Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
During
the second quarter of fiscal year 2026, we issued an aggregate of 10,385 restricted common shares to certain of our service providers
as compensation in lieu of cash compensation owed to them for services rendered.
We
claimed exemption from registration under the Securities Act for the foregoing transactions under Section 4(a)(2) of the Securities
Act.
Item
6.
Exhibits.
3.1
Composite
Copy of the Company’s Articles of Incorporation as amended on March 27, 2024 (incorporated by reference to Exhibit 3.3 of our
quarterly report on Form 10-Q filed on May 9, 2024).
3.2
Amended and Restated By-Laws amended on September 10,2020 (incorporated by reference to Exhibit 3.3 of our annual report on Form 10-K filed on September 10, 2020). Certificate of Correction to the Certificate of Change, as filed by Pluri Inc. with the Secretary of State of the State of Nevada on March 28, 2024 (incorporated by reference to Exhibit 3.2 of our current report on Form 8-K filed on April 1, 2024).
3.3
Articles
of Merger between Pluristem Therapeutics Inc. and Pluri Inc. (incorporated by reference to Exhibit 3.1 of our current report on Form
8-K filed on July 25, 2022).
3.4
Certificate
of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed by Pluri Inc. with the Secretary of State of the State of
Nevada on March 27, 2024 (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on April 1, 2024)
3.5
Certificate
of Correction to the Certificate of Change, as filed by Pluri Inc. with the Secretary of State of the State of Nevada on March 28,
2024 (incorporated by reference to Exhibit 3.2 of our current report on Form 8-K filed on April 1, 2024).
4.1
Form
of Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on December 9, 2025).
10.1
Securities
Purchase Agreement, dated December 8, 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 December 9, 2025).
31.1*
Rule
13a-14(a) Certification of Chief Executive Officer.
31.2*
Rule
13a-14(a) Certification of Chief Financial Officer.
32.1**
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2**
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101*
The following materials
from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 formatted in inline XBRL (eXtensible Business
Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements
of Operations, (iii) the Interim Condensed Statements of Changes in Shareholders’ Equity, (iv) the Interim Condensed Consolidated
Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text
and in detail.
104*
Cover Page Interactive
Data File (formatted in Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith.
31
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
PLURI INC.
By:
/s/
Yaky Yanay
Yaky Yanay, Chief Executive Officer and President
(Principal Executive Officer)
Date:
February 12, 2026
By:
/s/ Liat Zalts
Liat Zalts, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date:
February 12, 2026
32
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.