Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During
the first quarter of fiscal year 2025, we issued an aggregate of 7,067 restricted common shares to certain of our service providers as
compensation in lieu of cash compensation owed to them for services rendered.
We
claimed exemption from registration under the Securities Act of 1933, as amended, or the Securities Act, for the foregoing transactions
under Section 4(a)(2) of the Securities Act.
25
Item
6.
Exhibits.
3.1
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).
3.2
Amended and Restated By-Laws 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). 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).
3.3
Articles of Merger between Pluristem Therapeutics Inc. and Pluri Inc. (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on July 25, 2022).
3.4
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)
3.5
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).
31.1*
Rule
13a-14(a) Certification of Chief Executive Officer.
31.2*
Rule
13a-14(a) Certification of Chief Financial Officer.
32.1**
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2**
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101*
The
following materials from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 formatted in inline XBRL
(eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed
Consolidated Statements of Operations, (iii) the Interim Condensed Statements of Changes in Shareholders’ Equity, (iv) the
Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements,
tagged as blocks of text and in detail.
104*
Cover
Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
* Filed
herewith.
** Furnished
herewith.
26
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
PLURI INC.
By:
/s/
Yaky Yanay
Yaky
Yanay, Chief Executive Officer and President
(Principal
Executive Officer)
Date:
November
12, 2024
By:
/s/
Liat Zalts
Liat
Zalts, Chief Financial Officer
(Principal
Financial Officer and
Principal Accounting Officer)
Date:
November
12, 2024
27
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.