What changed in this filing

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Item 1A. Risk Factors

2025-05-13 compared with 2025-02-11 · 53 added, 41 removed, 41 unchanged (70% of the section changed)

7 unchanged sentences

impact our ability to raise additional capital.

On November 25, 2024, we received a deficiency letter, or the Nasdaq

Letter, from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying us that we are not in compliance with the

Stockholders’ Equity Requirement, which requires us to maintain a minimum of $2.5 million in stockholders’ equity, nor we

are in compliance with either of the alternative listing standards, market value of listed securities of at least $35 million or net income

of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal

On November 25, 2024, we received

a deficiency letter (the “Nasdaq Letter”), from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying

us that we are not in compliance with the Stockholders’ Equity Requirement, which requires us to maintain a minimum of $2.5 million

in stockholders’ equity, nor we are in compliance with either of the alternative listing standards, market value of listed securities

of at least $35 million or net income of $500,000 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, we submitted

a plan to regain compliance, or the Compliance Plan.

Based on the Compliance Plan, Nasdaq has determined to grant us with an extension

a plan to regain compliance (the “Compliance Plan”).

Based on the Compliance Plan, Nasdaq has determined to grant us an extension

of time to regain compliance with the Stockholders’ Equity Requirement until May 24, 2025.

If we fail to evidence compliance by

the required deadline, we may be subject to delisting.

At that time, we may appeal Staff’s determination to a Hearings Panel.

We intend 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

that we will ultimately regain compliance with all applicable requirements for continued listing.

Neither the Nasdaq Letter

nor our noncompliance have an immediate effect on the listing or trading of our common shares, which will continue to trade on The Nasdaq

Capital Market under the symbol “PLUR”.

If, for any reason, Nasdaq

should delist our common shares from trading on its exchange and we are unable to obtain listing on another national securities exchange

or take action to restore our compliance with the Nasdaq continued listing requirements, a reduction in some or all of the following may

occur, each of which could have a material adverse effect on our shareholders:

● The liquidity of our common shares;

● the market price of our common shares;

● our ability to obtain financing for the continuation

of our operations;

● the number of institutional and general investors

that will consider investing in our common shares;

● the number of investors in general that will

consider investing in our common shares;

● the number of market makers in our common shares;

● the availability of information concerning the

trading prices and volume of our common shares;

● the number of broker-dealers willing to execute

trades in shares of our common shares

On May 7, 2025, the Company received

a letter from Nasdaq, determining that the Company has regained compliance with Listing Rule 5550(b)(2), due to the fact that for the

10 consecutive business days from April 22, 2025 through May 6, 2025, the market value of the Company’s listed securities was $35

million or greater, satisfying the requirement under Rule 5550(b)(2).

Accordingly, the Company has regained compliance with the Shareholders’

Equity Requirement and remains in good standing on The Nasdaq Capital Market.

We cannot guarantee that we will continue to comply with the Nasdaq

Shareholders’ Equity Requirement.

If we fail to comply with the Nasdaq Shareholders’ Equity Requirement, Nasdaq could delist

our common shares from trading on its exchange and we are unable to obtain listing on another national securities exchange or take action

to restore our compliance with the Nasdaq continued listing requirements, we and our shareholders could incur material adverse consequences,

including a negative impact on our liquidity, our shareholders’ ability to sell shares and our ability to raise capital

Our principal research, development and

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manufacturing facilities are located in Haifa, Israel, thus, political, economic, and military conditions in Israel, and in particular,

conflicts between Israel and Hamas, Hezbollah in Lebanon, Iran and other Arab terrorists’ groups, may directly affect our business.

conflicts involving Israel and Hamas, Hezbollah in Lebanon, Iran and other terrorists’ groups, may directly affect our business.

As of today, there has been

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grants similar to those we have received in the past, it could adversely affect our financial results.

Furthermore, certain of our

employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called up for active military

duty at any time.

Many Israeli citizens who have served in the army are required to perform reserve duty until they reach the age of 40

or older, depending upon the nature of their military service.

Currently, one of our employees have been called up for active military

certain of our employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called

up for active military duty at any time.

Many Israeli citizens who have served in the army are required to perform reserve duty until

they reach the age of 40 or older, depending upon the nature of their military service.

Currently none of our employees has been called

for active military reserve duty.

War’s implications,

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and acts of terrorism have resulted in significant damage to the Israeli economy, including reducing the level of foreign and local investment.

Failure to reach an agreement with the EIB

about the repayment of the EIB Loan could adversely affect our financial condition and liquidity.

On April 30, 2020, we and

our subsidiaries, Pluri Biotech Ltd.

and Pluristem GmbH, entered into the EIB Finance Agreement for a loan in the amount of up to €50

million in the aggregate, subject to certain milestones being reached, receivable in three tranches.

During June 2021, we received the

first tranche in the amount of €20 million.

The amount received is due to be repaid on June 1, 2026, and bears annual interest of

4% to be paid together with the principal amount of the loan.

As of March 31, 2025, the interest accrued was in the amount of approximately

€3.06 million.

In addition to the interest payable, the EIB is also entitled to royalty payments, pro-rated to the amount disbursed

from the EIB Loan, on our consolidated revenues beginning in the fiscal year 2024 up to and including its fiscal year 2030, in an amount

equal to up to 2.3% of our consolidated revenues below $350 million, 1.2% of our consolidated revenues between $350 million and $500 million

and 0.2% of our consolidated revenues exceeding $500 million.

As of March 31, 2025, we had an accrued royalty in the amount of $8 thousand.

We are currently in discussions with the EIB regarding a potential

restructuring of the terms of the EIB Loan.

Such discussions are currently focused on the new terms of the EIB Loan, including an extension

of the current maturity date of the EIB Loan.

The Company is expecting to finalize such discussions by the end of June 2025;

there is no certainty that such restructuring will be achieved on the expected timeline or at all.

If we fail to reach an agreement

with the EIB about the repayment of the EIB Loan, or if we are unable to repay the EIB Loan when due, our financial condition and liquidity

would be materially affected and could impact our ability to continue as a going concern.

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 1A. Risk Factors