by shareholders and may be issued only as fully paid and non-assessable shares. Holders of the common shares are entitled to equal ratable rights to dividends and distributions, as may be declared by the Board out of funds legally available. The Company’s authorized preferred shares consist of 1,000,000 preferred shares, par value $ 0.00001 per share, with series, rights, preferences, privileges and restrictions as may be designated from time to time by the Board. No preferred shares have been issued. b) Between December 13, 2022 and December 27, 2022, the Company entered into the December 2022 Private Placement, a series of securities purchase agreements with several purchasers for an aggregate of 1,019,488 common shares and warrants to purchase up to 1,019,488 common shares. On December 13, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $ 8.24 per share, up to 697,485 common shares and warrants to purchase up to 697,485 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 $ 8.40 per share, up to 258,565 common shares and warrants to purchase up to 258,565 common shares, with an exercise price of $ 8.40 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 to purchase up to 1,019,488 common shares that relate to the December 2022 Private Placement and received $ 8,024 as of that date net of $ 445 of issuance expenses. c) 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 a Sales Agreement with 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, the Company sold 42,729 common shares under the Sales Agreement at an average price of $ 5.93 per share. d) On August 31, 2023, and as amended and restated as of October 9, 2023, Ever After Foods entered into a Simple Agreement for Future Equity, or the SAFE Agreement, with an investor. Pursuant to the terms of the SAFE Agreement, Ever After Foods will receive an aggregate amount of $ 2,500 , or the SAFE Amount. On December 12, 2023, the SAFE Agreement had been terminated and the SAFE Amount was not received. e) On June 12, 2024, Ever After Foods entered into a share purchase agreement with the Subsidiary, Tnuva and other investors (see note 1f). F- 24 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 9: - SHAREHOLDERS’ EQUITY (CONT.) (2) Share options and RSUs to employees, directors and consultants: The Company adopted the 2016 Equity Compensation Plan, or the 2016 Plan, and the 2019 Equity Compensation Plan, or together, the Plans. Under the Plans, share options, restricted shares, or RS, and RSUs may be granted to the Company’s officers, directors, employees and consultants or the officers, directors, employees and consultants of the Subsidiary. As of June 30, 2024, 642,650 common shares are available for future grants under the Plans. a. Options to non-employee consultants: A summary of the share options granted to non-employee consultants under the Plans by Pluri Inc. and its Subsidiary is as follows: Year ended June 30, 2023 Number (**) Weighted average exercise price Weighted average remaining contractual terms (in years) Aggregate intrinsic value price Share options outstanding at beginning of period 11,381 $ 10.56 7.05 44 Share options forfeited ( 3,281 ) $ 18.32 - - Share options outstanding at end of the period 8,100 $ 7.44 6.24 29 Share options exercisable at the end of the period 7,475 $ 6.69 6.06 29 Share options unvested 625 $ 16.00 8.44 $ - Share options vested and expected to vest at the end of the period 8,100 $ 7.44 6.24 29 Year ended June 30, 2024 Number (**) Weighted average exercise price Weighted average remaining contractual terms (in years) Aggregate intrinsic value price Share options outstanding at beginning of period 8,100 $ 7.44 6.24 29 Share options granted 9,375 $ 4.40 4.56 13 Share options outstanding at end of the period 17,475 $ 5.80 4.87 $ 42 Share options exercisable at the end of the period 8,100 $ 7.41 5.24 $ 29 Share options unvested 9,375 $ 4.40 4.56 13 Share options vested and expected to vest at the end of the period 17,475 $ 5.80 4.87 $ 42 (**) See note 1d regarding reverse share split F- 25 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 9: - SHAREHOLDERS’ EQUITY (CONT.) Compensation expenses recorded in general and administrative expenses related to options granted to non-employee consultants by Pluri and its Subsidiary for the years ended June 30, 2024 and 2023 were $ 9 and $ 6 , respectively. Unamortized compensation expenses related to options granted to non-employee consultants by Pluri and its Subsidiary are approximately $ 20 to be recognized by the end of March 2027. b. Options to CEO and directors: A summary of the share options granted to CEO and directors under the Plans by Pluri Inc. and its Subsidiary is as follows: Year ended June 30, 2023 Number (**) Weighted average exercise price Weighted average remaining contractual terms (in years) Share options outstanding at the beginning of the period - $ - - Share options granted 229,353 $ 15.20 3.47 Share options outstanding at the end of the period 229,353 $ 15.20 3.47 Share options exercisable at the end of the period 114,676 $ 15.20 3.47 Share options unvested 114,677 $ 15.20 3.47 Share options vested and expected to vest at the end of the period 229,353 $ 15.20 3.47 Year ended June 30, 2024 Number (**) Weighted average exercise price Weighted average remaining contractual terms (in years) Share options outstanding at the beginning of the period 229,353 $ 15.20 3.47 Share options granted 12,500 $ 6.08 6.73 Share options forfeited ( 1,562 ) $ 6.08 - Share options outstanding at the end of the period 240,291 $ 14.82 2.42 Share options vested and exercisable at the end of the period 240,291 $ 14.82 2.42 (**) See note 1d regarding reverse share split As of June 30, 2024, the aggregate intrinsic value of these options was $ 0 . F- 26 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 9: - SHAREHOLDERS’ EQUITY (CONT.) On December 14, 2022, Yaky Yanay, the Company’s CEO, 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 the Company’s existing equity compensation plans. In that regard, the Company granted Mr. Yanay (i) 41,853 RSUs, vesting ratably each month (see also item c), 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. All of these options were granted in December 2022 and will expire three years from the last vesting date. 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 $20.80 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 three years after the last vesting date. Compensation expenses recorded in general and administrative expenses related to options granted to CEO and directors by Pluri Inc. and its Subsidiary for the years ended June 30, 2024 and 2023 were $ 220 and $ 568 , respectively. c. RSUs to employees and directors: The following table summarizes the activity related to unvested RSUs granted to employees and directors under the Plans by Pluri Inc. and its Subsidiary, for the years ended June 30, 2024 and 2023: Year ended June 30, 2024 2023 Number (**) Unvested at the beginning of period 207,199 241,877 Granted 395,327 41,853 Forfeited ( 132,400 ) ( 6,424 ) Vested ( 116,992 ) ( 70,107 ) Unvested at the end of the period 353,134 207,199 Expected to vest after the end of period 319,533 205,072 (**) See note 1d regarding reverse share split F- 27 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 9: - SHAREHOLDERS’ EQUITY (CONT.) Compensation expenses related to RSUs granted to employees and directors by Pluri Inc. and its Subsidiary were recorded as follows: Year ended June 30, 2024 2023 Research and development expenses $ 316 $ 55 General and administrative expenses 1,258 2,150 $ 1,574 $ 2,205 Unamortized compensation expenses related to RSUs granted to employees and directors by Pluri Inc. and its Subsidiary are approximately $ 848 to be recognized by the end of January 2027. General and administrative expenses include compensation expenses for the year ended June 30, 2024 and 2023, in the amount of $ 58 and $ 273 were related to 41,853 RSUs granted to the CEO, due each month (see also item b). d. RSUs and RS to consultants: The following table summarizes the activity related to unvested RSUs and RS granted to non-employee consultants under the Plans by Pluri Inc. and its Subsidiary for the years ended June 30, 2024 and 2023: Year ended June 30, 2024 2023 Number (**) Unvested at the beginning of period 2,500 5,157 Granted 27,270 - Vested ( 24,968 ) ( 2,657 ) Unvested at the end of the period 4,802 2,500 (**) See note 1d regarding reverse share split Compensation expenses related to RSUs and RS granted to consultants by Pluri Inc. and its Subsidiary were recorded as follows: Year ended June 30, 2024 2023 Research and development expenses $ - $ 1 General and administrative expenses 170 204 $ 170 $ 205 Unamortized compensation expenses related to RSUs and RS granted consultants by Pluri Inc. and its Subsidiary are approximately $ 21 to be recognized by the end of June 2025. F- 28 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 9: - SHAREHOLDERS’ EQUITY (CONT.) e. Summary of the Company’s warrants and options: Year ended June 30, 2024 Warrants / Options Weighted average exercise price per share Options and warrants for common shares (**) Options and warrants exercisable for common shares (**) Weighted average remaining contractual terms (in years) Warrants: $ 8.24 697,485 697,485 1.55 $ 8.40 258,565 258,565 1.82 $ 8.48 29,688 29,688 1.47 $ 8.72 16,875 16,875 1.49 $ 8.96 16,875 16,875 1.50 Total warrants 1,019,488 1,019,488 Options: $ 5.80 17,475 8,100 4.87 $ 8.96 41,853 41,853 2.04 $ 12.48 62,500 62,500 2.25 $ 16.64 62,500 62,500 2.25 $ 20.80 62,500 62,500 2.25 $ 6.08 10,938 10,938 6.73 Total options 257,766 248,391 Total warrants and options 1,277,254 1,267,879 This summary does not include 357,936 RSUs and RS that are not vested as of June 30, 2024. (**) See note 1d regarding reverse share split (3) Nasdaq Deficiency Letter: On May 28, 2024, the Company, received a deficiency letter, or the Nasdaq Letter, from the Listing Qualifications Department of The Nasdaq Stock Market LLC, or Nasdaq, notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $ 2,500 in shareholders’ equity for continued listing on The Nasdaq Capital Market, or the Shareholders’ Equity Requirement, nor was it in compliance with either of the alternative listing standards, market value of listed securities of at least $ 35,000 or net income of $ 500 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. Pursuant to the Nasdaq Letter, on July 11, 2024, and subsequent to the balance sheet date, the Company submitted a plan to regain compliance, or the Compliance Plan. Based on the Compliance Plan, Nasdaq granted the Company an extension of time to regain compliance with the Shareholders’ Equity Requirement until November 24, 2024. If the Company fails to evidence compliance by the required deadline, the Company may be subject to delisting. At that time, the Company may appeal Staff’s determination to a Hearings Panel. The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. However, there can be no assurance the Company will ultimately regain compliance with all applicable requirements for continued listing. Neither the Nasdaq Letter nor the Company’s noncompliance have an immediate effect on the listing or trading of the Company’s common shares, which will continue to trade on The Nasdaq Capital Market under the symbol “PLUR”. F- 29 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 10: - FINANCIAL INCOME (EXPENSES), NET Year ended June 30, 2024 2023 Foreign currency translation differences, net $ 126 $ ( 1,709 ) Bank and broker commissions 92 ( 16 ) Interest income on deposits and restricted bank deposits 1,314 1,084 Income (loss) from hedging derivatives 148 ( 157 ) Financial income (expenses), net 1,680 ( 798 ) EIB loan interest expenses ( 866 ) ( 843 ) $ 814 $ ( 1,641 ) NOTE 11: - TAXES ON INCOME a. Tax rates applicable to the Company: 1. Pluri: The U.S. corporate federal tax rate applicable to Pluri is 21 %, which is the result of the Tax Cuts and Jobs Act of 2017, or the Tax Act. Such corporate tax rate excludes state tax and local tax, if any, which rates depend on the state and city in which Pluri conducts its business. The Tax Act provided for a one-time transition tax on certain foreign earnings for the tax year 2017, and taxation of Global Intangible Low-Taxed Income, or GILTI, earned by foreign subsidiaries beginning after December 31, 2017. The GILTI tax imposes a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Tax Act also made certain changes to the depreciation rules and implemented new limits on the deductibility of certain executive compensation paid by Pluri All losses generated after December 31, 2017 can only be used to offset 80 % of net income in the year they will be utilized. There was no one-time transition tax for the Company under the Tax Act, nor will there be GILTI tax due for the current year, since the Subsidiary had losses for every year to date. In January 2018, Pluri Inc. registered as an Israeli resident with the Israel Tax Authority, or the ITA, and the Israeli Value Added Tax Authorities (the VAT registration agreed to be canceled by the VAT authorities). As a result, as of such date, Pluri Inc. is classified as a dual tax resident for tax purposes both in Israel and the United States. In June 2018, Pluri Inc. and the Subsidiary submitted an election notice to the ITA to file a consolidated tax return in Israel commencing with the 2018 tax year. F- 30 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 11: - TAXES ON INCOME (CONT.) 2. The Subsidiary: Consolidated taxable income of Pluri and the Subsidiary, or the consolidated tax unit, is subject to tax at the rate of 23 % for the years ended June 30, 2024 and 2023. The consolidated tax unit is filing its consolidated tax reports in U.S. dollars based on specific regulations of the ITA which allow, in specific circumstances, filing tax reports in U.S. dollars, or Dollar Regulations. Under the Dollar Regulations, the tax liability is calculated in U.S. dollars according to certain orders. The tax liability, as calculated in dollars, is translated into NIS according to the exchange rate as of June 30 of each year (the fiscal tax year end of the Subsidiary). The Subsidiary has not received final tax assessments since its incorporation; however the assessments of the Subsidiary are deemed final through 2019. The Law for the Encouragement of Capital Investments, 1959, or the Law (amendment No. 73): In December 2016, the Knesset (Israeli Parliament) issued the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2017 and 2018), 2017, which consists of amendment No. 73 to the Law, or Amendment No. 73. According to Amendment No. 73, the tax rate on preferred income from a preferred enterprise in 2017 and thereafter will be 16 % (in development area A it will be 7.5 %). According to Amendment No. 73, special tax benefits were established for Technological Preferred Enterprise, starting in 2017, will be as follow: ● 6 % rate would apply to qualifying Israeli companies that are part of a group with global consolidated revenue of over NIS 10 billion (approximately $ 2,900,000 ). ● Other qualifying companies with global consolidated revenue below NIS 10 billion would be subject to a 12 % tax rate (in development area A it will be 7.5 %). ● Withholding tax on dividends paid to foreign entity investors (i.e., not to a private person) would be subject to a reduced rate of 4 % for all qualifying companies (unless further reduced by a treaty), subject that at least 90 % of the company is held by foreign entities (one or more). Taxable income which is not produced as part of Preferred Technological Enterprise income will be taxed at the regular tax rate ( 23 % in 2024). As of June 30, 2024, the Subsidiary’s management believes that the Subsidiary meets the conditions mentioned above to be considered as a Technological Enterprise. 3. Pluristem GmbH: The corporate tax rate applicable to the German Subsidiary is 15 %, which is derived from the German Corporation Tax Act and Solidarity surcharge of 5.5 % from the 15 % corporate tax rate. This corporate tax rate excludes trade tax, which rate depends on the municipality in which the German Subsidiary conducts its business. Trade tax rate applicable to the German Subsidiary is 15.93 %, which is calculated by determining the Trade Tax Base with 3.5 % of the trade income and applying the tax factor which differs according to the specific municipality in Germany and equals 455 % for the municipality of Potsdam. 4. Ever After Foods: Ever After Foods is an Israeli tax resident and is subject to corporate income tax at the rate of 23 %. F- 31 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 11: - TAXES ON INCOME (CONT.) b. Carryforward losses for tax purposes As of June 30, 2024, Pluri had a U.S. federal net operating loss carryforward for income tax purposes in the amount of $ 31,414 . Net operating loss carryforwards arising in taxable years prior to 2018, can be carried forward and offset against taxable income for 20 years and thus will expire between 2022 and 2037. Net operating losses generated in tax years 2002, 2003 and 2004 have expired and were reduced from the total net operating loss carryforward available. Utilization of U.S. net operating losses may be subject to substantial annual limitations due to the “change in ownership” provisions of the U.S. Internal Revenue Code of 1986, Section 382 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. The Subsidiary has accumulated losses, for tax purposes, as of June 30, 2024, in the amount of approximately $ 129,286 , which may be carried forward and offset against taxable business income and business capital gain in the future for an indefinite period. In January 2018, Pluri Inc. registered as an Israeli resident with the ITA. As of June 30, 2024, Pluri Inc. and the Subsidiaries consolidated accumulated losses, for tax purposes, are approximately $ 144,906 , which may be carried forward and offset against taxable business income and business capital gain in the future for an indefinite period. The German Subsidiary has accumulated losses, for tax purposes, as of June 30, 2024, in the amount of approximately $ 601 , which may be carried forward and offset against taxable business income and business capital gain in the future for an indefinite period. c. Loss before income taxes The components of loss before income taxes are as follows: Year ended June 30, 2024 2023 Consolidated loss of Pluri Inc. and the Israeli Subsidiaries $ 21,339 $ 28,878 Pluristem GmbH 5 9 $ 21,344 $ 28,887 F- 32 PLURI INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. Dollars in thousands (except share and per share amounts) NOTE 11: - TAXES ON INCOME (CONT.) d. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: June 30, 2024 2023 Deferred tax assets: Operating loss carryforwards $ 69,852 $ 80,534 Research and development credit carryforwards 3,780 4,057 Issuance costs 25 68 Allowances and reserves 173 237 Total deferred tax assets before valuation allowance 73,830 84,896 Valuation allowance ( 73,830 ) ( 84,896 ) Net deferred tax asset $ - $ - As of June 30, 2024 and 2023, the Company has provided full valuation allowances with respect to the deferred tax assets resulting from tax loss carryforwards and other temporary differences, since it has a history of operating losses and due to current uncertainty concerning its ability to realize these deferred tax assets in the future. The Company accounts for its income tax uncertainties in accordance with ASC 740 which clarifies the accounting for uncertainties in income taxes recognized in a Company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of June 30, 2024 and 2023, there were no unrecognized tax benefits that if recognized would affect the annual effective tax rate. Reconciliation of taxes at the federal statutory rate to Company’s provision for income taxes: In 2024 and 2023, the main reconciling item of the statutory tax rate of the Company ( 21 % to 23 %) to the effective tax rate ( 0 %) is tax loss carryforward and R&D credit carryforward for which a full valuation allowance was provided. F- 33 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.