What changed in this filing

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Item 1. Financial Statements

2026-02-12 compared with 2025-11-12 · 501 added, 410 removed, 147 unchanged (86% of the section changed)

1 unchanged sentence

AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of December 31, 2025

DOLLARS IN THOUSANDS

Interim Condensed Consolidated Balance Sheets (Unaudited)

Interim Condensed Consolidated Statements of Operations (Unaudited)

Interim Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited)

Interim Condensed Consolidated Statements of Cash Flows (Unaudited)

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

Interim Condensed Consolidated

Balance Sheets (Unaudited)

Condensed Consolidated Statements of Operations (Unaudited)

Interim Condensed Consolidated

Statements of Changes in Shareholders’ Deficit (Unaudited)

Interim Condensed Consolidated

Statements of Cash Flows (Unaudited)

Notes to Interim Condensed

Consolidated Financial Statements (Unaudited)

AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Dollars in thousands (except share and per share data)

September 30,

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Dollars in thousands (except share and per

CURRENT ASSETS:

3 unchanged sentences

Customer receivables

Prepaid expenses and other current assets

Prepaid expenses and

other current assets

Total current assets

3 unchanged sentences

Property and equipment, net

Advances for property and equipment

Intangible assets, net

2 unchanged sentences

Total long-term assets

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

The accompanying

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

AND ITS SUBSIDIARIES

1 unchanged sentence

Dollars in thousands (except share and per share data)

September 30,

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES

Trade payables

Accrued expenses

Operating lease liability

Accrued vacation and recuperation

Advances from customers

Loan from the European Investment Bank, or EIB

Other accounts payable

Total current liabilities

lease liability

vacation and recuperation

from customers

from the European Investment Bank, or EIB

accounts payable

current liabilities

severance pay

lease liability

tax liabilities

Agreement for Future Equity, or SAFE

long-term liabilities

Accrued severance pay

Operating lease liability

Deferred tax liabilities

Total long-term liabilities

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ DEFICIT

AND CONTINGENCIES

SHAREHOLDERS’

Share capital:

Common shares, $ 0.00001 par value per share:

37,500,000 as of September 30, 2025, and June 30, 2025;

37,500,000 as of December 31, 2025, and June 30, 2025;

Issued and outstanding:

8,162,707 and 7,893,767 shares as of September 30, 2025, and June 30, 2025, respectively

Additional paid-in capital

Accumulated deficit

Total shareholders’ deficit

Non-controlling interests

Total deficit

Total liabilities and deficit

9,977,751 and 7,893,767 shares as of December 31, 2025, and June 30, 2025, respectively

paid-in capital

shareholders’ deficit

Non-controlling

liabilities and deficit

(*) Less than $1

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

The accompanying

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

AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Dollars in thousands (except share and per share data)

Three months ended

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Dollars in thousands (except share and per

Cost of revenues

1 unchanged sentence

Research and development expenses

participation by the National Institute of Allergy and Infectious Diseases, or NIAID, the Israeli Innovation Authority, or IIA, and Horizon Europe

participation by the National Institute of Allergy and Infectious Diseases, or NIAID, the Israeli Innovation Authority, or IIA, and

Horizon Europe

Research and development expenses, net

General and administrative expenses

General and administrative

Operating loss

1 unchanged sentence

Interest expenses

Total financial income (expenses), net

Total financial income

(expenses), net

Loss before taxes

2 unchanged sentences

Loss per share:

Basic and diluted net loss per share

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

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

Basic and diluted net

loss per share

Weighted average number

of shares used in computing basic and diluted net loss per share

The accompanying

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

AND ITS SUBSIDIARIES

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

Dollars in thousands (except share and per share data)

Shareholders’ Equity (Deficit)

Common Shares

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

Dollars in thousands (except share and per

Shareholders’

Equity (Deficit)

Balance as of July 1, 2024

Total Shareholders’

Non- controlling

Equity (Deficit)

as of July 1, 2024

$ ( 420,472 )

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

Balance as of September 30, 2024

compensation to employees, directors, and non-employee consultants

as of December 31, 2024

$ ( 429,310 )

Shareholders’ Equity (Deficit)

Common Shares

Shareholders’

Equity (Deficit)

Balance as of July 1, 2025

Shareholders’

Equity (Deficit)

as of October 1, 2024

$ ( 426,354 )

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

Balance as of September 30, 2025

compensation to employees, directors, and non-employee consultants

as of December 31, 2024

$ ( 429,310 )

(*) Less than $1

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

The accompanying

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

AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

Three months ended

September 30,

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

Dollars in thousands (except share and per

Shareholders’

Equity (Deficit)

Shareholders’

Equity (Deficit)

as of July 1, 2025

$ ( 443,055 )

compensation to employees, directors, and non-employee consultants

Issuance of common shares and Common Warrants related to the Offering (as defined below), net of issuance costs of $ 3 (see note 6(3))

Issuance of common shares under a sales agreement with A.G.P (as defined below), net of issuance costs of $ 43 (see note 6(1))

of pre-funded warrants (see note 6(2))

as of December 31, 2025

$ ( 455,448 )

Shareholders’

Equity (Deficit)

Shareholders’

Equity (Deficit)

as of October 1, 2025

$ ( 448,905 )

compensation to employees, directors, and non-employee consultants

Issuance of common shares and Common Warrants related to the Offering (as defined below), net of issuance costs of $ 3 (see note 6(3))

Issuance of common shares under a sales agreement with A.G.P, (as defined below), net of issuance costs of $ 43 (see note 6(1))

of pre-funded warrants (see note 6(2))

as of December 31, 2025

$ ( 455,448 )

The accompanying

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

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile loss to net cash used in operating activities:

Depreciation and amortization

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

to reconcile loss to net cash used in operating activities:

and amortization

compensation to employees, directors and non-employee consultants

(increase) in customer receivable

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

Increase in trade payables

Decrease in other accounts payable, accrued vacation and recuperation, deferred tax liabilities and accrued expenses

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

Decrease (increase) in advances from customers

Increase in interest receivable on short-term deposits

Effect of exchange rate changes on cash, cash equivalents, deposits and restricted cash

Increase in short-term interest payable and exchange rate differences related to the EIB Loan (defined below), net

Decrease in accrued severance pay, net

Net cash used for operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

Proceeds from short-term deposits, net

Net cash provided by investing activities

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

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

in trade payables

in other accounts payable, accrued vacation and recuperation, deferred tax liabilities and accrued expenses

in operating lease right-of-use asset and liability, net

(decrease) in advances from customers

in interest receivable on short-term deposits and restricted bank deposits

of exchange rate changes on cash, cash equivalents, deposits, restricted cash and restricted bank deposits

(decrease) in short-term interest payable and exchange rate differences related to the EIB Loan (defined below), net

in accrued severance pay, net

cash used for operating activities

FLOWS FROM INVESTING ACTIVITIES:

of property and equipment

from withdrawal of short-term deposits, net

cash provided by investing activities

FLOWS FROM FINANCING ACTIVITIES:

of common shares and warrants, net of issuance costs

cash provided by financing activities

OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS and restricted cash

(decrease) in cash, cash equivalents, restricted cash and restricted bank deposits

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

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

Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets:

Cash and cash equivalents

Restricted cash

Long-term restricted bank deposits

Total cash, cash equivalents, restricted cash and restricted bank deposits

(a) Supplemental disclosure of non-cash activities:

Purchase of property and equipment on credit

Lease liabilities arising from obtaining right-of-use assets

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

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

cash equivalents, restricted cash and restricted bank deposits at the end of the period

Reconciliation

of cash, cash equivalents and restricted cash reported in the consolidated balance sheets:

and cash equivalents

restricted bank deposits

cash, cash equivalents, restricted cash and restricted bank deposits

(a) Supplemental

disclosure of non-cash activities:

of property and equipment on credit

liabilities arising from obtaining right-of-use assets

The accompanying

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

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

Pluri Inc., a Nevada corporation, was incorporated

on May 11, 2001.

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

Pluri Inc., a Nevada corporation, was incorporated on May 11, 2001 .

Pluri Inc.’s common shares trade on the Nasdaq Capital Market and Tel-Aviv Stock Exchange under the symbol “PLUR”.

has a wholly owned subsidiary, Pluri-Biotech Ltd., or Pluri Biotech, incorporated under the laws of the State of Israel.

Biotech has several subsidiaries, including:

- Pluristem GmbH, or the German Subsidiary, a wholly owned subsidiary

incorporated under the laws of Germany;

Pluri Biotech has several subsidiaries, including:

Pluristem GmbH, or the

German Subsidiary, a wholly owned subsidiary incorporated under the laws of Germany;

Ever After Foods Ltd .

, or Ever After Foods, a majority-owned

subsidiary, incorporated under the laws of the State of Israel;

- Coffeesai Ltd., or Coffeesai, a wholly owned subsidiary, incorporated

under the laws of the State of Israel;

- Kokomodo Ltd., or Kokomodo, a majority-owned subsidiary incorporated

under the laws of the State of Israel;

- Cellav Health and Aesthetics Ltd., a wholly owned subsidiary, incorporated

under the laws of the State of Israel.

Unless the context otherwise requires, the terms

“Pluri”, the “Company”, “we”, “us”, and “our” refer to Pluri Inc., together

with Pluri Biotech and Pluri Biotech’s subsidiaries, or, (collectively, the Subsidiaries).

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

Pluri has developed a unique three-dimensional cell expansion platform, supported by an in-house, industrial-scale cell manufacturing facility registered as a manufacturer with the U.S.

Food and Drug Administration (FDA), and operated in accordance with Good Manufacturing Practice, or GMP, standards, currently on a self-declared basis.

Pluri utilizes its proprietary technology across the fields of regenerative medicine, aesthetics and wellness, food technology, agricultural technology and as part of its Contract Development and Manufacturing Organization, or CDMO, business.

In addition, Pluri intends to expand the application of its platform to other industries and business sectors requiring scalable and cost-efficient cell expansion solutions.

Pluri is dedicated to the research, development, and manufacturing of cell-based products, as well as the commercialization of cell therapeutics and related technologies aimed at delivering innovative solutions across a range of industries.

or Ever After Foods, a majority-owned subsidiary, incorporated under the laws of the State of Israel;

Coffeesai Ltd., or Coffeesai,

a wholly owned subsidiary, incorporated under the laws of the State of Israel;

Kokomodo Ltd., or Kokomodo,

a majority-owned subsidiary incorporated under the laws of the State of Israel;

Cellav Health and Aesthetics

Ltd., a wholly owned subsidiary, incorporated under the laws of the State of Israel.

Unless the context otherwise

requires, the terms “Pluri”, the “Company”, “we”, “us”, and “our” refer

to Pluri Inc., together with Pluri Biotech and Pluri Biotech’s subsidiaries, or, collectively, the Subsidiaries.

Pluri is a biotechnology company operating in one operating segment, focused on the development, manufacturing and commercialization of cell-based products and technologies.

The Company’s proprietary three-dimensional cell expansion platform is supported by an in-house, industrial-scale cell manufacturing facility registered as a manufacturer with the U.S.

Food and Drug Administration, or FDA, and operated in accordance with Good Manufacturing Practice, or GMP, standards on a self-declared basis.

Pluri utilizes its technology platform to enable scalable and cost-efficient cell expansion and to support a range of cell-based products, services, therapeutics and related technologies.

The platform is currently applied in practice across multiple business areas, including regenerative medicine, aesthetics and wellness, food technology, agricultural technology, and the Company’s Contract Development and Manufacturing Organization, or CDMO, activities.

The Company has incurred an accumulated deficit of approximately $ 455,448 and incurred recurring operating losses and negative cash flows from operating activities since inception.

As of September 30, 2025, the Company’s total shareholders’ equity deficit amounted to $ 11,360 .

During the three-month period ended September 30, 2025, the Company incurred losses of $ 6,132 and its negative cash flow from operating activities was $ 5,428 .

As of December 31, 2025, the Company’s total shareholders’ equity deficit amounted to $ 14,608 .

During the six-month period ended December 31, 2025, the Company incurred losses of $ 13,004 and its negative cash flow from operating activities was $ 10,633 .

The Company will be required to identify additional liquidity resources in the near term in order to support the commercialization of its products and maintain its research and development activities.

As of September 30, 2025, the Company’s cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $ 16,393 .

As of December 31, 2025, the Company’s cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $ 13,645 .

The Company is addressing its liquidity issues by implementing initiatives to allow the continuation of its activities.

The Company’s current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures.

The Company’s current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures and a cost-reduction plan.

The Company’s ability to successfully carry out its business plan is primarily dependent upon its ability to (1) obtain sufficient additional capital, (2) enter licensing or other commercial, partnerships and collaboration agreements, (3) provide CDMO services to clients, (4) enter into agreement with EIB regarding a loan restructuring, as detailed below, and (5) receive other sources of funding, including non-dilutive sources such as grants.

There is no assurance, however, that the Company will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of its products, or any financing at all.

In the case that the Company is unable to obtain the required level of financing, operations may need to be scaled down or discontinued.

In the event that the Company is unable to obtain the required level of financing, operations may need to be scaled down or discontinued.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- GENERAL (CONT.)

According to management estimates, the Company

does not have sufficient resources to meet its operating obligations for at least twelve months from the issuance date of these interim

unaudited condensed consolidated financial statements.

These conditions raise substantial doubt about the Company’s ability to

According to management

estimates, the Company has sufficient resources to meet its operating obligations for a period of less than six months from the issuance

date of these interim unaudited condensed consolidated financial statements.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

The interim unaudited condensed consolidated financial statements do not include any adjustments

relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to

continue as a going concern.

The interim unaudited condensed consolidated financial statements do not include any adjustments relating

to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as

a going concern.

On April 30, 2020, the German Subsidiary entered into a finance contract, or the Finance Contract, with the EIB, pursuant to which the German Subsidiary obtained a loan in an amount of € 20 million, or the EIB Loan.

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

Discussions with the EIB regarding a potential restructuring of the EIB Loan, including a possible extension of its maturity date are in progress.

Discussions with the EIB regarding a potential restructuring of the EIB Loan, including a possible extension of its maturity date, are still in progress.

However, there is no certainty as to the outcome of these discussions.

As of September 30, 2025, the linked principal and interest accrued balance was $ 27,541 and is presented among short-term liabilities (see note 5).

As of December 31, 2025, the linked principal and interest accrued balance was $ 27,782 and is presented among short-term liabilities (see note 5).

- SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

The accompanying interim unaudited condensed consolidated financial

statements have been prepared in accordance with U.S.

generally accepted accounting principles, or U.S.

GAAP, for interim financial information

and with the instructions to Form 10-Q and Article 10 of U.S.

accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

generally accepted

accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of

Securities and Exchange Commission Regulation S-X.

they do not include all the information and footnotes required by U.S.

Accordingly, they do not include all the information and footnotes required by

GAAP for complete financial statements.

In the opinion of management,

all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments).

information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report

on Form 10-K for the year ended June 30, 2025.

The year-end balance sheet data was derived from the audited consolidated financial

statements as of June 30, 2025, but not all disclosures required by U.S.

GAAP are included.

Operating results for the three-month

period ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending June 30,

In the opinion of management, all adjustments considered necessary for a fair statement have

been included (consisting only of normal recurring adjustments).

For further information, reference is made to the consolidated financial

statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025.

year-end balance sheet data was derived from the audited consolidated financial statements as of June 30, 2025, but not all disclosures

required by GAAP are included.

results for the six-month period ended December 31, 2025, are not necessarily indicative of the results that may be expected for the

year ending June 30, 2026.

Significant Accounting Policies

The significant accounting policies

followed in the preparation of these interim unaudited condensed consolidated financial statements are identical to those applied in the

preparation of the latest annual financial statements.

significant accounting policies followed in the preparation of these interim unaudited condensed consolidated financial statements are

identical to those applied in the preparation of the latest annual financial statements.

Use of estimates

The preparation of financial statements

in conformity with U.S.

GAAP requires management to make estimates, judgments, and assumptions that are reasonable based upon information

available at the time they are made.

Estimates are primarily used for, but not limited to, percentage of completion in revenue recognition,

valuation of forfeiture rate and determining the valuation of the incremental borrowing rate of the lease and terms of leases.

estimates, judgments and assumptions can affect the amounts reported in the financial statements and accompanying notes, and actual results

could differ from those estimates.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments, and assumptions that

are reasonable based upon information available at the time they are made.

Estimates are primarily used for, but not limited to, percentage

of completion in revenue recognition, valuation of forfeiture rate and determining the valuation of the incremental borrowing rate of

the lease and terms of leases.

These estimates, judgments and assumptions can affect the amounts reported in the financial statements

and accompanying notes, and actual results could differ from those estimates.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

- SIGNIFICANT

ACCOUNTING POLICIES (CONT.)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Fair value of financial instruments

The carrying amounts of the Company’s

financial instruments, including cash and cash equivalents, restricted cash, short-term bank deposits and restricted bank deposits and

other current assets, trade payable and other accounts payable and accrued expenses, approximate their fair value because of their generally

short-term maturities.

The Company measures its derivative

instruments at fair value under Accounting Standards Codification, or ASC, “Fair Value Measurements and Disclosures, or ASC 820.

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants.

As such, fair value is a market-based

measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation

methodologies in measuring fair value:

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

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

3 - Unobservable inputs for the asset or liability.

The fair value hierarchy also requires

an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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

The Company measures its liability

pursuant to the Finance Contract based on the aggregate outstanding amount of the combined principal and accrued interest thereunder (see

The net income (losses) from derivatives

instruments recognized in “Financial income (expenses), net” for the three-month period ended September 30, 2025 and 2024

were $ 289 and $ 50 , respectively (see note 7), and were classified in level 2 on the fair value hierarchy.

carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term bank

deposits and restricted bank deposits and other current assets, trade payable and other accounts payable and accrued expenses, approximate

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

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

and Disclosures, or ASC 820.

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market participants.

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

an asset or a liability.

As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes

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

1 - Quoted prices (unadjusted)

in active markets for identical assets or liabilities;

2 - Inputs other than Level

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

3 - Unobservable

inputs for the asset or liability.

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

measuring fair value.

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

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

accrued interest thereunder (see note 5).

net income from derivatives instruments recognized in “Financial income (expenses), net” amounted to $ 53 for each of the

three-month periods ended December 31, 2025 and 2024 and for the six-month periods ended

December 31, 2025 and 2024 were $ 342 and $ 103 , respectively (see note 7), and were classified in level 2 on the fair value

addition, the Company holds a SAFE instrument, which is classified within Level 3 of the fair value hierarchy (see note 10).

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

New Accounting Pronouncements

Recently issued accounting pronouncements, not yet adopted

2023-09 - “Income

Taxes (Topic 740):

Recently issued accounting

pronouncements, not yet adopted

2023-09 - “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”, or ASU 2023-09:

In December 2023, the Financial Accounting

Standards Board, or FASB, issued ASU 2023-09.

This guidance is intended to enhance the transparency and decision usefulness of income

tax disclosures.

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

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

and in foreign jurisdictions.

ASU 2023-09 is effective

for annual periods beginning after December 15, 2024, on a prospective basis.

December 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-09.

This guidance is intended to enhance the transparency

and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investors’ requests for enhanced income

tax information primarily through changes to the tax rate reconciliation and regarding income tax paid both in the U.S.

and in foreign

jurisdictions.

ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024, on a prospective basis.

Early adoption and retroactive application are permitted.

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

2024-03 - “Income

2024-03 - “Income Statement:

Reporting Comprehensive Income - Expense Disaggregation Disclosures”, or ASU 2024-03:

In November 2024, the FASB issued ASU

2024-03, which requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation,

depreciation, amortization, and depletion), which are included in certain expense captions presented on the face of the income statement,

as well as disclosures about selling expenses.

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

periods within fiscal years beginning after December 15, 2027.

November 2024, the FASB issued ASU 2024-03, which requires more detailed information about specified categories of expenses (purchases

of inventory, employee compensation, depreciation, amortization, and depletion), which are included in certain expense captions presented

on the face of the income statement, as well as disclosures about selling expenses.

ASU 2024-03 is effective for fiscal years beginning

after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either (1) prospectively

to financial statements issued for reporting periods after the effective date of ASU 2024-03, or (2) retrospectively to all prior periods

presented in the financial statements.

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

financial statements disclosures.

2025-05 - “Financial

Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”, or ASU

In July 2025, the FASB issued ASU

This amendment introduces a practical expedient for the application of the current expected credit loss model to current accounts

receivable and contract assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting

periods within those annual reporting periods.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date

of ASU 2024-03, or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating

this guidance to determine the impact it may have on its consolidated financial statements disclosures.

2025-05 - “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and

Contract Assets”, or ASU 2025-05:

July 2025, the FASB issued ASU 2025-05.

This amendment introduces a practical expedient for the application of the current expected

credit loss model to current accounts receivable and contract assets.

ASU 2025-05 is effective for fiscal years beginning after

December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating this guidance to

determine the impact it may have on its consolidated financial statements disclosures.

2025-07 - “Derivatives

and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification

for Share-Based Noncash Consideration from a Customer in a Revenue Contract”, or ASU 2025-07:

In September 2025, the FASB issued

ASU 2025-07, which refines the scope of derivative accounting under Topic 815 and clarifies the treatment of share-based noncash consideration

under ASC 606.

This update is effective for annual periods beginning after December 15, 2026, including interim periods within those annual

periods, with early adoption permitted.

Entities may apply the amendments prospectively to new contracts or retrospectively with a cumulative-effect

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

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

2025-07 - “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements

and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”, or ASU 2025-07:

September 2025, the FASB issued ASU 2025-07, which refines the scope of derivative accounting under Topic 815 and clarifies the treatment

of share-based noncash consideration under ASC 606.

This update is effective for annual periods beginning after December 15, 2026, including

interim periods within those annual periods, with early adoption permitted.

Entities may apply the amendments prospectively to new contracts

or retrospectively with a cumulative-effect adjustment.

The Company is currently evaluating this guidance to determine the impact

it may have on its consolidated financial statements disclosures.

2025-10 – “Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities”, or ASU

December 2025, the FASB issued ASU 2025-10, which establishes authoritative guidance in GAAP about accounting for government grants received

by business entities, and clarifies the appropriate accounting, in an effort to reduce diversity in practice, and increase consistency

of application across business entities.

ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and

interim reporting periods within those annual reporting periods.

Adoption can be applied either in a modified prospective approach, a

modified retrospective approach, or a retrospective approach.

Early adoption is permitted.

The Company is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements disclosures.

2025-11 – “Interim Reporting (Topic 270):

Narrow-Scope Improvements”, or ASU 2025-11:

December 2025, the FASB issued ASU 2025-11, which clarifies interim disclosure requirements and the applicability of Topic 270.

The objective

of the amendments is to provide further clarity about the current interim disclosure requirements.

ASU 2025-11 is effective for interim

reporting periods within annual reporting periods beginning after December 15, 2027.

Adoption can be applied either on a prospective

or a retrospective approach.

Early adoption is permitted.

The Company is currently evaluating this guidance to determine the impact it

may have on its consolidated financial statements disclosures.

AND ITS SUBSIDIARIES

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- INTANGIBLE ASSETS, NET

Three months ended

September 30,

Cocoa cell growth and application platform

Ability to develop additional applications

Cocoa cell growth and application

Ability to develop additional

Accumulated amortization:

Cocoa cell growth and application platform

Ability to develop additional applications

Total accumulated amortization

Intangible assets, net

Amortization expenses amounted to $ 45

for the three-month period ended September 30, 2025.

During the three-month period ended

September 30, 2025, no impairment losses were recorded.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

Ability to develop additional

accumulated amortization

expenses amounted to $ 45 and $ 90 for the three-month and six-month periods ended December 31, 2025, respectively.

the three-month and six-month periods ended December 31, 2025, no impairment losses were recorded.

- COMMITMENTS AND CONTINGENCIES

As of September 30, 2025, an amount of $ 1,337 of cash and deposits was pledged by Pluri Biotech to secure its credit line, lease agreement, derivative and hedging and bank guarantees, and by Ever After Foods to secure its lease agreement .

As of December 31, 2025, an amount of $ 1,163 of cash and deposits was pledged by Pluri Biotech to secure its credit line, lease agreement, derivative and hedging and bank guarantees, and by Ever After Foods to secure its lease agreement.

Under the Law for the Encouragement of Industrial Research and Development, 1984, or the Research Law, research and development programs that meet specified criteria and are approved by the IIA are eligible for grants of up to 50 % of the project’s expenditures, as determined by the research committee, in exchange for the payment of royalties from the sale of products developed under the program.

6 unchanged sentences

Following the full repayment of the grant, there is no further liability for royalties.

As of September 30, 2025, the Company’s contingent liability in respect to royalties to the IIA amounted to $ 28,055 , not including SOFR interest as described above.

As of December 31, 2025, the Company’s contingent liability in respect to royalties to the IIA amounted to $ 28,021 , not including SOFR interest as described above.

In April 2017, the Company was awarded a Smart Money grant of approximately $ 229 from Israel’s Ministry of Economy and Industry to facilitate certain marketing and business development activities with respect to its advanced cell therapy products in the Chinese market, including Hong Kong.

6 unchanged sentences

As part of the agreement with Ichilov Hospital, the Company will pay royalties of 1 % from its net sales of the PLX-PAD product relating to GVHD, with a maximum aggregate royalty amount of approximately $ 500 .

As to potential royalties to the EIB, see note 5.

As to potential royalties

to the EIB, see note 5.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- LOAN FROM THE EIB

On April 30, 2020, the German Subsidiary

entered the Finance Contract with the EIB, pursuant to which it may obtain a loan of up to € 50 million, subject to the achievement

of certain milestones.

Such EIB Loan is structured to be disbursed in three tranches over a 36-month period from the date of the agreement:

the first tranche of € 20 million, the second tranche of € 18 million, and the third tranche of € 12 million.

The tranches were treated independently,

each with its own interest rate and maturity period.

The annual interest rate is 4 % (consisting of a 4 % deferred interest rate payable

upon maturity);

for the first tranche, 4 % (consisting of a 1 % fixed interest rate and a 3 % deferred interest rate payable upon maturity)

for the second tranche and 3 % (consisting of a 1 % fixed interest rate and a 2 % deferred interest rate payable upon maturity) for the third

In addition to any interest payable

on the EIB Loan, the EIB is entitled to receive royalties from future revenues for a period of seven years, starting at the beginning

of fiscal year 2024 and continuing up to and including its fiscal year 2030.

The royalty amounts range from 0.2 % to 2.3 % of the Company’s

consolidated revenues and is pro-rated to the amount disbursed under the loan.

As of September 30, 2025, and June 30, 2025, the Company

had an accrued royalty in the amount of $ 15 and $ 12 , respectively.

During June 2021, Pluri received the

first tranche in an amount of € 20 million of the Finance Contract.

April 30, 2020, the German Subsidiary entered the Finance Contract with the EIB, pursuant to which it may obtain a loan of up to € 50

million, subject to the achievement of certain milestones.

Such EIB Loan is structured to be disbursed in three tranches over a 36-month

period from the date of the agreement:

the first tranche of € 20 million, the second tranche of € 18 million, and the third tranche

of € 12 million.

tranches were treated independently, each with its own interest rate and maturity period.

The annual interest rate is 4 % (consisting

of a 4 % deferred interest rate payable upon maturity);

for the first tranche, 4 % (consisting of a 1 % fixed interest rate and a 3 % deferred

interest rate payable upon maturity) for the second tranche and 3 % (consisting of a 1 % fixed interest rate and a 2 % deferred interest

rate payable upon maturity) for the third tranche.

addition to any interest payable on the EIB Loan, the EIB is entitled to receive royalties from future revenues for a period of seven

years, starting at the beginning of fiscal year 2024 and continuing up to and including its fiscal year 2030.

The royalty amounts range

from 0.2 % to 2.3 % of the Company’s consolidated revenues and is pro-rated to the amount disbursed under the loan.

As of December

31, 2025, and June 30, 2025, the Company had an accrued royalty in the amount of $ 5 and $ 12 , respectively.

June 2021, Pluri received the first tranche in an amount of € 20 million of the Finance Contract and does not expect to receive additional

funds, since the 36-month period of the Finance Contract has ended.

The amount received is due on June 1, 2026 , and bears annual interest

of 4 % to be paid with the principal of the EIB Loan.

As of September 30, 2025, the linked principal balance in the amount of $ 23,477 and

As of December 31, 2025, the linked principal balance in the amount of $ 23,483 and

the interest accrued in the amount of $ 4,299 are presented among short-term liabilities.

Since the 36-month period of the Finance Contract

has ended, the Company does not expect to receive additional funds pursuant to the Finance Contract.

The Finance Contract also contains

certain limitations such as the use of proceeds received from the EIB, limitations related to disposal of assets, substantive changes

in the nature of the Company’s business, changes in holding structure, distributions of future potential dividends and engaging

with other banks and financing entities for other loans.

The Company continues to engage in discussions with the EIB regarding a potential

restructuring of the EIB Loan, including a possible extension of its maturity date.

However, there is no certainty as to the outcome of

these discussions.

Finance Contract also contains certain limitations such as the use of proceeds received from the EIB, limitations related to disposal

of assets, substantive changes in the nature of the Company’s business, changes in holding structure, distributions of future potential

dividends and engaging with other banks and financing entities for other loans.

Discussions with the EIB regarding a potential restructuring

of the EIB Loan, including a possible extension of its maturity date, are still in progress.

However, there is no certainty as to the

outcome of these discussions.

- SHAREHOLDERS’ EQUITY

1 unchanged sentence

acting as sales agent.

As of September 30, 2025, the Company sold 42,729 common shares under the Sales Agreement at an average price of $ 5.93 per share.

(2) On October 23, 2025, subsequent to the balance sheet date, 1,002,169 pre-funded warrants were exercised into 1,002,169 common shares of the Company, at a nominal exercise price of $ 0.0001 per share.

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

The Company adopted the 2016 Equity

Compensation Plan, or the 2016 Plan, and the 2019 Equity Compensation Plan, or together, the Plans.

Under the Plans, share options, RS

and RSUs may be granted to the officers, directors, employees and consultants of the Company.

During the second quarter of fiscal year 2026, the Company sold 22,800 common shares under the Sales Agreement at a weighted average price of $ 3.90 per share, with issuance expenses of $ 43 .

As of December 31, 2025, the Company had sold a total of 65,529 common shares under the Sales Agreement at a weighted average price of $ 5.23 per share.

(2) On October 23, 2025, 1,002,169 pre-funded warrants were exercised into 1,002,169 common shares of the Company, at a nominal exercise price of $ 0.0001 per share.

(3) On December 8, 2025, the Company entered into a Securities Purchase Agreement, or the Securities Purchase Agreement, with Chutzpah Holdings LP, a limited partnership beneficially owned by Mr.

Alexandre Weinstein, a non-U.S.

investor and an existing shareholder and director of the Company, relating to a private placement offering, or the Offering, of:

(i) 625,000 common shares of the Company, and (ii) warrants, or the Common Warrants, to purchase up to 625,000 common shares.

The Offering price per share and accompanying warrant was $ 4.00 .

The Common Warrants were exercisable immediately and have an exercise price of $ 4.25 per share and will be exercisable until June 30, 2026.

The Offering closed on December 30, 2025, and the gross proceeds to the Company were $ 2,500 , net of $ 3 of issuance expenses.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

Options to non-employee consultants:

A summary of the share options granted to non-employee

consultants under the Plans by Pluri Inc.

(4) On January 20, 2026, subsequent to the balance sheet date, the Company received a notice from The Nasdaq Stock Market LLC, or Nasdaq, stating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2) due to failure to maintain a minimum of $ 35,000 market value of listed securities, or MVLS, which is required for continued listing on The Nasdaq Capital Market, nor is it in compliance with either of the alternative listing standards, including having stockholders’ equity of at least $ 2,500 or net income of $ 500 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

Pursuant to the Notice, and in accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq provided the Company with 180 calendar days, until July 20, 2026, to regain compliance.

Nasdaq indicated that the Company may regain compliance if the Company’s MVLS closes at $ 35,000 or more for at least 10 consecutive business days (unless Nasdaq requires a longer period, generally no more than 20 business days).

If the Company does not regain compliance by the end of such compliance period, Nasdaq may notify the Company that its securities are subject to delisting, at which time the Company may be eligible to appeal to a Nasdaq Hearings Panel, which would stay any suspension or delisting action during the appeal process.

The Company is evaluating options to regain compliance;

however, there can be no assurance that it will be able to do so.

A delisting could adversely affect the liquidity and market price of the Company’s common shares and the Company’s access to capital.

The Notice has no immediate effect on the listing or trading of the Company’s common shares, which will continue to trade on The Nasdaq Capital Market under the symbol “PLUR”.

Share options, restricted

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

Company adopted the 2016 Equity Compensation Plan (amended and restated as of June 30, 2025), or the 2016 Plan, and the 2019 Equity Compensation

Plan, or together, the Plans.

Under the Plans, share options, RS and RSUs may be granted to the officers, directors, employees and consultants

of the Company.

Options to non-employee

summary of the share options granted to non-employee consultants under the Plans by Pluri Inc.

and Pluri Biotech is as follows:

Three months ended September 30, 2025

Six months ended December 31, 2025

Number Weighted

3 unchanged sentences

Share options exercised ( 1,375 ) - - -

Share options outstanding and exercisable at end of the period 9,380 $ 7.14 4.21 $ 14

Share options outstanding at end of the period 9,380 $ 7.14 3.95 $ 9

Share options vested and exercisable at the end of the period 9,380 $ 7.14 3.95 $ 9

Options to the Chief Executive Officer, or CEO, and a Former Director:

A summary of the share options granted

to the CEO and to a former director under the Plans by Pluri Inc.

Options to the Chief

Executive Officer, or CEO, and a Former Director:

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

and Pluri Biotech is as follows:

Three months ended September 30, 2025

Six months ended December 31, 2025

Number Weighted

1 unchanged sentence

Share options outstanding at the beginning of the period 240,291 $ 14.82 1.42

Share options granted 39,050 $ 5.00 2.79

Share options outstanding at the end of the period 279,341 $ 13.45 1.18

Share options vested and exercisable at the end of the period 279,341 $ 13.45 1.18

As of September 30, 2025, the aggregate

intrinsic value of these options was $ 0 .

On October 15, 2025, subsequent to

the balance sheet date, the Company’s Board of Directors, or the Board, approved a grant of equity awards to the Company’s

CEO, in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025.

equity awards consist of (i) 39,050 RSUs which are fully vested (see also item c), and (ii) stock options to purchase 39,050 common shares

of the Company which are fully vested and exercisable for a period of three years at an exercise price of $ 5.00 per share.

share-based awards, rather than cash compensation, were granted for such achievement of performance objectives for fiscal year 2025, the

provision previously recorded in the amount of approximately $ 41 , was reversed.

The Board further approved, contingent

upon the achievement of certain objectives and accomplishments by December 31, 2025, the future grant to the CEO of (i) 9,266 RSUs, and

(ii) stock options to purchase 9,266 common shares of the Company.

The grant date of such RSUs and stock options, if awarded, will be

the date on which the applicable objectives are satisfied, and the stock options will be exercisable for three years at an exercise price

of $ 5.00 per share.

the three-month and six-month periods ended December 31, 2025, compensation expenses recorded in general and administrative expenses

related to options granted to the CEO (as detailed below) by Pluri Inc.

and Pluri Biotech were $ 83 and $ 83 , respectively.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

RSUs to employees and directors:

The following table summarizes the

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

and Pluri Biotech, for the three-month

period ended September 30, 2025:

Three months ended

September 30,

Unvested at the beginning of the period

Unvested at the end of the period

Expected to vest after the end of the period

The fair value of all RSUs was determined

based on the closing trading price of the Company’s shares known at the grant date.

The weighted average grant date fair value of

RSUs granted during the three-month period ended September 30, 2025 to employees and directors was $ 4.89 per share.

Unamortized compensation expenses related

to RSUs granted to employees and directors by Pluri Inc.

and Pluri Biotech are approximately $ 1,131 to be recognized by the end of September

RSUs and RS to consultants:

The following table summarizes the

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

and Pluri Biotech for the three-month period

ended September 30, 2025:

Three months ended

September 30,

Unvested at the beginning of the period

Unvested at the end of the period

Expected to vest after the end of the period

The fair value of all RSUs was determined

based on the closing trading price of the Company’s shares known at the grant date.

The weighted average grant date fair value of

RSUs granted during the three-month period ended September 30, 2025 granted to non-employee consultants was $ 4.93 per share.

Unamortized compensation expenses related

to RSUs and RS granted to consultants by Pluri Inc.

and Pluri Biotech are approximately $ 746 to be recognized by the end of February 2028.

of December 31, 2025, the aggregate intrinsic value of these options was $ 0 .

fair value of the service-based share option granted during three-month and six-month periods ended December 31, 2025, was estimated

on the grant date using a Black-Scholes option-pricing model using the following assumptions:

exercise price of $ 5.00 per share,

expected volatility of 76.40 %, a risk-free rate of 3.52 %, a contractual term of 3 years , an expected dividend

yield of 0 % and a share price at the issuance date of $ 4.39 .

The fair value of share options granted during three-month and

six-month periods ended December 31, 2025 was $ 2.13 per option.

No share options were granted during three-month and six-month

periods ended December 31, 2024.

October 15, 2025, the Company’s Board of Directors, or the Board, approved a grant of equity awards to the Company’s CEO,

in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025.

The approved equity

awards consisted of (i) 39,050 RSUs which are fully vested as of the date of grant (see also item c), and (ii) stock options to purchase

39,050 common shares of the Company which were fully vested as of the date of grant and exercisable for a period of three years, at an

exercise price of $ 5.00 per share.

As the performance objectives for fiscal year 2025 were satisfied through share-based awards rather

than cash compensation, the provision previously recorded in the amount of approximately $ 41 , was reversed.

Board further approved, contingent upon the achievement of certain objectives and accomplishments by December 31, 2025, the future grant

to the CEO of (i) 9,266 RSUs, and (ii) stock options to purchase 9,266 common shares of the Company.

As of December 31, 2025, the applicable

objectives had not been achieved, and therefore no grant was made.

RSUs to employees

and directors:

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

Pluri Biotech, for the six-month period ended December 31, 2025:

Unvested at the beginning of the

Unvested at the end

of the period

Expected to vest after

the end of the period

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

average grant date fair value of RSUs granted during the six-month period ended December 31, 2025 granted to employees and directors

was $ 3.98 per share.

compensation expenses related to RSUs granted to employees and directors by Pluri Inc.

and Pluri Biotech are approximately $ 861 to be

recognized by the end of November 2028.

On December 4, 2025, the Board approved a grant of 10,248 RSUs, in aggregate, to the CEO and the Chief Financial Officer and an aggregate

of 2,885 RSUs to Board members in lieu of cash compensation under the Company’s 2019 Equity Compensation Plan, with all RSUs vesting

in equal monthly installments over three months.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- SHAREHOLDERS’ EQUITY (CONT.)

Compensation expenses related to RSUs

and RS granted by Pluri Inc.

RSUs and RS to consultants:

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

and Pluri Biotech

for the six-month period ended December 31, 2025:

Unvested at the beginning of the

Unvested at the end

of the period

Expected to vest after

the end of the period

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

average grant date fair value of RSUs granted during the six-month period ended December 31, 2025 granted to non-employee consultants

was $ 4.92 per share.

compensation expenses related to RSUs and RS granted to consultants by Pluri Inc.

and Pluri Biotech are approximately $ 625 to be recognized

by the end of September 2027.

expenses related to RSUs and RS granted by Pluri Inc.

and Pluri Biotech were recorded as follows:

Three months ended

September 30,

Research and development expenses

General and administrative expenses

During the three-month period ended

September 30, 2025, compensation expenses related to RS granted to consultants were recorded in prepaid expenses and other current assets

and in other long-term assets, were $ 371 and $ 342 , respectively.

General and administrative

the three-month and six-month periods ended December 31, 2025, compensation expenses related to RS granted to a consultant were recorded

in prepaid expenses and other current assets and in other long-term assets, were $ 371 and $ 248 , respectively.

- TOTAL FINANCIAL INCOME (EXPENSES), NET

Three months ended

September 30,

Foreign currency translation differences, net

Interest income on deposits and restricted bank deposits

Income from hedging derivatives

Other financial income (expenses), net

EIB Loan interest expenses

Foreign currency

translation income (expenses), net

Interest income on deposits

and restricted bank deposits

from hedging derivatives

Other financial income

(expenses), net

Loan interest expenses

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- SEGMENT REPORTING

Segment Information

Following the adoption of ASU 2023-07, the Company

is required to disclose significant segment expenses that are regularly provided to the chief operating decision maker, or the CODM.

a single reportable segment entity, the Company’s segment performance measure is consolidated net loss.

The Company’s CODM,

the CEO , reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating

The Company’s CODM uses consolidated net loss information to assess performance and utilizes this information in allocating

resources and in assessing performance by monitoring budget versus actual results.

The following table presents the significant segment

expenses and other segment items regularly reviewed by the CODM:

Three months ended

September 30,

Revenues from external customers

Company operates as one reportable segment, and its segment performance measure is consolidated net loss.

The chief operating decision

maker, or the CODM, the CEO , reviews the Company’s operating results on a consolidated basis, manages the Company as one operating

segment, and uses consolidated net loss information in assessing performance and allocating resources, including through monitoring budgeted

versus actual results.

following table presents the significant segment expenses and other segment items regularly reviewed by the CODM:

from external customers

Salary expenses

2 unchanged sentences

Other segment disclosures:

Depreciation and amortization expenses

Share-based compensation expenses

Depreciation and amortization

Share-based compensation

Interest income

1 unchanged sentence

(1) Other segment items primarily include cost of revenues, share-based compensation expenses, depreciation and amortization expenses, other research and development expenses, other general and administrative expenses and financial income (expenses) as reported in our interim unaudited condensed consolidated statements of operations.

All of the Company’s long-lived assets are

located in Israel.

of the Company’s long-lived assets are located in Israel.

AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per share amounts)

TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Dollars in thousands (except share and per

share amounts)

- BASIC AND DILUTED LOSS PER SHARE

Diluted loss per share excludes 1,149,640 shares

underlying outstanding warrants, 246,540 shares underlying outstanding options, and 560,617 shares underlying outstanding

RSUs and RS for the three-months ended September 30, 2025, because the effect of their inclusion in the computation would be antidilutive.

Diluted loss per share excludes 1,019,488 shares

underlying outstanding warrants, 253,260 shares underlying outstanding options, and 303,612 shares underlying outstanding

RSUs and RS for the three-months ended September 30, 2024, because the effect of their inclusion in the computation would be antidilutive.

The table below shows the reconciliation of the

number of shares in the computation of basic and diluted loss per share attributable to common shareholders:

Three months ended

September 30,

Net loss attributed to shareholders

Common shares outstanding used in computing net loss per share attributable to common shareholders

Unexercised vested pre-funded warrants with no par value exercise price

Unexercised vested options with no par value exercise price

Weighted average number of shares used in computing basic and diluted net loss per share attributable to common shareholders

Net loss per share attributable to common shareholders – basic and diluted

loss per share excludes 1,774,640 shares underlying outstanding warrants, 285,590 shares underlying outstanding options,

and 492,390 shares underlying outstanding RSUs and RS for the three-months and six-months ended December 31, 2025, because

the effect of their inclusion in the computation would be antidilutive.

loss per share excludes 1,019,448 shares underlying outstanding warrants, 253,260 shares underlying outstanding options,

and 247,552 shares underlying outstanding RSUs and RS for the three-months and six-months ended December 31, 2024, because

the effect of their inclusion in the computation would be antidilutive.

table below shows the reconciliation of the number of shares in the computation of basic and diluted loss per share attributable to common

shareholders:

attributed to shareholders

Common shares outstanding used in computing

net loss per share attributable to common shareholders

Pre-funded warrants to purchase common shares

Unexercised vested options with no par

value exercise price

Weighted average number

of shares used in computing basic and diluted net loss per share attributable to common shareholders

Net loss per share attributable

to common shareholders - basic and diluted

November 13, 2025, Kokomodo entered into a SAFE agreement with an investor for an aggregate amount of $ 300 .

In the event of an Equity

Financing, which is defined in the SAFE agreement, as a capital raising transaction or series of transactions, pursuant to which (i)

Kokomodo issues and sells a new series of preferred shares of Kokomodo at a fixed pre-money valuation;

and (ii) at least 25 % of the amount

of the capital raised is not attributed to the SAFE Investors (as defined in the SAFE agreement), the investment will be automatically

converted into the number of most senior preferred shares of Kokomodo, equal to the purchase amount divided by either:

(1) the price

per share equal to a Valuation Cap (as defined in the SAFE agreement) divided by Kokomodo Capitalization (as defined in the SAFE agreement),

or (2) the price per preferred share sold in the Equity Financing discounted by 20 %.

The SAFE was classified as a long-term liability,

accounted at fair value, with remeasurement at each reporting period (see note 2d).

- SUBSEQUENT EVENTS

January 2026, the Company entered into an addendum to its facility operating lease agreement with the lessor, or the Lease Addendum,

pursuant to which the Company exercised its option to extend the lease term through December 2031.

The Company exercised the option one

year earlier than scheduled, while all other terms and conditions remained unchanged.

In consideration for exercising the option, the

Company received a three-month grace period from lease payments commencing on January 1, 2026, according to the terms in the Lease Addendum.

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

What changed 10-Q

Item 1. Financial Statements