What changed in this filing

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Item 1. Financial Statements

2025-02-11 compared with 2024-11-12 · 270 added, 152 removed, 268 unchanged (61% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024

of December 31, 2024

DOLLARS IN THOUSANDS

6 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Dollars in thousands (except share and per share data)

September 30,

Dollars in thousands (except share and per

CURRENT ASSETS:

2 unchanged sentences

Restricted cash

Customer receivables

Prepaid expenses and other current assets

11 unchanged sentences

Dollars in thousands (except share and per share data)

September 30,

AND SHAREHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

3 unchanged sentences

Accrued vacation and recuperation

accounts payable

Total current

Other accounts payable

Total current liabilities

LONG-TERM LIABILITIES

1 unchanged sentence

Operating lease liability

from the European Investment Bank, or EIB

Loan from the European Investment Bank, or EIB

Total long-term liabilities

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY (DEFICIT)

Share capital:

Common shares, $ 0.00001 par value per share:

37,500,000 as of September 30, 2024, and June 30, 2024;

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

Issued and outstanding:

5,507,304 and 5,408,212 shares as of September 30, 2024, and June 30, 2024, respectively

5,565,449 and 5,408,212 shares as of December 31, 2024, and June 30, 2024, respectively

Additional paid-in capital

shareholders’ (deficit) equity

Non-controlling

Accumulated deficit

Total shareholders’ equity (deficit)

Non-controlling interests

Total equity (deficit)

Total liabilities

Total liabilities and equity

(*) Less than $1

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Dollars in thousands (except share and per share data)

Dollars in thousands (except share and per

Six months ended

Three months ended

September 30,

Cost of revenues

5 unchanged sentences

Operating loss

Other financial income (expenses), net

Other financial income, net

Interest expenses

Total financial income (expenses), net

Total financial income, net

Net loss attributed to non-controlling interest

3 unchanged sentences

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

note 5(1) regarding reverse share split

(**) See note 5(1) regarding reverse share split

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AND ITS SUBSIDIARIES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

Dollars in thousands (except share and per share data)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

Dollars in thousands (except share and per

Shareholders’ Equity

4 unchanged sentences

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

Balance as of September 30, 2023

Balance as of December 31, 2023

$ ( 409,450 )

note 5(1) regarding reverse share split

Shareholders’ Equity

Common Shares

Shareholders’

Balance as of October 1, 2023

$ ( 404,545 )

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

Balance as of December 31, 2023

$ ( 409,450 )

(*) Less than $1

(**) See note 5(1) regarding reverse share split

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AND ITS SUBSIDIARIES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

Dollars in thousands (except share and per share data)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

Dollars in thousands (except share and per

Shareholders’ Equity (Deficit)

1 unchanged sentence

Shareholders’

as of July 1, 2024

compensation to employees, directors, and non-employee consultants

as of September 30, 2024

Equity (Deficit)

Balance as of July 1, 2024

$ ( 420,472 )

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

Balance as of December 31, 2024

$ ( 429,310 )

Shareholders’ Equity (Deficit)

Common Shares

Shareholders’

Equity (Deficit)

Balance as of October 1, 2024

$ ( 426,354 )

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

Balance as of December 31, 2024

$ ( 429,310 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

Three months ended

September 30,

Dollars in thousands (except share and per

share amounts)

Six months ended

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

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

Decrease in prepaid expenses and other current assets and other long-term assets

Decrease (increase) in customer receivable

Decrease (increase) in prepaid expenses and other current assets and other long-term assets

Increase (decrease) in trade payables

Decrease in other accounts payable and accrued expenses

Decrease in other accounts payable, accrued vacation and recuperation and accrued expenses

Decrease (increase) in operating lease right-of-use asset and liability, net

9 unchanged sentences

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS and restricted cash

Decrease in cash, cash equivalents, restricted cash and restricted bank deposits

Increase in cash, cash equivalents, restricted cash and restricted bank deposits

Cash, cash equivalents, restricted cash and restricted bank deposits at the beginning of the period

11 unchanged sentences

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

(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”.

has a wholly owned subsidiary, Pluri-Biotech Ltd.

Dollars in thousands (except share and per

share amounts)

(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”.

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.”

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

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 technology

and agricultural technology 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.

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.

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 Co-Operative 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.”

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

Pluri currently uses its technology in the field of regenerative medicine, food technology and agricultural technology

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.

The Company has incurred an accumulated deficit of approximately $ 429,310 and incurred recurring operating losses and negative cash flows from operating activities since inception.

As of September 30, 2024, the Company’s total shareholders’ equity deficit amounted to $ 5,283 .

During the three-month period ended September 30, 2024, the Company incurred losses of $ 6,036 and its negative cash flow from operating activities was $ 4,064 .

As of September 30, 2024, the Company’s cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $ 26,677 .

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.

As of December 31, 2024, the Company’s total shareholders’ deficit amounted to $ 8,028 .

During the six-month period ended December 31, 2024, the Company incurred losses of $ 9,146 and its negative cash flow from operating activities was $ 8,692 .

As of December 31, 2024, the Company’s cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $ 22,374 .

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 interim unaudited condensed consolidated financial statements.

2 unchanged sentences

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 a loan in an amount of € 20 million, or the Loan.

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 a loan in an amount of € 20 million,

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

As of September 30, 2024, the linked principal and interest accrued balance was of $ 25,365 and is presented among long-term liabilities (see note 4).

The Company is currently in discussions with the EIB regarding a potential restructuring of the terms of the loan, however there is no

certainty that such restructuring will be achieved.

As of December 31, 2024, the linked principal and interest accrued balance was of

$ 23,798 and is presented among long-term liabilities (see note 4).

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

Dollars in thousands (except share and per

share amounts)

- SIGNIFICANT ACCOUNTING POLICIES

12 unchanged sentences

required by GAAP are included.

results for the three-month period ended September 30, 2024, are not necessarily indicative of the results that may be expected for the

results for the six-month period ended December 31, 2024, are not necessarily indicative of the results that may be expected for the

year ending June 30, 2025.

9 unchanged sentences

those estimates.

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Fair value of financial instruments

2 unchanged sentences

their fair value because of their generally short-term maturities.

Company measures its derivative instruments at fair value under Accounting Standards Codification, or ASC, “Fair Value Measurements

and Disclosures, 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.

The Company measures its derivative instruments at fair value under

Accounting Standards Codification, or ASC 820;

“Fair Value Measurements and Disclosures”, 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.

such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing

2 unchanged sentences

the inputs used in the valuation methodologies in measuring fair value:

- Quoted prices (unadjusted) in active markets for identical assets or liabilities;

- Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly;

- Unobservable inputs for the asset or liability.

1 - Quoted prices (unadjusted)

in active markets for identical assets or liabilities;

2 - Inputs other than Level

1 that are observable for the asset or liability, either directly or indirectly;

3 - Unobservable

inputs for the asset or liability.

fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when

1 unchanged sentence

The Company categorized each of its fair value measurements in one of these three levels of hierarchy.

measures its liability pursuant to the Finance Contract based on the aggregate outstanding amount of the combined principal and accrued

interest thereunder.

As of September 30, 2024, 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 fiscal year 2024 and until fiscal year 2030.

As of September 30, 2024, Pluri had an accrued

royalty in the amount of $7(see note 4).

Company measures its liability pursuant to the Finance Contract based on the aggregate outstanding amount of the combined principal and

accrued interest thereunder.

As of December 31, 2024, 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 fiscal year 2024 and until fiscal year 2030 (see note 4).

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

Dollars in thousands (except share and per

share amounts)

- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

New Accounting Pronouncements

adopted accounting pronouncements

Recently issued accounting pronouncements, not yet adopted

2023-07 - “Segment Reporting (Topic 280):

15 unchanged sentences

The amendments in ASU 2023-09 address investors’ requests for enhanced income tax information primarily through changes

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

and in foreign jurisdictions.

to the tax rate reconciliation and regarding income tax paid both in the United States and in foreign jurisdictions.

ASU 2023-09 is effective

2 unchanged sentences

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

ASU 2024-03 - “Income Statement:

Reporting Comprehensive Income

- Expense Disaggregation Disclosures”, or ASU 2024-03:

In November 2024, the FASB issued ASU 2024-03 - which requires more

detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization,

and depletion), which are included in certain expense captions presented on the face of the income statement, as well as disclosures about

selling expenses.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years

beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements

issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial

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

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- COMMITMENTS AND CONTINGENCIES

As of September 30, 2024, an amount of $ 1,018 of cash and deposits was pledged by the Subsidiary to secure its credit line, lease agreement, derivative and hedging and bank guarantees.

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.

As of December 31, 2024, an amount of $ 1,061 of cash and deposits was pledged by the Subsidiary and Ever After Foods to secure its credit line, lease agreement, derivative and hedging and bank guarantees.

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 %

dollar-linked grant is repaid.

The Company’s obligation to pay these royalties is contingent on its actual sale of such products and services.

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 London Interbank Offered Rate, or LIBOR (from January 1, 2024, to the 12-month secured overnight financing rate, or SOFR) applicable to U.S.

The outstanding balance of the grants will be subject to

interest at a rate equal to the 12-month Secured Overnight Financing Rate, or SOFR (before January 1, 2024, to the 12-month London

Interbank Offered Rate, or LIBOR) 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 September 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.

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- COMMITMENTS AND CONTINGENCIES (CONT.)

As of December 31, 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.

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.

6 unchanged sentences

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 .

to potential royalties to the EIB, see note 4.

In October 2024, Ever After Foods signed a facility operating lease

agreement with a lessor.

The lease period, which has not yet begun, is expected for a term of five years .

In addition, Ever After Foods

has the option to terminate the lease after a period of 36 months and to extend the term of the lease for an additional period of five

years , or the Extension Option.

The average monthly lease payment for the first five years is approximately NIS 50,192 or $ 14 , which is

linked to the consumer price index.

The monthly lease payments will increase by 5 % in the event that Ever After Foods exercises its Extension

As to potential royalties

to the EIB, see note 4.

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- LOAN FROM THE EIB

12 unchanged sentences

to 2.3 % of the Company’s consolidated revenues, pro-rated to the amount disbursed from the Loan.

As of September 30, 2024, Pluri

As of December 31, 2024, Pluri

had an accrued royalty in the amount of $ 5 .

2 unchanged sentences

1, 2026 , and bears annual interest of 4 % to be paid with the principal of the Loan.

As of September 30, 2024, the linked principal balance

As of December 31, 2024, the linked principal balance

in the amount of $ 20,819 and the interest accrued in the amount of $ 2,979 are presented among long-term liabilities.

6 unchanged sentences

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

Dollars in thousands (except share and per

share amounts)

- SHAREHOLDERS’ EQUITY

8 unchanged sentences

acting as sales agent.

As of September 30, 2024, 42,729 common shares were sold under the Sales Agreement at an average price of $ 5.93 per share.

options and restricted share units, or RSUs to employees, directors and consultants:

As of December 31, 2024, the Company sold 42,729 common shares under the Sales Agreement at an average price of $ 5.93 per share.

Share options and restricted

share units, or RSUs to employees, directors and consultants:

to non-employee consultants:

summary of the share options granted to non-employee consultants under equity incentive plans, or Plans by Pluri Inc.

and its Subsidiary

is as follows:

Three months ended September 30, 2024

summary of the share options granted to non-employee consultants under its equity incentive plans, or the Plans, by Pluri Inc.

Subsidiary is as follows:

Six months ended December 31, 2024

Number Weighted

6 unchanged sentences

Share options vested and expected to vest at the end of the period 17,475 $ 5.80 4.37 $ 19

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

compensation expenses related to options granted to non-employee consultants by Pluri Inc.

1 unchanged sentence

be recognized by the end of March 2027.

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

to the Chief Executive Officer, or CEO, and Director:

summary of the share options granted to the CEO and directors under the Plans by Pluri Inc.

summary of the share options granted to the CEO and director under the Plans by Pluri Inc.

and its Subsidiary is as follows:

Three months ended September 30, 2024

Six months ended December 31, 2024

Number Weighted

3 unchanged sentences

Share options vested and exercisable at the end of the period 240,291 $ 14.82 1.91

of September 30, 2024, the aggregate intrinsic value of these options was $ 0 .

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

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 three-month

period ended September 30, 2024:

Three months ended

September 30,

of December 31, 2024, the aggregate intrinsic value of these options was $ 0 .

RSUs to employees

and directors:

following table summarizes the activity related to unvested RSUs granted to employees and directors under the Plans by Pluri Inc.

its Subsidiary, for the six-month period ended December 31, 2024:

Six months ended

Unvested at the beginning of the period

2 unchanged sentences

fair value of all RSUs was determined based on the closing trading price of the Company’s shares known at the grant date.

average grant date fair value of RSUs granted during the three-month period ended September 30, 2024 granted to employees and directors

average grant date fair value of RSUs granted during the six-month period ended December 31, 2024 granted to employees and directors

was $ 5.20 per share.

2 unchanged sentences

recognized by the end of September 2027.

and restricted shares, or RS to consultants:

The following table summarizes the

activity related to unvested RSUs and RS granted to non-employee consultants by Pluri Inc.

and its Subsidiary for the three-month period

ended September 30, 2024:

Three months ended

September 30,

Unvested at the beginning of the period

Unvested at the end of the period

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

Dollars in thousands (except share and per

share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

RSUs and restricted

shares, or RS to consultants:

following table summarizes the activity related to unvested RSUs and RS granted to non-employee consultants by Pluri Inc.

and its Subsidiary

for the six-month period ended December 31, 2024:

Six months ended

Unvested at the beginning of the period

Unvested at the end of the period

fair value of all RSUs was determined based on the closing trading price of the Company’s shares known at the grant date.

average grant date fair value of RSUs granted during the three-month period ended September 30, 2024 granted to non-employee consultants

average grant date fair value of RSUs granted during the six-month period ended December 31, 2024 granted to non-employee consultants

was $ 5.47 per share.

2 unchanged sentences

by the end of June 2025.

Compensation expenses related to RSUs

granted by Pluri Inc.

expenses related to RSUs granted by Pluri Inc.

and its Subsidiary were recorded as follows:

Six months ended

Three months ended

September 30,

Research and development expenses

General and administrative expenses

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

(4) Nasdaq Deficiency Letter:

On May 28, 2024, the Company, received a deficiency 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.

On July 11, 2024, the Company submitted a plan to regain compliance with the Shareholders’ Equity Requirement.

Based on such compliance plan, Nasdaq granted the Company an extension of time to regain compliance with the Stockholders’ Equity Requirement until November 24, 2024.

On September 26, 2024, the Company received a letter from Nasdaq, determining that the Company has regained compliance with the Shareholders’ Equity Requirement and that the matter is now closed.

- OTHER FINANCIAL INCOME (EXPENSES), NET

On November 25, 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.

On January 6, 2025, the Company submitted a plan to regain compliance, or the Compliance Plan.

Based on the Compliance Plan, Nasdaq has determined to grant the Company an extension of time to regain compliance with the Shareholders’ Equity Requirement until May 24, 2025.

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”.

- TOTAL FINANCIAL INCOME, NET

Six months ended

Three months ended

September 30,

Foreign currency translation differences, net

Interest income on deposits and restricted bank deposits

Income (loss) from hedging derivatives

Financial income (expenses), net

Income from hedging derivatives

Other Financial income, net

EIB loan interest expenses

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- SUBSEQUENT EVENTS

In October 2024, Ever After Foods signed a facility

operating lease agreement with a lessor.

The lease period will begin on December 1, 2024 for a term of five years until December 2029 .

In addition, Ever After Foods has the option to terminate the lease after a period of 36 months and to extend the term of the lease for

an additional period of five years until December 2034 , or the Extension Option.

The average monthly lease payment for the first five

years is approximately NIS 50,192 or $ 14 which are linked to the consumer price index.

The monthly lease payments will increase by 5 %

in the event that Ever After Foods exercises its Extension Option.

January 23, 2025, the Company entered into a Securities Purchase Agreement, or the Securities Purchase Agreement, with Mr.

Alejandro Weinstein,

or the Investor, relating to a private placement offering, or the Offering, of:

(i) 1,383,948 common shares of the Company, (ii) pre-funded

warrants, or the Pre-Funded Warrants, to purchase up to 26,030 common shares, and (iii) warrants, or the Common Warrants, to purchase

up to 84,599 common shares.

The Offering price per share and accompanying warrant is $ 4.61 .

The Pre-Funded Warrants have an exercise price

of $ 0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Company’s shareholders, or

the Shareholder Approval, and until exercised in full.

The Common Warrants have an exercise price of $ 5.568 per share, which will not

be exercisable until the Company receives Shareholder Approval and will be exercisable for three years following the date of receipt of

the Shareholder Approval.

The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions and are subject to a

19.99 % beneficial ownership limitation until the Shareholder Approval is obtained.

The Securities Purchase Agreement contains customary

representations and warranties and agreements of the Company and the Investor and customary indemnification rights and obligations of

Under the terms of the Securities Purchase Agreement, the Company appointed

Weinstein, to the Board of Directors of the Company, or the Board, effective upon the closing of the Offering, and agreed to continue

to recommend his election to its shareholders provided the Investor continues to hold at least 10 % of the Company’s issued and outstanding

Common Shares.

The Offering closed on February 5, 2025, and the gross proceeds to the Company were $ 6.5 million.

Concurrently with the Offering, on January 23, 2025, the Company and

the Investor entered into a binding term sheet, or the Term Sheet, for the purchase of certain shares representing approximately 71 % (on

a fully diluted basis) of Kokomodo Ltd., or Kokomodo, for an aggregate purchase price of $ 4.5 million, payable in common shares, or the

Kokomodo Transaction.

The Kokomodo Transaction will be subject to, among other conditions, the approval by the Company’s shareholders.

The Kokomodo Transaction is expected to close during the second quarter of 2025, (calendar year) following the approval of the Company’s

shareholders.

As of the date of this report, there is no guarantee when or if the Kokomodo Transaction will be completed.

to the Term Sheet, in case that the Kokomodo Transaction does not close, for any reason other than due to Investor’s failure to

perform its material undertakings and/or covenants as agreed under the definitive agreement, or due to any due diligence finding which

the we are not currently aware of and that is likely to result in liabilities to us exceeding $ 0.5 million, then we shall:

a certain portion of Investor’s shares in Kokomodo for a purchase amount of $ 1 million (based on a $ 6 million pre-money valuation

of Kokomodo, calculated prior to the investment described in (b)), and (b) invest an additional $ 0.5 million in Kokomodo under a under

a Simple Agreement for Future Equity, or SAFE, providing a 20 % discount of the price per share set in connection with a trigger event

for conversion of the SAFE into equity of Kokomodo and a pre-money valuation cap of $ 5.5 million in connection with such round.

February 3, 2025, the Company entered into an additional securities purchase agreement, or the Additional Securities Purchase Agreement,

with Merchant Adventure Fund L.P., an existing investor, of the Company, relating to a private placement offering, or the Second Offering,

(i) 759,219 of the Company’s common shares, and (ii) warrants to purchase up to 45,553 common shares.

The Second Offering price

per share and accompanying warrant is $ 4.61 .

The Second Offering warrants have an exercise price of $ 5.568 per share and a term of three

years , commencing on the date of issuance.

The gross proceeds to the Company from the Second Offering are expected to be approximately

$ 3.5 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements