Pluri Inc. 10-Q

Item 1A. Risk Factors. In addition to the other information set forth in this report, you should carefully consider the factor discussed below and in Part I, “Item 1A. Risk Factors” of our 2025 Annual Report, which could materially affect our business, financial condition or future results. Failure to meet Nasdaq’s continued listing requirements could result in the delisting of our common shares, negatively impact the price of our common shares and negatively impact our ability to raise additional capital. On January 20, 2026, we received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that we are not in compliance with the MVLS requirement of Nasdaq Listing Rule 5550(b)(2), which requires us to maintain a minimum of $35 million in MVLS for continued listing on The Nasdaq Capital Market, nor we are in compliance with either of the alternative listing standards, including having stockholders’ equity of at least $2.5 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. The Notice has no immediate effect on the listing or trading of our common shares, which continue to trade on The Nasdaq Capital Market under the symbol “PLUR”. Pursuant to the Notice, and in accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided with an initial period of 180 calendar days, until July 20, 2026, to regain compliance with the MVLS requirement (the “Compliance Period”). Nasdaq indicated that if, at any time during the Compliance Period, our MVLS closes at $35 million or more for a minimum of 10 consecutive business days (unless Nasdaq, in its discretion, requires a longer period, but generally no more than 20 consecutive business days), Nasdaq will provide a written confirmation that we have regained compliance and the matter will be closed. In the event we do not regain compliance within the Compliance Period, we expect that Nasdaq will provide written notification that our securities are subject to delisting. At that time, we may be eligible to appeal any delisting determination to a Nasdaq Hearings Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. We are evaluating options to regain compliance with the MVLS requirement and intend to take appropriate actions to regain compliance; however, there can be no assurance that we will be able to regain compliance with all applicable requirements or maintain compliance thereafter. If, for any reason, Nasdaq should delist our common shares from trading on its exchange and we are unable to obtain listing on another national securities exchange or take action to restore our compliance with the Nasdaq continued listing requirements, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders, including: ● The liquidity of our common shares; ● The market price of our common shares; ● Our ability to obtain financing for the continuation of our operations; ● The number of institutional and general investors that will consider investing in our common shares; ● The number of investors in general that will consider investing in our common shares; ● The number of market makers in our common shares; ● The availability of information concerning the trading prices and volume of our common shares; and ● The number of broker-dealer willing to execute trades in our common shares. 30