Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the second quarter
of fiscal year 2025, we issued an aggregate of 5,071 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, for the foregoing transactions under Section 4(a)(2) of the Securities Act.
27
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).
4.1
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on January 29, 2025).
4.2
Form of Warrant (incorporated by reference to Exhibit 4.2 of our current report on Form 8-K filed on January 29, 2025).
4.3
Form of Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on February 6, 2025).
10.1
Securities Purchase Agreement, dated January 23, 2025, between the Company and the purchaser identified thereto (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on January 29, 2025).
10.2
Securities Purchase Agreement, dated February 3, 2025, between the Company and the purchaser identified thereto (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on February 6, 2025).
10.3
Binding Term Sheet, dated January 23, 2025, between the Company, Chutzpah Holdings Ltd. and Plantae Ltd. (incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on January 29, 2025).
10.4*
Form
of RSU and options waiver letter agreement.
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 December 31, 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.
28
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:
February 11, 2025
By:
/s/ Liat Zalts
Liat Zalts, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date:
February 11, 2025
29
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.