What changed in this filing

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Item 9A. Controls and Procedures

2025-09-17 compared with 2024-09-18 · 731 added, 495 removed, 314 unchanged (80% of the section changed)

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of our internal control over financial reporting on June 30, 2025.

In making this assessment, management used the criteria set forth by

the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework in Internal Control—Integrated Framework .

In making this assessment, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework in Internal Control—Integrated Framework .

Based on that assessment under those criteria, management has determined that, as of June 30, 2025, our internal control over financial

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Not applicable.

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our directors and executive

officers, their ages, positions currently held, and duration of such, are as follows:

Position Held with Company

Position Held with

Date First Elected

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February 2015

Chen Franco-Yehuda

CFO, Treasurer and Secretary

CFO & Treasurer

Maital Shemesh-Rasmussen

Alexandre Weinstein

February 2025

Eitan Ajchenbaum

September 2025

Business Experience

The following is a brief account

of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s

principal occupation during the period, and the name and principal business of the organization by which they were employed.

The following is a brief

account of the education and business experience of each director and executive officer during at least the past five years, indicating

each person’s principal occupation during the period, and the name and principal business of the organization by which they were

Aberman joined the Company

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He has 40 years of experience in marketing and management in the high technology industry.

has held the CEO and Chairman positions of various companies located in Israel, the United States, Europe, Japan and Korea.

Aberman has operated within

high-tech global companies in the fields of automatic optical inspection, network security, video over IP, software, chip design and robotics.

Aberman has held the CEO and Chairman positions of various companies located in Israel, the United States, Europe, Japan and Korea.

Aberman also serves as a director of our subsidiaries Pluri Biotech and Pluristem GmbH.

Aberman has operated

within high-tech global companies in the fields of automatic optical inspection, network security, video over IP, software, chip design

and robotics.

He serves as the chairman of Rose Hitech Ltd., a private investment company.

He previously served as the chairman of VLScom Ltd., a private

company specializing in video compression for HDTV and video over IP and as a director of Ori Software Ltd., a company involved in data

He previously served as the chairman of VLScom

Ltd., a private company specializing in video compression for HDTV and video over IP and as a director of Ori Software Ltd., a company

involved in data management.

Prior to holding those positions, Mr.

Aberman served as the President and CEO of Elbit Vision System Ltd.

(EVSNF.OB), now

part of the USTER Group, a company engaged in automatic optical inspection.

(EVSNF.OB), now part of the USTER Group, a company engaged in automatic optical inspection.

Before joining the Company, Mr.

Aberman served as President

and CEO of Netect Ltd., a company specializing in the field of internet security software and was the co-founder, President and CEO of

Associative Computing Ltd., which developed an associative parallel processor for real-time video processing.

He also served as Chairman

of Display Inspection Systems Inc., specializing in laser-based inspection machines and as President and CEO of Robomatix Technologies

Aberman was awarded

the Rothschild Prize for excellence in his field from the President of the State of Israel.

Aberman served

as President and CEO of Netect Ltd., a company specializing in the field of internet security software and was the co-founder, President

and CEO of Associative Computing Ltd., which developed an associative parallel processor for real-time video processing.

He also served

as Chairman of Display Inspection Systems Inc., specializing in laser-based inspection machines and as President and CEO of Robomatix

Technologies Ltd.

awarded the Rothschild Prize for excellence in his field from the President of the State of Israel.

Aberman holds a B.Sc.

in Mechanical Engineering

from Ben Gurion University in Israel.

in Mechanical

Engineering from Ben Gurion University in Israel.

We believe that Mr.

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of the Company in February 2015.

He has served as our President from February 2014 and as our Chief Executive Officer, or CEO, from June

2019, previously serving as Co-CEO from March 2017.

Yanay has served in various executive positions in Pluri since 2006 including

as our CFO, from November 2006 until February 2014 and from February 2015 until March 2017.

He also served as our CEO from February 2014

until March 2017.

From November 2006 to February 2014, he served as our Secretary and served as our Executive Vice President from March

2013 until February 2014.

He has served as our President from February 2014 and as our CEO from June 2019, previously serving

as Co-CEO from March 2017.

In addition, Mr.

Yanay serves as a director of our subsidiaries, namely Pluri Biotech and Pluristem GmbH,

and as both Chairman and director of Ever After Foods, Coffeesai and Kokomodo.

Yanay has served in various executive positions in

Pluri since 2006 including as our CFO, from November 2006 until February 2014 and from February 2015 until March 2017.

He also served

as our Chief Operating Officer from February 2014 until March 2017.

From November 2006 to February 2014, he served as our Secretary and

served as our Executive Vice President from March 2013 until February 2014.

From 2015 to 2018 Mr.

Yanay served as the Co-Chairman of Israel Advanced Technology Industries (IATI), the

largest umbrella organization representing Israel’s high tech and life science industries and since August 2012 has continually

served as a Director of IATI, representing Israel’s life sciences industry.

Prior to joining the Company, Mr.

Yanay founded the

“Israeli Life Science Forum” and also served as the CFO of Elbit Vision Systems Ltd., a public company.

In addition, from

July 2010 to April 2018, he served on the board of directors of Elbit Vision Systems Ltd.

Prior to these positions, Mr.

Yanay served as

manager of audit groups of the technology sector at Ernst & Young Israel.

Since 2022, Mr.

Yanay has also served as the Chairman of

Ever After Foods.

Yanay served as the Co-Chairman of

Israel Advanced Technology Industries (IATI), the largest umbrella organization representing Israel’s high tech and life science

industries and since August 2012 has continually served as a Director of IATI, representing Israel’s life sciences industry.

to joining the Company, Mr.

Yanay founded the “Israeli Life Science Forum” and also served as the CFO of Elbit Vision Systems

Ltd., a public company.

In addition, from July 2010 to April 2018, he served on the board of directors of Elbit Vision Systems Ltd.

to these positions, Mr.

Yanay served as manager of audit groups of the technology sector at Ernst & Young Israel.

Yanay holds a bachelor’s

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accounting and economics, as well as his knowledge and familiarity with corporate finance.

Chen Franco-Yehuda

Franco-Yehuda was appointed

as CFO, Treasurer, and Secretary of Pluri, effective in March 2019.

She is responsible for managing financial and corporate strategy,

and is also in charge of the finance, IT, investor relations, PR and legal departments.

Prior to being appointed as our CFO, Ms.

Franco-Yehuda

served as the Company’s Head of Accounting and Financial Reporting since July 2016 and, prior to that, the Company’s Controller

since May 2013.

Before joining the Company, from October 2008 to April 2013, Ms.

Franco-Yehuda served as a manager of audit groups relating

to public and private companies in various industries at PricewaterhouseCoopers (PwC) and also as a lecturer of accounting classes at

the Open University of Israel from 2009 to 2014.

Franco-Yehuda has also served as a member of the board of directors of Brenmiller

BNRG) since August 2022 and a director of Ever After Foods since February 2022.

Franco-Yehuda holds a

bachelor’s degree with honors in economics and accounting from Haifa University, Israel, and is a certified public accountant in

On June 30, 2024, Ms.

Franco-Yehuda

notified the Company of her resignation from her position as CFO, Treasurer and Secretary of the Company, which will become effective

as of September 30, 2024.

Franco-Yehuda’s resignation was for personal reasons and was not due to any disagreement with the

Company on any matter relating to the Company’s operations, policies or practices.

July 2, 2024, the Board appointed Liat Zalts, age 40, to serve as the Company’s CFO and Treasurer effective as of September 30,

Prior to her appointment as CFO, Mrs.

Zalts served as the Company’s Director of Finance

since December 2022.

From March 2018 to November 2022, Mrs.

Zalts served as a CFO of Matics Manufacturing Analytics Ltd., a SaaS, high-tech

company based in Israel.

From October 2008 to February 2018, Mrs.

Zalts worked at Ernst & Young Israel (EY) and, between 2014 and

2018, served as a manager of audit groups relating to public and private companies in the high-tech department.

Zalts holds a bachelor’s

degree in economics and business management from Haifa University, a degree in accounting from Bar Ilan University and is a certified

public accountant in Israel.

Birger became a director

of the Company in July 2021.

Birger served as the chairman of the board of directors of Sight Diagnostic Ltd.

from June 2014 until

February 2024 and as interim CEO from July 2022 until March 2024, as chairman of the board of directors of Nurami Medical Ltd., or Nurami,

from April 2016 to March 2022, and is currently a director of Nurami, Chairman or director of Ultrasight Medical Imaging Ltd.

June 2019, Intelicanna Ltd.

INTL) from April 2021 until April 2022, Matricelf Ltd.

(TASE:MTLF ) from December 2020, Galooli from

September 21 and as a director of IceCure Medical Ltd.

ICCM) since August 2012 until May 2024 , Vibrant Ltd.

from December 2014

until March 2023, Hera Med Ltd.

HMD) from November 2019 until March 2024, Citrine Global (OTC:

CTGL) from March 2020 until January

2024, Kadimastem Ltd.

KDST) from December 2020 until December 2023, VVT Medical since February 2024 and Netiv Ha’or, a subsidiary

of the Israel Electric Corporation Ltd., from March 2020 until March 2023, and as chairman and director in a variety of non-profit organizations.

Prior to that, Mr.

Birger has served as Chairman or member of the board of directors of MCS Medical Compression Systems (DBN) Ltd.

from March 2015 to May 2018, Mekorot National Water Company Ltd.

from November 2015 to November 2018, and chairman of the board of directors

of Insulin Medical Ltd.

INSL) from March 2016 to August 2017, IOPtima Ltd.

from June 2012 to June 2019, MST Medical Surgical Technologies

from August 2009 to June 2019, Highcon Ltd.

From November 2014 to January 2018, Magisto Ltd.

from September 2009 to July 2019, Real

from November 2018 to April 2019 and Medigus Ltd.

(Nasdaq and TASE:

MDGS) from May 2015 to September 2018.

a BA and MA in economics from the Hebrew University, Israel.

We believe that Mr.

qualifications to sit on our Board include his extensive experience in the high-tech sector and life-science industry, his experience

serving as Chairman, CEO and a director of public companies, his vast skill and expertise in accounting and economics as well as his knowledge

and familiarity with corporate finance.

Zalts joined the Company

in December 2022 and served as director of finance until September 2024.

Effective as of October 2024, Ms.

Zalts serves as the Company’s

CFO and Treasurer.

Zalts currently serves as a director of our subsidiaries, Ever After Foods, Pluristem GmbH, and Kokomodo, and

a director of Haifa International Stadium Co.

from June 2020.

From March 2018 to November 2022, Ms.

Zalts served as a CFO of Matics

Manufacturing Analytics Ltd., a SaaS, high-tech company based in Israel.

From October 2008 to February 2018, Ms.

Zalts worked at Ernst

& Young Israel and, between 2014 and 2018, served as a manager of audit groups relating to public and private companies in the high-tech

Zalts holds a bachelor’s degree in economics and business management from Haifa University, a degree in accounting

from Bar Ilan University and is a certified public accountant in Israel.

Levi became a director

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Science from The Hebrew University of Jerusalem.

Levi also serves as a director of our subsidiary, Pluri Biotech.

We believe that Mr.

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a director of the Company in January 2021.

Shemesh-Rasmussen served as the Chief Commercial Officer of Octave Bioscience, Inc.

2021 and 2024.

Prior to this role, Ms.

From 2021 to 2024, Ms.

Shemesh-Rasmussen served as the Chief Commercial Officer of Octave

Bioscience, Inc.

Prior to that, Ms.

Shemesh-Rasmussen served as the Global Head of Marketing at Roche Diagnostics Information Solutions

between 2018 and 2020.

Between 2016 and 2018, she was a consultant to Fitango Health, Inc.

where she focused on marketing and business

Between 2013 and 2016, she led Product Marketing at the Oracle Health Sciences Global Business Unit, as well as Marketing

and Business Development in the Oracle Digital Health Innovation Unit.

Prior to these positions, Ms.

Shemesh-Rasmussen was the founder

and president of Rasmussen Communication, Inc.

In addition, Ms.

Shemesh-Rasmussen served as Vice President at JPMorgan Chase Bank from

2002 until 2007.

between 2018 and 2020, leading global marketing efforts for Roche’s Precision Medicine and digital health solutions.

and 2018, Ms.

Shemesh-Rasmussen worked as a consultant to several health-tech companies.

From 2013 to 2016, she held leading roles at

Oracle Health Sciences, overseeing product marketing in its Global Business, as well as in the Oracle Digital Health Innovation Unit.

Earlier in her career, Ms.

Shemesh-Rasmussen founded and served as president of Rasmussen Communication, Inc.

She also spent five years

at JPMorgan Chase Bank (2002-2007) as Vice President.

Shemesh-Rasmussen holds a BA in Behavioral Sciences from Ben-Gurion University.

Shemesh-Rasmussen also serves as a director of our subsidiary, Pluri Biotech.

We believe that Ms.

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investment banking.

There are no family relationships between any of

the directors or officers named above.

Alexandre Weinstein

Alexandre Weinstein became

a director of the Company in February 2025.

Weinstein is a global investor and entrepreneur with a career spanning over two decades

in the pharmaceutical, biotechnology, and high technology sectors.

Weinstein is the co-founder of WM Partners and has been a General

Partner of WM Partners since 2016, co-founder and a General Partner of Olive Tree Ventures since 2018, and a General Partner of Venterra

Capital since 2018.

From 1990 to 2014, Mr.

Weinstein was the CEO of CFR Pharmaceuticals S.A.

Weinstein is also serving as a member

of the board of directors of Worthy Inc.

and Procaps Group, S.A (Nasdaq:

PROC) since 2024 and several other privately held tech companies.

Weinstein holds a Business and Accounting degree from Pontificia Universidad Católica de Chile, where he is also a certified

public auditor and accountant.

Weinstein participated in post graduate Owner/ President Management Program at Harvard Business School.

We believe that Mr.

qualifications to sit on our Board include his years of experience in leading high-growth organizations, his vast skill and expertise

in strategic investments and business development, as well as his knowledge and familiarity with the pharmaceutical, biotechnology, and

sustainable technology sectors.

Eitan Ajchenbaum

Ajchenbaum became a director

of the Company in September 2025.

Ajchenbaum is a Certified Public Accountant (Israel) with over 30 years of senior executive and

board experience in both public and private companies.

Since June 2025, Mr.

Ajchenbaum has served as Chief Financial Officer and Deputy

Chief Executive Officer of WeSure Global Tech Ltd.

(WESR.TA), a public holding company, traded on the Tel-Aviv Stock Exchange, focusing

on the financial and insurance arenas.

From 2011 until April 2024, Mr.

Ajchenbaum served as Chief Financial Officer and Treasurer

of Berkshire Hathaway Guard (and since 2007, as a board member in most of the Guard group of companies), an insurance group where he

previously held the role of Chief Risk Officer and was responsible for finance, accounting, corporate legal, investments, internal audit,

risk management and more.

Earlier in his career, Mr.

Ajchenbaum held senior finance positions including as Chief Financial Officer of

Bezeq International Ltd.

(BZQIY.TA), Executive Vice President of Direct Insurance Ltd.

(DRIN.TA), and Finance and Organization Manager

at Analyst Investment Company Ltd.

Ajchenbaum also began his career as an auditor at Kesselman & Kesselman (currently

Ajchenbaum holds a B.A.

in Accounting and Economics from Tel-Aviv University.

We believe that Mr.

qualifications to sit on our Board include his extensive experience as a senior financial executive of both U.S.

and international companies,

his expertise in financial reporting under U.S.

GAAP and IFRS, and his background in risk management, internal controls, and corporate

His prior service as Chief Financial Officer and Treasurer of Berkshire Hathaway Guard, together with his leadership roles

at other publicly traded companies, provide him with the financial expertise and board oversight skills necessary to contribute meaningfully

to our Board and to serve as Chairman of the Audit Committee.

The Board determined that

the directors Zami Aberman, Rami Levi, Maital Shemesh-Rasmussen,Alexandre Weinstein and Eitan Ajchenbaum are “independent”

as defined by the rules of the SEC and Nasdaq rules and regulations.

None of the independent directors has any relationship with us besides

serving on our Board.

There are no family relationships between any

of the directors or officers named above.

Audit Committee and Audit Committee Financial Expert

June 25, 2024, the members of our Audit Committee were Mr.

Lorne Abony and Ms.

Until June 30, 2025, the

members of our Audit Committee were Mr.

Shemesh-Rasmussen.

Abony was not re-nominated as a director for the 2024 annual meeting

of shareholders, held on June 25, 2024, or the 2024 Annual Meeting, and his membership on the Board and Audit Committee terminated on

June 25, 2024.

Following the 2024 Annual Meeting, Mr.

Levi was appointed to serve on the Audit Committee of the Board, to replace Mr.

Birger is the Chairman of the Audit Committee, and our Board has determined that

all members of the Audit Committee are “independent” as defined by the rules of the SEC and the Nasdaq rules and regulations.

The Board also determined that M r.

Birger is an Audit Committee financial expert.

The Audit Committee operates under a written charter that is posted on our website at www.pluri-biotech.com.

The primary responsibilities

of our Audit Committee include:

Appointing, compensating

and retaining our registered independent public accounting firm;

Overseeing the work performed

by any outside accounting firm;

the Board in fulfilling its responsibilities by reviewing:

(i) the financial report provided by us

to the SEC, our shareholders or to the general public, and (ii) our internal financial and accounting

Recommending,

establishing and monitoring procedures designed to improve the quality and reliability of the disclosure

of our financial condition and results of operations;

Overseeing the Company’s risk management

arising from cybersecurity threats.

Audit Committee held five meetings during fiscal year 2024.

June 25, 2024, the members of our Compensation Committee were Mr.

Rami Levi, Mrs.

Maital Shemesh-Rasmussen and Mr.

Abony was not re-nominated as a director for the 2024 annual meeting of

shareholders, held on June 25, 2024 and his membership on the Board and Compensation Committee terminated as of June 25, 2024.

June 25, 2024, the members of our Compensation Committee are Mr.

Birger, who served as the Chairman of the Audit

Committee, was not re-elected as a director for the 2025 Annual Meeting, held on June 30, 2025, and his membership on the Board and Audit

Committee terminated on June 30, 2025.

Between June 30, 2025, and September 10, 2025, following Mr.

Birger’s departure, our Audit

Committee consisted of two independent directors and did not comply with the Audit Committee Requirements pursuant to Nasdaq Listing

Rule 5605(c)(2)(A), which requires at least three independent directors.

On July 2, 2025, we received notice from Nasdaq granting a cure

period to regain compliance by the earlier of our next annual meeting of shareholders, or June 30, 2026.

On September 10, 2025, Mr.

Ajchenbaum was appointed to serve as an independent director on the Board, as Chairman of the Audit Committee.

Subsequently, on September

11, 2025, we received a letter from Nasdaq confirming that the Company had regained compliance with the Audit Committee Requirements.

departure, the Board had determined that all Audit Committee members were “independent” as defined under SEC and Nasdaq rules,

Birger qualified as an audit committee financial expert.

In connection with his appointment, the Board determined that Mr.

Ajchenbaum is independent under SEC and Nasdaq rules and qualifies as an Audit Committee financial expert.

The Audit Committee operates

under a written charter that is posted on our website at www.pluri-biotech.com.

The primary responsibilities of our Audit Committee include:

Appointing, compensating and retaining our registered independent public

accounting firm;

Overseeing the work performed by any outside accounting firm;

Assisting the Board in fulfilling its responsibilities by reviewing:

(i) the financial report provided by us to the SEC, our shareholders or to the general public, and (ii) our internal financial and

accounting controls;

Recommending, establishing and monitoring procedures designed to improve

the quality and reliability of the disclosure of our financial condition and results of operations;

Overseeing the Company’s risk management arising from cybersecurity

Our Audit Committee held seven meetings and took action

by written consent two times during fiscal year 2025.

Compensation Committee

The members of our Compensation

Committee are Mr.

Levi and Mrs.

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Shemesh-Rasmussen is the Chairperson of the Compensation Committee.

The Board has determined that all of the members of the Compensation

Committee are “independent” as defined by the rules of the SEC and Nasdaq rules and regulations.

The Compensation Committee

operates under a written charter that is posted on our website at www.pluri-biotech.com.

The primary responsibilities of our Compensation

Committee include:

Reviewing and recommending

to our Board of the annual base compensation, the annual incentive bonus, equity compensation, employment agreements and any other

benefits of our executive officers;

Administering

our equity-based plans and making recommendations to our Board with respect to our incentive–compensation

plans and equity–based plans;

reviewing and making recommendations to our Board with respect to the compensation policy for such

other officers as directed by our Board;

has determined that all of the members of the Compensation Committee are “independent” as defined by the rules of the SEC

and Nasdaq rules and regulations.

The Compensation Committee operates under a written charter that is posted on our website at www.pluri-biotech.com.

The primary responsibilities of our Compensation Committee include:

Reviewing and recommending to our Board of the annual base compensation,

the annual incentive bonus, equity compensation, employment agreements and any other benefits of our executive officers;

Administering our equity-based plans and making recommendations to

our Board with respect to our incentive–compensation plans and equity–based plans;

Annually reviewing and making recommendations to our Board with respect

to the compensation policy for such other officers as directed by our Board;

Administration of our clawback policy.

Compensation Committee held two meetings during fiscal year 2024.

members of our Nominating Committee are Rami Levi and Maital Shemesh-Rasmussen.

Our Compensation Committee

held five meetings and took action by written consent once during fiscal year 2025.

Nominating Committee

The members of our Nominating

Committee are Rami Levi and Maital Shemesh-Rasmussen.

Levi is the Chairman of the Nominating Committee.

The Board has determined that all of the members of the Nominating Committee are “independent” as defined by the rules

of the SEC and Nasdaq rules and regulations.

The Board has determined

that all of the members of the Nominating Committee are “independent” as defined by the rules of the SEC and Nasdaq rules

and regulations.

The Nominating Committee operates under a written charter that is posted on our website, www.pluri-biotech.com.

The primary responsibilities of our Nominating Committee include:

Overseeing the composition and size of the Board, developing qualification criteria for Board members and actively seeking, interviewing and screening individuals qualified to become Board members for recommendation to the Board;

Recommending the composition of the Board for each annual meeting of shareholders;

Reviewing periodically with the Chairman

of the Board and the CEO the succession plans relating to positions held by directors and making recommendations to the Board with respect

to the selection and development of individuals to occupy those positions.

Overseeing the composition and size of the Board, developing qualification

criteria for Board members and actively seeking, interviewing and screening individuals qualified to become Board members for recommendation

to the Board;

Recommending the composition of the Board for each annual meeting of

shareholders;

Reviewing periodically with the Chairman of the Board and the CEO the

succession plans relating to positions held by directors and making recommendations to the Board with respect to the selection and

development of individuals to occupy those positions.

Our Nominating Committee

did not hold any meetings during Fiscal Year 2025 and took action by written consent once.

Investments Committee

Doron Birger is the Chairman

and sole member of the Investment Committee, and the Board has determined that he is an “independent” director as defined

by the rules of the SEC and Nasdaq rules and regulations.

The Investment Committee operates

under a written charter that is posted on our website, www.pluri-biotech.com.

The primary responsibilities of our Investment Committee

Investment Committee

Until June 30, 2025, Mr.

Doron Birger served as the Chairman and sole member of the Investment Committee.

Birger was not re-elected as a director for

the 2025 Annual Meeting held on June 30, 2025, his membership on the Board and Investment Committee terminated on June 30, 2025.

Birger’s departure, the Board had determined that Mr.

Birger is an “independent” director under SEC and Nasdaq

rules and regulations.

On July 2, 2025, the Board approved the appointment of Maital Shemesh-Rasmussen, an independent director, as the

new member of the Investment Committee.

The Board further resolved that Rami Levi, an independent director, will be invited to attend

each meeting of the Investment Committee.

On September 10, 2025, the Board approved the appointment of Mr.

Ajchenbaum, an independent

director, as the new and sole member of the Investment Committee.

The Investment Committee

operates under a written charter that is posted on our website, www.pluri-biotech.com.

The primary responsibilities of our Investment

Committee include:

Managing the Company’s investment portfolio, including periodically

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performance and when appropriate, recommending terminating their engagement;

on a periodic basis the Company’s cashflow.

Our Investment Committee held

four meetings with executive management and consultants during Fiscal Year 2024.

Monitoring on a periodic basis the Company’s cashflow.

Our Investment Committee

held four meetings with executive management and consultants and took action by written consent once during Fiscal Year 2025.

Director Nominations

The Nominating Committee is

responsible for developing and approving criteria, with Board approval, for candidates for Board membership.

The Nominating Committee

is responsible for developing and approving criteria, with Board approval, for candidates for Board membership.

The Nominating Committee

is responsible for overseeing the composition and size of the Board, developing qualification criteria for Board members and actively

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a specific weight, nor does the Company have a diversity policy.

The Company believes that the backgrounds and qualifications of its directors,

considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its

responsibilities.

The Company believes that the backgrounds and qualifications of its

directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to

fulfill its responsibilities.

We have never received communications

from shareholders recommending individuals to any of our independent directors.

Therefore, we do not yet have a policy with regard to

the consideration of any director candidates recommended by shareholders.

In fiscal year 2024, we did not pay a fee to any third

party to identify or evaluate, or assist in identifying or evaluating, potential nominees for our Board.

We have not received any

recommendations from shareholders for Board nominees.

All of the nominees for election at the 2024 meeting of shareholders were current

members of our Board, at that time.

Therefore, we do not yet have a policy regarding the

consideration of any director candidates recommended by shareholders.

In fiscal year 2025, we did not pay a fee to any third party

to identify or evaluate, or assist in identifying or evaluating, potential nominees for our Board.

We have not received any recommendations

from shareholders for Board nominees.

All of the nominees for election at the 2025 meeting of shareholders were current members of our

Board, at that time.

Code of Ethics

Our Board has adopted a Code

of Business Conduct and Ethics that applies to, among other persons, members of our Board, our officers including our CEO (being our principal

executive officer) and our CFO (being our principal financial and accounting officer) and our employees.

of Business Conduct and Ethics that applies to, among other persons, members of our Board, our officers including our CEO (being our

principal executive officer) and our CFO (being our principal financial and accounting officer) and our employees.

Our Code of Business Conduct

1 unchanged sentence

The information on our website is not incorporated by reference

into this Annual Report.

in this Annual Report.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver

from, a provision of our Code of Conduct by posting such information on the website address specified above.

Insider Trading Policy

We have adopted an insider

trading policy governing the purchase, sale and other transactions in our securities that applies to our directors, officers, employees,

consultants, contractors and other related persons of the Company and its Subsidiaries, including family members, members of their household,

as well as the Company itself.

The insider trading policy

prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information

in securities trading.

Specifically, the insider trading policy prohibits (i) engagement in any transaction involving the purchase or

sale of the Company’s securities during certain periods while holding material nonpublic information;

and (ii) tipping of any material

nonpublic information where such information may be used for profit by trading in the Company’s securities.

Pursuant to the insider

trading policy, nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such

information is forbidden.

The Company believes that

the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing

standards applicable to the Company.

A copy of our insider trading

policy is filed as Exhibit 19.1 to this Form 10-K.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires our executive officers and directors, and persons who own more than 10% of our common shares, to file reports regarding

ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

We have reviewed all forms

provided to us or filed with the SEC and based on that review, we believe that all Section 16(a) filings during the past fiscal year

were filed on a timely basis and that all directors, executive officers and 10% beneficial owners have fully complied with such requirements

during the past fiscal year, other than a Form 3 filed by Alexandre Weinstein on February 18, 2025, and a Form 4 filed by Alexandre Weinstein

and Chutzpah as a joint filer on July 1, 2025.

EXECUTIVE COMPENSATION.

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the compensation owed to our CEO and our CFO, or our named executive officers, for the fiscal years ended June 30, 2025, and 2024.

not currently have any other executive officers.

do not currently have any other executive officers.

Name and Principal Position

Compensation ($)

281,693 (5)(6)

2,169,642 (6)

Liat Zalts (1)

CFO & Treasurer

Chen Franco-Yehuda (2)

The information is provided for each fiscal year, which begins on July 1 and ends on June 30.

Amounts paid for Salary which were originally

denominated in NIS, were translated into U.S.

dollars at the then current exchange rate for each payment.

The salaries of Mr.

Franco-Yehuda are comprised of base salaries and additional payments and provisions such as welfare benefits, paid time-off, life

and disability insurance and other customary or mandatory social benefits to employees in Israel.

Yanay and Ms.

Franco-Yehuda, we have accrued, but have not

yet paid, bonuses during fiscal year 2024 of $23,976 and $7,992 respectively, for certain performance-based bonuses as defined in their

Zalts serves as the Company’s CFO and Treasurer

effective from October 2024.

The compensation reflects amounts received during the entire fiscal year.

Franco-Yehuda

served as the Company’s CFO until September 30, 2024, and her term of employment ended on March 31, 2025.

On February 11, 2025,

the Board approved an acceleration of 50% of the then-unvested share award, equal to 11,094 RSUs, in accordance with Ms.

Franco-Yehuda’s

employment agreement.

We expect to pay such bonuses during the second quarter of fiscal year 2025.

Yanay and Ms.

Franco-Yehuda, we have accrued, bonuses during fiscal year 2023 of $128,058 and $66,062 respectively, for certain target bonuses as a result of the achievement of certain milestones that were defined by the Compensation Committee.

On November 13, 2023, the Compensation Committee approved a bonus payment of $84,000, which was paid in March 2024, to Mr.

Yanay and a bonus payment of $43,000, which was paid in March 2024, to Ms.

Franco-Yehuda based on their achievement of several performance goals.

The fair value recognized for the share-based awards was determined as of the grant date in accordance with Accounting Standard Codification, or ASC, Topic 718.

The assumptions used in the calculations for these amounts for fiscal year 2024 are included in Note 9 to our audited consolidated financial statements for fiscal year 2024 and 2023 respectively, included elsewhere in this Annual Report (see also “Grants of Plan-Based Awards” table presented below).

The information is provided for each fiscal year, which

begins on July 1 and ends on June 30.

Amounts paid for Salary

which were originally denominated in NIS, were translated into U.S.

dollars at the then current exchange rate for each payment.

salaries of Mr.

Zalts and Ms.

Franco-Yehuda are comprised of base salaries and additional payments and provisions such

as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in

On December 14, 2022, Mr.

Yanay, 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 our existing equity

compensation plans.

Yanay, 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 our existing equity compensation plans.

In that regard, we granted Mr.

Yanay (i) 41,853 RSUs, vesting ratably each month, 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.

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 $20.8 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 on April 27, 2026.

Yanay (i) 41,853 RSUs, vesting ratably

each month, 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.

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 $20.8 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 on April 27, 2026.

In December 2023, in light

of the ongoing conflict in Israel and challenges in predicting its resolution and the subsequent impact on the Company’s operations,

and in order to ensure the Company’s financial stability, the Board approved, at the recommendation of the Company’s

management, (i) a 20% monthly cash salary reduction in the amount of 39,600 NIS to Mr.

Yanay, our CEO, for the months of January

2024 and February 2024, (ii) a 20% cash salary reduction in the amount of 39,000 NIS to Mrs.

Franco-Yehuda, our former CFO, for the

months of December 2023, January 2024 and February 2024.

In July 2025, Mr.

Yanay elected to forgo 25% of his monthly cash salary

for a period of six months commencing July 2025.

The fair value recognized for the share-based awards was

determined as of the grant date in accordance with ASC 718.

The assumptions used in the calculations for these amounts for fiscal

year 2025 are included in Note 11 to our audited consolidated financial statements for fiscal year 2025 and 2024, respectively, included

elsewhere in this Annual Report (see also “Grants of Plan-Based Awards” table presented below).

Yanay, we accrued bonuses during fiscal years 2025

and 2024 of $81,500 and $23,976, respectively, for certain target bonuses as a result of the achievement of certain milestones that

were defined by the Compensation Committee and for certain performance-based bonuses as defined in his employment agreement.

18, 2024, the Board approved a bonus payment of $31,500 to Mr.

Such bonus was paid in October 2024.

Franco-Yehuda, we accrued bonuses during fiscal

years 2025 and 2024 of $10,861 and $7,992, respectively, for certain performance-based bonuses as defined in her employment agreement.

On September 18, 2024, the Board approved a bonus payment of $11,056 to Ms.

Franco-Yehuda in accordance with her employment agreements.

Such bonus was paid in October 2024.

The remaining total balance of the bonus due to Mrs.

Franco-Yehuda in the amount of $7,797,

was paid in February and March 2025.

18, 2024, the Board approved a one-time bonus payment of $25,794 to Ms.

Franco-Yehuda.

Such bonus was paid in October 2024.

On September 18, 2024,

the Board also approved a special bonus of $131,250 for the CEO and a bonus payment of $43,750 for the former CFO, which were paid

in common shares in September 2024.

Accordingly, the Board resolved that the issuance of shares to the CEO and to the former CFO

will be made under the Company’s 2019 Plan.

Includes costs in connection

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with a company car or car expenses reimbursement and mobile phone expenses for Ms.

Zalts for fiscal year 2025.

Includes costs in connection

with a company car or car expenses reimbursement and mobile phone expenses for Ms.

Franco-Yehuda for fiscal year 2025 and 2024.

In December 2023, in light of the ongoing

conflict in Israel and challenges in predicting its resolution and the subsequent impact on the Company’s operations, and in

order to ensure the Company’s financial stability, the Board approved, at the recommendation of the Company’s management,

(i) a 20% monthly cash salary reduction in the amount of 39,600 NIS to Mr.

Yanay, our CEO, for the months of January 2024 and February

2024, (ii) a 20% cash salary reduction in the amount of 39,000 NIS to Mrs.

Franco – Yehuda, our Chief Financial Officer, or

CFO, for the months of December 2023, January 2024 and February 2024.

Employment Agreements

During fiscal year 2024, we

had the following written agreements and other arrangements concerning compensation with our named executive officers:

Starting January 1, 2021, Mr.

Yanay’s monthly salary is NIS 99,000, approximately $30,000 per month.

Yanay is also provided with a cellular phone and a Company car (including gross payment of tax associated with the company car benefit) pursuant to the terms of his agreement.

During fiscal year 2025,

we had the following written agreements and other arrangements concerning compensation with our named executive officers:

Effective January 1, 2021, Mr.

Yanay’s monthly salary is NIS

99,000, approximately $30,000 per month.

Yanay is also provided with a cellular phone and a Company car (including gross payment

of tax associated with the company car benefit) pursuant to the terms of his agreement.

Furthermore, Mr.

Yanay is entitled to a performance-based bonus of 1.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal to up to seven times his monthly salary subject to milestones and performance targets that was set by our Compensation Committee.

The Board may also grant Mr.

Yanay is entitled to a performance-based

bonus of 1.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal to up to seven times

his monthly salary subject to milestones and performance targets that were set by our Compensation Committee.

The Board may also

Yanay a discretionary bonus of up to 3 months of his monthly salary.

Starting January 1, 2021,

Franco-Yehuda’s monthly salary is NIS 65,000.

Franco-Yehuda also receives cellular phone expense reimbursements and

is entitled to car expense reimbursements or Company car pursuant to the terms of her employment agreement.

Effective January 1, 2021,

Franco-Yehuda’s monthly salary was NIS 65,000.

Franco-Yehuda also received cellular phone expense reimbursements and

was entitled to car expense reimbursements or Company car pursuant to the terms of her employment agreement.

Furthermore, Ms.

Franco-Yehuda

is entitled to a performance-based bonus of 0.5% from amounts received by us from non-diluting funding and strategic deals and a

target bonus equal to up to five and a half times her monthly salary, subject to milestones and performance targets that was set

was entitled to a performance-based bonus of 0.5% from amounts received by us from non-diluting funding and strategic deals and a

target bonus equal to up to five and a half times her monthly salary, subject to milestones and performance targets that were set

by our Compensation Committee.

The Board may also grant Ms.

The Board could also grant Ms.

Franco-Yehuda a discretionary bonus of up to 3 months of her monthly

September 18, 2024, the Company entered into an employment agreement and a standard indemnification

agreement with Liat Zalts, as the Company’s CFO and Treasurer effective as of September 30,

Zalts was granted 15,000 RSUs with a three-year vesting period (50% will vest quarterly

on the first year, 25% will vest quarterly on the second year and 25% will vest quarterly on the

Except as otherwise set forth herein, there is no arrangement or understanding between

Zalts any other person pursuant to which she was appointed as CFO and there are no transactions

Zalts has an interest requiring disclosure under Item 404(a) of Regulation S-K.

On September 18, 2024, the Board approved a

bonus payment of $31,500 to the CEO and a bonus payment of $36,850 to the CFO in accordance with their employment agreements.

expect to make these payments during the next quarter.

In addition, the Board also approved a special bonus of $131,250 for the CEO

and a bonus payment of $43,750 for the CFO, which will be paid in common shares in the coming month.

Accordingly, the Board resolved

that the issuance of shares to the CEO and to the CFO will be made under the Company’s 2019 Plan.

Franco-Yehuda served as the Company’s CFO until September 30, 2024, and her term of employment ended on March 31,

On February 11, 2025, the Board approved an acceleration of 50% of the then-unvested share award, equal to 11,094 RSUs, in

accordance with Ms.

Franco-Yehuda’s employment agreement.

On September 18, 2024, the Company entered into an employment agreement

and a standard indemnification agreement with Liat Zalts, as the Company’s CFO and Treasurer effective as of October 1, 2024.

October 1, 2024, Ms.

Zalts receives a monthly salary of NIS 48,000.

She is also entitled to reimbursement for cellular phone expenses

and either reimbursement of car expenses or the provision of a Company car, in accordance with the terms of her employment agreement.

Zalts was granted 15,000 RSUs with a three-year vesting period (50% will vest quarterly on the first year, 25% will vest quarterly

on the second year and 25% will vest quarterly on the third year).

The agreement also provides for acceleration of unvested awards upon

certain terminations or a Change of Control.

Except as otherwise set forth herein, there is no arrangement or understanding between Ms.

Zalts any other person pursuant to which she was appointed as CFO and there are no transactions in which Ms.

Zalts has an interest requiring

disclosure under Item 404(a) of Regulation S-K.

On September 18, 2024,

the Board approved a bonus payment of $31,500 to the CEO and a bonus payment of $36,850 to Ms.

Franco-Yehuda in accordance with their

employment agreements and a one-time bonus.

Such bonus was paid in October 2024.

In addition, the Board also approved a special bonus

of $131,250 for the CEO and a bonus payment of $43,750 for Ms.

Franco-Yehuda, which were paid in October 2024.

Accordingly, the Board

resolved that the issuance of shares to the CEO and to Ms.

Franco-Yehuda was under the Company’s 2019 Plan.

Potential Payments Upon Termination

10 unchanged sentences

and (ii) in the event of termination

Franco-Yehuda’s employment, she is entitled to a severance payment, under Section 14 of the Israeli Severance Pay Law, 1963,

or the Severance Pay Law, and an adjustment fee that equals her monthly salary amount multiplied by three, plus the number of years the

employment agreement remains in force from June 30, 2020, but in any event no more than six years in the aggregate.

Zalts’ employment, she is entitled to a severance payment, under Section 14 of the Israeli Severance Pay Law, 1963, or the

Severance Pay Law.

In addition, Mr.

Franco-Yehuda are entitled to acceleration of the vesting of their options and RSUs in the following circumstances:

(1) if we terminate

their employment for a reason other than cause (as may be defined in each respective agreement), they will be entitled to acceleration

of 100% of any unvested awards and (2) if they resign, they will be entitled to acceleration of 50% of any unvested award, subject to

the approval of the Board.

Zalts are entitled to acceleration of the vesting of their options and RSUs in the following circumstances:

(1) if we terminate their

employment for a reason other than cause (as may be defined in each respective agreement), they will be entitled to acceleration of 100%

of any unvested awards and (2) if they resign, they will be entitled to acceleration of 50% of any unvested award, subject to the approval

of the Board.

In addition, Mr.

Yanay and Ms.

Franco-Yehuda are also entitled to acceleration of 100% of any unvested award

in case of our change in control as defined in their respective employment agreements.

Zalts are also entitled to acceleration of 100% of any unvested award in case of our change

in control as defined in their respective employment agreements.

The following table displays

1 unchanged sentence

on June 30, 2025.

Accelerated Vesting of RSUs (1)

Vesting of RSUs (1)

Terminated due to officer resignation

6 unchanged sentences

$ 765,287 (5)

Chen Franco Yehuda

Terminated due to officer resignation

$ 977,338 (4)

Terminated due to officer resignation

$ 176,915 (2)

1 unchanged sentence

$ 353,831 (3)

$ 228,946 (7)

Change in control

$ 353,831 (4)

Value shown represents the difference between the closing market price of our common shares on June 30, 2024, of $5.78 per share and the applicable exercise price of each grant.

Up to 50% of all unvested RSUs issued under the applicable equity incentive plans vest upon resignation under the terms of those plans, subject to the approval of the Board at its sole discretion.

All unvested RSUs issued under the applicable equity incentive plans vest upon an involuntary termination due to discharge, except for cause.

All unvested RSUs issued under the applicable equity incentive plans vest upon a change in control under the terms of those plans.

Pursuant to his employment agreement, in case of termination, Mr.

Yanay is entitled to adjustment fees of $326,000 (nine (9) months salaries including provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel).

In addition, as of June 30, 2024, Mr.

Yanay is eligible to receive severance payments of $318,000, out of which $280,000 have been accrued in his severance fund.

Therefore, we will need to pay the difference between Mr.

Yanay’s eligibility to receive severance payment and the value of the fund, which as of June 30, 2024, amounted to $38,000.

Value shown represents the difference between the closing market price

of our common shares on June 30, 2025, of $4.95 per share and the applicable exercise price of each grant.

Up to 50% of all unvested RSUs issued under the applicable equity incentive

plans vest upon resignation under the terms of those plans, subject to the approval of the Board at its sole discretion.

All unvested RSUs issued under the applicable equity incentive plans

vest upon an involuntary termination due to discharge, except for cause.

All unvested RSUs issued under the applicable equity incentive plans

vest upon a change in control under the terms of those plans.

Pursuant to his employment agreement, in case of termination or change

of control, Mr.

Yanay is entitled to adjustment fees of $381,000 (nine (9) months salaries including provisions such as welfare benefits,

paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel).

as of June 30, 2025, Mr.

Yanay is eligible to receive severance payments of $384,000, out of which $399,000 has been accrued in his

severance fund.

Therefore, we will not need to pay the difference between Mr.

Yanay’s eligibility to receive severance payment

and the value of the fund.

Pursuant to her employment agreement, in case of termination, Ms.

Franco-Yehuda’s is entitled to adjustment fees of $137,000 (six (6) months salaries including provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel) and severance payments, according to Section 14 of the Severance Pay Law.

is entitled to provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory

social benefits to employees in Israel) and severance payments, according to Section 14 of the Severance Pay Law.

In addition, in

the event of change of control Ms.

Zalts is entitled to adjustment fees of $59,000 (three (3) months salaries).

Pension, Retirement or Similar Benefit Plans

2 unchanged sentences

benefits for directors or executive officers.

Our directors and executive officers may receive share options, RSUs or restricted shares

at the discretion of our Board in the future.

Outstanding Equity Awards at the End of Fiscal

Our directors and executive officers may receive share options, RSUs or RS at the discretion

of our Board in the future.

Outstanding Equity Awards at the End of Fiscal Year 2025

The following table presents

the outstanding equity awards held as of June 30, 2025, by our named executive officers, all of which have been issued pursuant to our

2019 Equity Compensation Plan, or the 2019 Plan, and 2016 Equity Compensation Plan, or the 2016 Plan:

Number of Securities Underlying Unexercised

2019 Equity Compensation Plan, or the 2019 Plan, and the Amended and Restated 2016 Equity Compensation Plan, or the 2016 Plan:

Number of Securities Underlying

Option Awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Number of securities underlying unexercised

options (#) exercisable

Number of securities underlying unexercised

options (#) unexercisable

Option exercise price ($)

1 unchanged sentence

Number of shares that have not vested

Market value of shares that have not vested ($)

Chen Franco-Yehuda

3,907 RSUs vest in one equal installment on September 10, 2024.

76,563 RSU vest as follow:

(a) 32,811 RSUs vest in three equal installments of 10,937 on July 23, 2024 and three months thereafter;

and (b) 43,752 RSUs vest in eight equal installments of 5,469 on April 23, 2025 and every three months thereafter.

782 RSUs vest in one equal installment on September 10, 2024.

38,830 RSU vest as follow:

(a) 16,638 RSUs vest in three equal installments of 5,546 on July 23, 2024 and three months thereafter;

and (b) 22,192 RSUs vest in eight equal installments of 2,774 on April 23, 2025 and every three months thereafter.

Market value of shares that have

not vested ($)

38,279 RSUs will vest in seven equal installments of 5,469 on July

23, 2025, and every three months thereafter.

159,163 RSUs vest as follows:

(a) 68,211 RSUs vest in three equal installments

of 22,737 on August 28, 2025, and three months thereafter;

and (b) 90,952 RSUs vest in eight equal installments of 11,369 on May

25, 2026, and every three months thereafter.

2,731 RSUs vest as follows:

(a) 2,346 RSUs vest in six equal installments

of 391 on July 18, 2025, and three months thereafter;

and (b) one installment of 385 on January 18, 2027.

9,375 RSUs vest as follows:

(a) one installment of 1,875 RSUs on September

(b) 6,566 RSUs vest in seven equal installments of 938 RSUs on December 18, 2025, and every three months thereafter;

59,375 RSUs vest as follows:

(a) 25,446 RSUs vest in three equal installments

of 8,482 on August 28, 2025, and three months thereafter;

and (b) 33,929 RSUs vest in eight equal installments of 4,241 on May 25,

2026, and every three months thereafter.

Director Compensation

2 unchanged sentences

during fiscal year 2025:

Lorne Abony (1)

Alexandre Weinstein

Doron Birger (1)

Maital Shemesh-Rasmussen

Abony requested that he not be re-nominated as a director nominee, and such decision was not due to any disagreement on any matter relating to the Company’s operations, policies or practices.

Effective as of June 25, 2024, he ceased being a Board member.

Birger served as a director until June 30, 2025, when he was not

re-elected as a director at the 2025 Annual Meeting.

Excluding VAT.

The fair value recognized for the stock-based awards was determined as of the grant date in accordance with ASC 718.

The fair value recognized for the stock-based awards was determined

as of the grant date in accordance with ASC 718.

As of June 30, 2025, we have

1 unchanged sentence

be, as follows:

Lorne Abony (1)

Doron Birger (1)

Alexandre Weinstein

Maital Shemesh-Rasmussen

(1) Since Mr.

Abony ceased being a Board member, as described above, 50% of his unvested awards were

accelerated, following the Board’s approval, and 50% of his awards were forfeited.

For all directors, the

vesting of directors’ share options, RSUs and restricted share accelerates in the following circumstances:

(1) if the director is

not re-nominated to serve on the Board or the director is not re-elected by stockholders at a special or annual meeting, this will result

in the acceleration of 100% of any unvested award, and (2) the voluntary resignation of a director will result in the acceleration of

up to 50% of any unvested award subject to Board approval.

In addition, a change in control will result in the acceleration of 100% of

any unvested award of our directors.

Birger was not re-elected as a director at the Company’s

2025 Annual Meeting, 100% of his unvested awards as of June 30, 2025, were accelerated.

For all directors, the vesting

of directors’ share options, RSUs and RS accelerate in the following circumstances:

(1) if the director is not re-nominated to

serve on the Board or the director is not re-elected by stockholders at a special or annual meeting, this will result in the acceleration

of 100% of any unvested award, and (2) the voluntary resignation of a director will result in the acceleration of up to 50% of any unvested

award subject to Board approval.

In addition, a change in control will result in the acceleration of 100% of any unvested award of our

Aberman serves as our

2 unchanged sentences

Aberman currently receives a yearly gross amount of $116,000 plus VAT as applicable in Israel, payment is made on a monthly

Aberman is also entitled, Subject to Board’s discretion, a special bonus payment of up to US$75,000 for extraordinary

Aberman is also entitled, Subject to Board’s discretion, a special bonus payment of up to $75,000 for extraordinary

performance, or special efforts devoted on behalf of the Company.

In addition, the Board or the Board’s Compensation Committee may

decide to grant Mr.

In addition, the Board or the Board’s Compensation Committee

may decide to grant Mr.

Aberman with other bonuses at the Board discretion.

9 unchanged sentences

Other than indicated above,

no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special

assignments during fiscal year 2024.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or

special assignments during fiscal year 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets

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Name of Beneficial Owner

Percentage of

Directors and Named Executive Officers

CEO, President and Director

Alexandre Weinstein

Chen Franco-Yehuda

CFO & Treasurer

Eitan Ajchenbaum

Maital Shemesh-Rasmussen

CEO, President and Director

Chairman of the Board of Directors

2 unchanged sentences

Merchant Adventure Fund L.P.

Based on 5,470,163 Common Shares issued and outstanding as of September 13, 2024.

Except as otherwise indicated, we believe that the beneficial owners of the Common Shares listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

1,324,730 (10)

Chutzpah Holdings Limited

Plantae Bioscience Ltd.

on 8,155,948 common shares issued and outstanding as of September 16, 2025.

Except as otherwise indicated, we believe that the beneficial

owners of the common shares listed above, based on information furnished by such owners, have sole investment and voting power with

respect to such shares, subject to community property laws where applicable.

Beneficial ownership is determined in accordance with

the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares subject to options, warrants

2 unchanged sentences

holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

Includes options to acquire 229,353 shares and 10.938 RSUs which vest within 60 days.

(3) Includes 5,547 RSUs which vest within 60 days.

(4) Includes 781 RSUs which vest within 60 days.

Includes 931,246 common shares, pre-funded warrants to purchase up

to 1,002,169 common shares, and warrants to purchase up to 84,599 common shares, which are owned by Chutzpah which Mr.

indirectly owns 100% of, and may be deemed to beneficially own securities owned by Chutzpah, and 452,702 common shares which are

owned by Plantae, which Mr.

Weinstein indirectly owns approximately 77% of, and may be deemed to beneficially own securities owned

Includes 2,266 RSUs which vest within 60 days.

1 unchanged sentence

Includes 290 RSUs which vest within 60 days.

(8) Includes options to acquire up to 229,353 shares.

Based solely upon a Schedule 13G filed by Mr.

Slager, Regals Capital Management LP, or Regals Management, and Regals Fund LP, or Regals Fund, with the SEC on February 1, 2024.

Regals Fund directly owned 194,493 Common Shares.

Regals Management, as the investment manager of Regals Fund, may be deemed to beneficially own the Common Shares owned directly by Regals Fund.

Slager, as the managing member of the general partner of Regals Management, may be deemed to beneficially own the Common Shares beneficially owned by Regals Management, in addition to the 96,270 Common Shares he owns directly, not including 60,750 Common Shares issuable upon the exercise of warrants which are subject to a blocker that prevents the holder from exercising such warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 4.99% of the Common Shares outstanding.

The address of each of the entities and individual referenced in this footnote is c/o Regals Capital Management LP, 152 West 57th Street, 9th Floor, New York, NY 10019.

Based solely upon a Schedule 13G filed by Mr.

Includes options to acquire 229,353 common shares and 5,469 RSUs which

vest within 60 days and 836 common shares which are owned by Yaacov Yanay Management Ltd., of which Mr.

Yaky Yanay indirectly owns

Includes 345 RSUs which vest within 60 days and 11,472 common shares

which are owned by Rose Hitech Ltd., which Mr.

Zami Aberman indirectly owns with his spouse.

Includes options to acquire up to 229,353 common shares.

Based solely upon a Schedule

13G filed by Mr.

Gunn, with the SEC on February 14, 2024.

The address of the individual referenced in this footnote is 1651 Waverley Street Palo Alto, CA 94301.

Based solely upon a Schedule 13G filed by Merchant Adventure Fund L.P., with the SEC on January 29, 2024.

The address of the entity referenced in this footnote is Merchant Adventure Fund LP, 530 Lytton Avenue, 2nd Floor, Palo Alto, CA 94301.

Based solely upon a Schedule 13G filed by Shayna LP, or Shayna, with the SEC on February 13, 2024.

Shayna directly owned 419,258 Common Shares, not including 449,953 Common Shares issuable upon the exercise of warrants which are subject to a blocker that prevents the holder from exercising such warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 4.99% of the Common Shares outstanding.

The address of the entity referenced in this footnote is Shayna LP, CO Services, P.O.

Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands.

The address of the individual referenced in this footnote is 1651

Waverley Street Palo Alto, CA 94301.

Based on information provided to the Company.

Merchant Adventure Fund

L.P., directly owns 1,324,730 common shares, not including warrants to purchase up to 45,553 common shares, which are subject to a blocker

that prevents the holder from exercising such warrants to the extent that, upon such exercise, the holder would beneficially own in excess

of 4.99% of the common shares outstanding.

The address of the entity referenced in this footnote is Merchant Adventure Fund LP, 1620 Cowper

St., Palo Alto, CA 94301.

Based on information known

to the Company.

Chutzpah directly owns 931,246 common shares, including pre-funded warrants to purchase up to 1,002,169 Common Shares,

and warrants to purchase up to 84,599 common shares.

The address of the entity referenced in this footnote is 4TH Floor, Liberation

House, Castle Street St.

Helier, Y9, JE1 4HH.

Based on information known

to the Company.

Plantae directly owns 452,702 common shares.

The address of the entity referenced in this footnote is Plantae Bioscience

Ltd., Lyfe B, 10th Floor, 5a HaYarkon St., Bnei Brak, Israel 5120125.

Equity Compensation Plan Information

At our annual meeting of our

shareholders held on May 31, 2016, our shareholders approved the 2016 Plan.

Under the 2016 Plan, options, restricted share and RSUs may

be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of our subsidiary.

Under the 2016 Plan, the plan administrator is authorized to grant awards to acquire common shares, restricted shares and RSUs, in each

calendar year, in a number not exceeding 2.75% of the number of our common shares issued and outstanding on a fully diluted basis on the

immediately preceding December 31.

At our annual meeting of

our shareholders held on May 31, 2016, our shareholders approved the 2016 Plan.

On March 12, 2025, and on March 13, 2025, the Compensation

Committee of the Board and the Board, respectively, adopted the Amended and Restated 2016 Equity Compensation Plan, or the 2016 Plan,

which was thereafter approved by our shareholders at the 2025 Annual Meeting.

Under the 2016 Plan, Awards, as defined therein, may be

granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of our direct and

indirect subsidiaries.

The 2016 Plan permits the issuance of:

(a) share options, RS and RSUs that qualify under Section 102 of the Israeli

Tax Ordinance (New Version) 1961 (the “ITO”), (b) share options that do not qualify under section 422 of the Internal Revenue

Code of 1986, as amended ), (c) RS and RSUs, and (d) share options, RS and RSUs that qualify under Section 3(i) of the ITO.

2016 Plan, the plan administrator is authorized to grant awards to acquire common shares, RS and RSUs, in each calendar year, in a number

not exceeding 2.75% of the number of our common shares issued and outstanding on a fully diluted basis on the immediately preceding December

In addition, at our annual

meeting of our shareholders held on June 13, 2019, our shareholders approved the 2019 Plan.

Under the 2019 Plan, options, restricted shares

and RSUs may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of

our subsidiary.

Under the 2019 Plan, the plan administrator is authorized to grant options to acquire common shares, restricted shares

and RSUs in a number not exceeding 16% of the number common shares issued and outstanding immediately prior to the grant of such awards

on a fully diluted basis.

Under the 2019 Plan, options, RS and RSUs

may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of our direct

and indirect subsidiaries.

Under the 2019 Plan, the plan administrator is authorized to grant options to acquire common shares, RS and

RSUs in a number not exceeding 16% of the number common shares issued and outstanding immediately prior to the grant of such awards on

a fully diluted basis.

The following table summarizes

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Equity compensation plan approved by security holders

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Except for the arrangements

described in Item 11, during fiscal years 2024 and 2023, we did not participate in any transaction, and we are not currently participating

in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of $120,000 or one percent of

the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge, any of our directors,

officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons had, or will have,

a direct or indirect material interest.

The Board has determined that

Doron Birger, Rami Levi, and Maital Shemesh-Rasmussen are “independent” directors, as defined by the rules of the SEC and

the Nasdaq rules and regulations.

PRINCIPAL ACCOUNTING

FEES AND SERVICES

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Kokomodo Transaction

On March 13, 2025, we and

Pluri Biotech entered into the Share Purchase Agreement, effective as of March 12, 2025, with Chutzpah, a company wholly owned by Mr.

Weinstein, a director of the Company, and Plantae, a corporation controlled by Mr.

Weinstein, pursuant to which, on April 28, 2025, the

Seller sold to the Purchaser the Purchased Shares, representing approximately 79% of the equity of Kokomodo, for an aggregate purchase

price of $4.5 million, payable in the Consideration Shares.

Except for the Kokomodo Transaction

and the arrangements described in Item 11, during fiscal years 2025 and 2024, we did not participate in any transaction, and we are not

currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser of $120,000

or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our knowledge,

any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons

had, or will have, a direct or indirect material interest.

The Board has determined

that Doron Birger (with respect to his term of office until June 30, 2025), Rami Levi, Maital Shemesh-Rasmussen, Alexandre Weinstein,

Zami Aberman and Eitan Ajchenbaum are “independent” directors, as defined by the rules of the SEC and the Nasdaq rules and

PRINCIPAL ACCOUNTING FEES AND SERVICES

The fees for services provided

2 unchanged sentences

All Other Fees

were comprised of (i) professional services rendered in connection with the audit of our consolidated financial statements for our Annual

Report on Form 10-K, (ii) the review of our quarterly consolidated financial statements for our quarterly reports on Form 10-Q and, (iii)

audit services provided in connection with other regulatory or statutory filings.

fees were comprised of (i) professional services rendered in connection with the audit of our consolidated financial statements for our

Annual Report on Form 10-K, (ii) the review of our quarterly consolidated financial statements for our quarterly reports on Form 10-Q,

and (iii) audit services provided in connection with other regulatory or statutory filings.

Audit-Related Fees.

These fees were comprised of fees related to the consents related to our Form S-3 filings, consents related to our Form S-8 filings and

fees related to the annual comfort letter relating to our ATM Agreement.

the year ended June 30, 2025, these fees were comprised of fees related to due diligence services related to the Kokomodo Transaction.

During the year ended June 30, 2024, these fees were comprised of fees related to the consents related to our Form S-3 filings, consents

related to our Form S-8 filings and fees related to the annual comfort letter relating to an At-The-Market agreement we entered into

in July 2020 with Jeffries LLC, which was terminated in September 2023.

All Other Fees .

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pre-approved by our Audit Committee;

entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

entered into pursuant to pre-approval policies and procedures established

by the Audit Committee, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed

of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

The Audit Committee pre-approves

3 unchanged sentences

As of June 30, 2025, we have

accrued approximately $33,000 for the annual audit fees for fiscal year 2024 and approximately $2,000 for other fees, which we expect

to pay PricewaterhouseCoopers during fiscal year 2025.

accrued approximately $40,000 for the annual audit fees for fiscal year 2025, which we expect to pay PricewaterhouseCoopers during fiscal

EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES .

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).

Amended and Restated By-laws as 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).

Articles of Merger between Pluristem Therapeutics Inc.

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).

and Restated By-laws as 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).

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).

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).

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).

Description of Securities.

Form of Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on December 19, 2022).

Summary of Lease Agreement dated January 22, 2003, by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd., as supplemented on December 11, 2005, June 12, 2007 and July 19, 2011 (incorporated by reference to Exhibit 10.2 of our annual report on Form 10-K filed September 12, 2011).

Summary of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd dated December 31, 2021 (incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on February 7, 2022).

Summary of Directors’ Ongoing Compensation (incorporated by reference

(incorporated by reference to Exhibit 3.1 of our current report on Form

8-K filed on July 25, 2022).

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).

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).

of Securities (incorporated by reference to Exhibit 4.1 of our annual report on Form 10-K files September 18, 2024).

of Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on December 19, 2022).

of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on January 29, 2025).

of Warrant (incorporated by reference to Exhibit 4.2 of our current report on Form 8-K filed on January 29, 2025).

of Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on February 6, 2025).

of Lease Agreement dated January 22, 2003, by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd.,

as supplemented on December 11, 2005, June 12, 2007 and July 19, 2011 (incorporated by reference to Exhibit 10.2 of our annual report

on Form 10-K filed September 12, 2011).

of Supplement to the Lease Agreement by and between Pluristem Ltd.

and MTM – Scientific Industries Center Haifa Ltd dated December

31, 2021 (incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on February 7, 2022).

of Directors’ Ongoing Compensation (incorporated by reference to Exhibit 10.4 of our quarterly report on Form 10-Q filed on

February 12, 2024).

of Indemnification Agreement between Pluristem Therapeutics Inc.

and each of our directors and officers (incorporated by reference

to Exhibit 10.1 of our quarterly report on Form 10-Q filed on February 8, 2021).

Form of Indemnification Agreement between Pluristem Therapeutics Inc.

and each of our directors and officers (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on February 8, 2021).

2016 Equity Compensation Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 4, 2016).

Form of Share Option Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.17 of our annual report on Form 10-K filed on September 7, 2016).

Form of Restricted Stock Unit Agreement (employees) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on February 12, 2024).

Form of Restricted Stock Agreement (executive officers) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on February 12, 2024).

Form of Restricted Stock Agreement (directors) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.3 of our quarterly report on Form 10-Q filed on February 12, 2024)

and Restated 2016 Equity Compensation Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on

M ay 27, 2025).

of Share Option Agreement under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.17 of our annual report

on Form 10-K filed on September 7, 2016).

of Restricted Stock Unit Agreement (employees) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.1

of our quarterly report on Form 10-Q filed on February 12, 2024).

of Restricted Stock Agreement (executive officers) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit

10.2 of our quarterly report on Form 10-Q filed on February 12, 2024).

of Restricted Stock Agreement (directors) under the 2016 Equity Compensation Plan (incorporated by reference to Exhibit 10.3 of our

quarterly report on Form 10-Q filed on February 12, 2024)

Equity Compensation Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 25, 2019).

Form of Stock Option Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.18 of our annual report on Form 10-K filed on September 12, 2019).

Form of Restricted Stock Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report on Form 10-K filed on September 12, 2019).

Form of Restricted Stock Agreement (Israeli directors and officers) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report on Form 10-K filed on September 12, 2019).

Form of Restricted Stock Unit Agreement (executive officers) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.18 of our annual report on Form 10-K filed on September 13, 2021).

Form of Restricted Stock Unit Agreement (directors) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.19 of our annual report on Form 10-K filed on September 13, 2021).

Form of Restricted Stock Unit Agreement (employees) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report on Form 10-K filed on September 13, 2021).

Consulting Agreement between Pluristem Ltd.

Zalman (Zami) Aberman dated January 1, 2022 (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on January 3, 2022).

Amendment No.

of Stock Option Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.18 of our annual report

on Form 10-K filed on September 12, 2019).

of Restricted Stock Agreement under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20 of our annual report

on Form 10-K filed on September 12, 2019).

of Restricted Stock Agreement (Israeli directors and officers) under the 2019 Equity Compensation Plan (incorporated by reference

to Exhibit 10.20 of our annual report on Form 10-K filed on September 12, 2019).

of Restricted Stock Unit Agreement (executive officers) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit

10.18 of our annual report on Form 10-K filed on September 13, 2021).

of Restricted Stock Unit Agreement (directors) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.19

of our annual report on Form 10-K filed on September 13, 2021).

of Restricted Stock Unit Agreement (employees) under the 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.20

of our annual report on Form 10-K filed on September 13, 2021).

Agreement between Pluristem Ltd.

Zalman (Zami) Aberman dated January 1, 2022 (incorporated by reference to Exhibit 10.1 of

our Form 8-K filed on January 3, 2022).

1 to Consulting Agreement with Mr.

Zalman (Zami) Aberman (incorporated by reference to Exhibit 10.7 of our quarterly report on Form 10-Q filed on February 12, 2024).

Amended and Restated Employment Agreement between Pluristem Ltd.

and Yaky Yanay dated September 10, 2020 (incorporated by reference to Exhibit 10.18 of our annual report on Form 10-K filed on September 10, 2020).

Amendment to the Amended and Restated Employment Agreement, dated December 1, 2023, by and between Pluri-Biotech Ltd.

Chen Franco-Yehuda (incorporated by reference to Exhibit 10.5 of our quarterly report on Form 10-Q filed on February 12, 2024).

Amended and Restated Employment Agreement between Pluristem Ltd.

and Chen Franco-Yehuda dated September 10, 2020 (incorporated by reference to Exhibit 10.19 of our annual report on Form 10-K filed on September 10, 2020).

Amendment to the Amended and Restated Employment Agreement, dated December 25, 2023, by and between Pluri-Biotech Ltd.

Yaacov (Yaky) Yanay (incorporated by reference to Exhibit 10.6 of our quarterly report on Form 10-Q filed on February 12, 2024).

Letter agreement by and between Pluristem Ltd.

and Chen Franco-Yehuda, dated September 13, 2021 (incorporated by reference to Exhibit 10.30 of our annual report on Form 10-K filed on September 13, 2021).

Finance Contract between the European Investment Bank, as Lender, and Pluristem GmBH, as borrower, and Pluristem Therapeutics Inc.

and Pluristem Ltd., as Original Guarantors, dated April 29, 2020 (incorporated by reference to Exhibit 10.21 of our annual report on Form 10-K filed on September 10, 2020).

Guarantee Agreement by and among the European Investment Bank, Pluristem Therapeutics, Inc.

and Pluristem GmbH, dated September 30, 2020 (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on November 5, 2020).

Guarantee Agreement by and among the European Investment Bank, Pluristem Ltd.

and Pluristem GmbH dated, September 30, 2020 (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on November 5, 2020).

Letter agreement by and between Pluristem Ltd.

and Yaky Yanay, dated September 13, 2021 (incorporated by reference to Exhibit 10.29 of our annual report on Form 10-K filed on September 13, 2021).

Amended and Restated Consulting Agreement by and between Pluri Biotech Ltd.

Zalman (Zami) Aberman, dated February 13, 2023.

Zalman (Zami) Aberman (incorporated by reference to Exhibit 10.7 of our quarterly report on

Form 10-Q filed on February 12, 2024).

and Restated Employment Agreement between Pluristem Ltd.

and Yaky Yanay dated September 10, 2020 (incorporated by reference to Exhibit

10.18 of our annual report on Form 10-K filed on September 10, 2020).

to the Amended and Restated Employment Agreement, dated December 1, 2023, by and between Pluri-Biotech Ltd.

Chen Franco-Yehuda

(incorporated by reference to Exhibit 10.5 of our quarterly report on Form 10-Q filed on February 12, 2024).

Share Purchase Agreement, dated January 5, 2022, by and among Tnuva Food-Tech Incubator (2019), Limited Partnership, Plurinuva Ltd.

and Pluri-Biotech Ltd.

(formerly Pluristem Ltd.) (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on May 9, 2022).

Technology License Agreement, dated January 5, 2022, by and between Pluri-Biotech Ltd.

and Restated Employment Agreement between Pluristem Ltd.

and Chen Franco-Yehuda dated September 10, 2020 (incorporated by reference

to Exhibit 10.19 of our annual report on Form 10-K filed on September 10, 2020).

to the Amended and Restated Employment Agreement, dated December 25, 2023, by and between Pluri-Biotech Ltd.

Yaacov (Yaky)

Yanay (incorporated by reference to Exhibit 10.6 of our quarterly report on Form 10-Q filed on February 12, 2024).

agreement by and between Pluristem Ltd.

and Chen Franco-Yehuda, dated September 13, 2021 (incorporated by reference to Exhibit 10.30

of our annual report on Form 10-K filed on September 13, 2021).

Contract between the European Investment Bank, as Lender, and Pluristem GmBH, as borrower, and Pluristem Therapeutics Inc.

and Pluristem

Ltd., as Original Guarantors, dated April 29, 2020 (incorporated by reference to Exhibit 10.21 of our annual report on Form 10-K

filed on September 10, 2020).

Agreement by and among the European Investment Bank, Pluristem Therapeutics, Inc.

and Pluristem GmbH, dated September 30, 2020 (incorporated

by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on November 5, 2020).

Agreement by and among the European Investment Bank, Pluristem Ltd.

and Pluristem GmbH dated, September 30, 2020 (incorporated by

reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed on November 5, 2020).

agreement by and between Pluristem Ltd.

and Yaky Yanay, dated September 13, 2021 (incorporated by reference to Exhibit 10.29 of our

annual report on Form 10-K filed on September 13, 2021).

and Restated Consulting Agreement by and between Pluri Biotech Ltd.

Zalman (Zami) Aberman, dated February 13, 2023.

(incorporated

by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on February 13, 2023).

Purchase Agreement, dated January 5, 2022, by and among Tnuva Food-Tech Incubator (2019), Limited Partnership, Plurinuva Ltd.

Pluri-Biotech Ltd.

(formerly Pluristem Ltd.) (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q filed

on May 9, 2022).

License Agreement, dated January 5, 2022, by and between Pluri-Biotech Ltd.

(formerly Pluristem Ltd.) and Plurinuva Ltd.

(incorporated by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on May 9, 2022).

Sales Agreement, dated February 13, 2024, by and between the Company and A.G.P (incorporated by reference to Exhibit 1.1 of our current report on Form 8-K filed on February 13, 2024).

Share Purchase Agreement, dated June 12, 2024, by and between Ever After Foods and Investors (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on June 18, 2024).

Amended and Restated Technology License Agreement, dated June 12, 2024, by and between Pluri Biotech Ltd.

(incorporated

by reference to Exhibit 10.2 of our quarterly report on Form 10-Q filed on May 9, 2022).

Agreement, dated February 13, 2024, by and between the Company and A.G.P (incorporated by reference to Exhibit 1.1 of our current

report on Form 8-K filed on February 13, 2024).

Purchase Agreement, dated June 12, 2024, by and between Ever After Foods and Investors (incorporated by reference to Exhibit 10.1

of our current report on Form 8-K filed on June 18, 2024).

and Restated Technology License Agreement, dated June 12, 2024, by and between Pluri Biotech Ltd.

and Ever After Foods Ltd.

((incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on June 18, 2024).

Amended and Restated Employment Agreement by and between Pluri Inc.

and Liat Zalts, dated September 18, 2024.

List of Subsidiaries of the Company.

(incorporated

by reference to Exhibit 10.2 of our current report on Form 8-K filed on June 18, 2024).

and Restated Employment Agreement by and between Pluri Biotech Ltd.

and Liat Zalts, dated September 18, 2024 (incorporated by reference

to Exhibit 10.34 of our annual report on Form 10-K filed on September 18, 2024).

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).

to Securities Purchase Agreement, dated April 25, 2025, between the Company and Chutzpah Holdings Limited (incorporated by reference

to Exhibit 10.3 of our quarterly report on Form 10-Q filed on May 13, 2025) .

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).

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).

of RSU and options waiver letter agreement (incorporated by reference to Exhibit 10.4 of our quarterly report on Form 10-Q filed

on February 11, 2025).

Insider Trading Policy.

List of Subsidiaries of the

Consent of Kesselman & Kesselman, Independent Registered Public Accounting Firm.

Certification pursuant to Rule 13a-14(a)/15d-14(a) of Yaky Yanay.

Certification pursuant to Rule 13a-14(a)/15d-14(a) of Chen Franco-Yehuda.

Certification pursuant to 18 U.S.C.

Certification pursuant to

Rule 13a-14(a)/15d-14(a) of Yaky Yanay.

Certification pursuant to

Rule 13a-14(a)/15d-14(a) of Liat Zalts.

Certification pursuant to

Section 1350 of Yaky Yanay.

Certification pursuant to 18 U.S.C.

Section 1350 of Chen Franco-Yehuda.

Clawback Policy.

The following materials from our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 formatted in XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements, tagged as blocks of text and in detail.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

contract or compensation plan.

Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to us if publicly disclosed.

We agree to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Certification pursuant to

Section 1350 of Liat Zalts.

Policy (incorporated by reference to Exhibit 97.1 of our annual report on Form 10-K filed on September 18, 2024).

The following materials from our Annual Report on Form 10-K for the

fiscal year ended June 30, 2025 formatted in XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets,

(ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Statements of Changes

in Equity (Deficit), (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements,

tagged as blocks of text and in detail.

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101).

Filed herewith.

Furnished herewith.

Management contract or compensation plan.

Certain identified information in the exhibit has been excluded from

the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to us if publicly disclosed.

to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

FORM 10-K SUMMARY.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

/s/ Yaky Yanay

1 unchanged sentence

September 17, 2025

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Yaky Yanay

3 unchanged sentences

September 17, 2025

/s/ Chen Franco-Yehuda

Chen Franco-Yehuda, Chief Financial Officer

/s/ Liat Zalts

Liat Zalts, Chief Financial Officer and Treasurer

(Principal Financial Officer and

4 unchanged sentences

September 17, 2025

/s/ Doron Birger

Doron Birger, Director

September 18, 2024

/s/ Rami Levi

4 unchanged sentences

September 17, 2025

/s/ Alexandre Weinstein

Alexandre Weinstein, Director

September 17, 2025

Eitan Ajchenbaum

Eitan Ajchenbaum, Director

September 17, 2025

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-K

Item 9A. Controls and Procedures