Pluri Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

Pluri Inc. 8-K: New deal, sold stock. Details pending.

AI Summary

Pluri Inc. filed an 8-K on February 6, 2025, reporting on events that occurred on February 3, 2025. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. Specific details regarding the agreement, sales, or financial figures are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate activity for Pluri Inc., potentially involving new agreements and equity transactions that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution, and the entry into a material definitive agreement, the terms of which are not yet disclosed.

Key Players & Entities

• Pluri Inc. (company) — Registrant
• February 6, 2025 (date) — Filing Date
• February 3, 2025 (date) — Earliest Event Date

FAQ

Key Financial Figures

• $0.00001 — h registered Common Shares, par value $0.00001 per share PLUR The Nasdaq Capital M
• $4.61 — purchase price for each Common Share is $4.61. The Common Warrants have an exercise p
• $5.568 — mmon Warrants have an exercise price of $5.568 per share, can be exercisable immediate
• $3.5 million — fering are expected to be approximately $3.5 million. The Company intends to use the proceed

Filing Documents

• ea0229937-8k_pluri.htm (8-K) — 34KB
• ea022993701ex4-1_pluri.htm (EX-4.1) — 78KB
• ea022993701ex10-1_pluri.htm (EX-10.1) — 251KB
• 0001213900-25-010723.txt ( ) — 612KB
• plur-20250203.xsd (EX-101.SCH) — 3KB
• plur-20250203_lab.xml (EX-101.LAB) — 33KB
• plur-20250203_pre.xml (EX-101.PRE) — 22KB
• ea0229937-8k_pluri_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On February 3, 2025, Pluri Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Merchant Adventure Fund, L.P. (the "Investor"), an existing shareholder of the Company, relating to a private placement offering (the "Offering") of: (i) 759,219 common shares, par value $0.00001 per share (the "Common Shares") of the Company, and (ii) warrants (the "Common Warrants") to purchase up to 45,553 Common Shares. The purchase price for each Common Share is $4.61. The Common Warrants have an exercise price of $5.568 per share, can be exercisable immediately following the closing of the Offering and will be exercisable for 3 years following such date. The Common Warrants contain customary anti-dilution provisions. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investor and customary indemnification, registration rights and obligations of the parties. The gross proceeds to the Company from the Offering are expected to be approximately $3.5 million. The Company intends to use the proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to close on or about February 20, 2025, The securities issued with respect to the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be sold in the United States absent registration or an exemption from registration requirements of the Securities Act and such applicable This Current Report on Form 8-K shall not constitute a

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Common Warrant 10.1 Securities Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 Safe Harbor Statement This Current Report on Form 8-K contains express or implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. For example, the Company is using forward-looking statements when it discusses the expected closing of the Offering, the receipt of the proceeds and the intended use of the proceeds from the Offering. These forward-looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements about the Company: the conditions to the closing of the Offering; changes in technology and market requirements; the Company may encounter delays or obstacles in launching and/or successfully completing its clinical trials, if necessary; the Company's products may not be approved by regulatory agencies; the Company's technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; the Company may be unable to retain or attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop with the Company's processes; the Company's products may wind up being more expensive than it anticipates; results in the laboratory may not translate to equally good results in real clinical settings; the Company's patents may not be sufficient; the Company's products may harm recipients

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PLURI INC. Date: February 6, 2025 By: /s/ Liat Zalts Name: Liat Zalts Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR