UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended DecemberMarch 31, 20172024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from

__________ to __________

Commission file number 001-31392

PLURISTEM THERAPEUTICSPLURI INC.
(Exact name of registrant as specified in its charter)

Nevada 98-0351734
(State or other jurisdiction of
incorporation or organization)
 (IRSI.R.S. Employer
Identification No.)

MATAM Advanced Technology Park,
Building No. 5, Haifa, Israel  31905
3508409
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number 011-972-74-7108600

Securities registered pursuant to Section 12(b) of the Act:

011-972-74-7108607Title of each classTrading SymbolName of each exchange on which registered
(Registrant’s telephone number)Common Shares, par value $0.00001PLURThe Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act:

None.
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒     No ☐


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration was required to submit and post such files).

Yes ☒     No ☐


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerAccelerated filer☐ Non-accelerated filer☒ 
Smaller reporting company Emerging growth company  
Large accelerated filer
Accelerated filer
Non-accelerated filer (do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐     No ☒

State the number of shares outstanding of each of the issuer’s classes of common stockshares as of the latest practicable date: 110,097,0875,388,792 common shares of common stock issued and outstanding as of February 1, 2018.May 3, 2024. 

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


As of DecemberMarch 31, 2017

2024

(Unaudited)
2
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2017

U.S. DOLLARS IN THOUSANDS


(Unaudited)

(Unaudited)

INDEX

INDEX

 
Page
  
F-2 - F-31-2
  
F-43
  
F-54-5
  
F-6 - F-7
 
F-8 - F-96-7
  
F-10 - F-218-14



i

PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. Dollars in thousands (except share and per share data)
     December 31, 2017  
June 30,
2017
 
  Note  Unaudited    
ASSETS         
          
CURRENT ASSETS:         
          
Cash and cash equivalents    $8,581  $4,707 
Short-term bank deposits     15,975   6,235 
Restricted cash and short-term bank deposits     566   559 
Marketable securities 3   10,736   15,164 
Accounts receivable from the Israeli Innovation Authority (“IIA”)      172   
1,036
 
Other current assets      1,044   1,315 
Total current assets
      37,074   29,016 
             
LONG-TERM ASSETS:            
             
Long-term deposits and restricted bank deposits      403   403 
Severance pay fund      856   804 
Property and equipment, net      6,367   7,277 
Other long-term assets      33   34 
Totallong-term assets
      7,659   8,518 
             
Total assets
     $44,733  $37,534 

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. Dollars in thousands (except share and per share data)

  Note March 31,
2024
  June 30,
2023
 
ASSETS        
         
CURRENT ASSETS:        
         
Cash and cash equivalents   $7,081  $5,360 
Short-term bank deposits    18,926   34,811 
Restricted cash    273   269 
Prepaid expenses and other current assets    1,087   969 
Total current assets    27,367   41,409 
           
LONG-TERM ASSETS:          
           
Restricted bank deposits    637   627 
Severance pay fund    459   439 
Property and equipment, net    769   688 
Operating lease right-of-use asset    7,151   7,633 
Long-term deposit and other long-term assets    7   1 
Total long-term assets    9,023   9,388 
           
Total assets   $36,390  $50,797 

The accompanying notes are an integral part of thethese unaudited interim condensed consolidated financial statements.


F - 2


PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. Dollars in thousands (except share and per share data)

  Note March 31,
2024
  June 30,
2023
 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)        
         
CURRENT LIABILITIES        
         
Trade payables   $1,030  $1,812 
Accrued expenses    958   1,209 
Operating lease liability    675   627 
Accrued vacation and recuperation    810   873 
Advances from customers    101   7 
Other accounts payable    952   1,093 
Total current liabilities    4,526   5,621 
           
LONG-TERM LIABILITIES          
           
Accrued severance pay    611   598 
Operating lease liability    5,343   5,748 
Loan from the European Investment Bank (“EIB”) 4  24,065   23,530 
Total long-term liabilities    30,019   29,876 
           
COMMITMENTS AND CONTINGENCIES 3        
           
SHAREHOLDERS’ EQUITY (DEFICIT)          
           
Share capital (**): 5        
Common shares, $0.00001 par value per share: Authorized: 37,500,000 as of March 31, 2024, and June 30, 2023; Issued and outstanding: 5,228,737 and 5,155,687 shares as of March 31, 2024, and June 30, 2023, respectively    *   * 
Additional paid-in capital    414,387   412,939 
Accumulated deficit    (414,743)  (399,584)
Total shareholders’ (deficit) equity    (356)  13,355 
Non-controlling interests    2,201   1,945 
Total equity    1,845   15,300 
Total liabilities and equity   $36,390  $50,797 

(*)Less than $1
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS(**)
U.S. Dollars in thousands (except share and per share data) See note 1d regarding reverse stock split

     December 31, 2017  
June 30,
2017
 
  Note  Unaudited    
LIABILITIES AND STOCKHOLDERS’ EQUITY         
          
CURRENT LIABILITIES         
          
Trade payables    $1,808  $1,966 
Accrued expenses     1,714   1,465 
Other accounts payable     2,275   1,983 
Total current liabilities
     5,797   5,414 
            
LONG-TERM LIABILITIES           
            
Accrued severance pay     1,078   940 
Other long-term liabilities     897   929 
Total long-term liabilities
     1,975   1,869 
            
COMMITMENTS AND CONTINGENCIES 5         
             
STOCKHOLDERS’ EQUITY 6         
             
Share capital:            
    Common stock  $0.00001 par value per share:
    Authorized: 200,000,000 shares
    Issued and outstanding: 109,337,556 shares as of December 31, 2017, 96,938,789 shares as of June 30, 2017
      1   1 
Additional paid-in capital      236,767   217,822 
Accumulated deficit      (205,185)  (189,571)
Other comprehensive income      5,378   1,999 
Total stockholders' equity
      36,961   30,251 
             
Total liabilities and stockholders' equity
     $44,733  $37,534 

The accompanying notes are an integral part of thethese unaudited interim condensed consolidated financial statements.


F - 3



PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

U.S. Dollars in thousands (except share and per share data)

  Nine months ended
March 31
  Three months ended
March 31,
 
  2024  2023  2024  2023 
             
Revenues $230  $176  $71  $87 
Operating expenses:                
Research and development expenses $(10,066) $(13,412) $(3,362) $(4,333)
Less: participation by the National Institute of Allergy and Infectious Diseases (“NIAID”), the Israeli Innovation Authority (“IIA”), Horizon Europe and other parties  1,015   1,189   268   166 
Research and development expenses, net  (9,051)  (12,223)  (3,094)  (4,167)
General and administrative expenses  (7,303)  (8,655)  (2,511)  (3,020)
                 
Operating loss  (16,124)  (20,702)  (5,534)  (7,100)
                 
Interest expenses  (648)  (623)  (218)  (217)
Other financial income (expenses), net  1,290   (956)  362   (441)
Total financial income (expenses), net  642   (1,579)  144   (658)
                 
Net loss $(15,482) $(22,281) $(5,390) $(7,758)
Net loss attributed to non-controlling interest $(323) $(419) $(97) $(134)
Net loss attributed to shareholders $(15,159) $(21,862) $(5,293) $(7,624)
                 
Loss per share:                
Basic and diluted net loss per share $(2.92) $(5.04) $(1.01) $(1.52)
                 
Weighted average number of shares used in computing basic and diluted net loss per share (**)  5,193,808   4,402,130   5,221,162   4,993,451 

(**)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
U.S. Dollars in thousands (except share and per share data)See note 1d regarding reverse stock split

     
Six months ended
December 31
  
Three months ended
December 31,
 
  Note  2017  2016  2017  2016 
                
Revenues 2f  $50   -  $50   - 
Cost of revenues      (2)  -   (2)  - 
Gross profit      48   -   48   - 
Operating Expenses:                    
Research and development expenses      (11,451)  (11,512)  (6,259)  (5,481)
Less: participation by the IIA and other parties      1,136   1,312   621   279 
Research and development expenses, net      (10,315)  (10,200)  (5,638)  (5,202)
General and administrative expenses, net      (5,683)  (3,010)  (2,920)  (1,446)
Other income 7   43   -   43   - 
                     
Operating loss      (15,907)  (13,210)  
(8,467
)  
(6,648
)
                     
Financial income, net      293   276   238   38 
                     
Net loss for the period     $(15,614) $(12,934) $(8,229) $(6,610)
                     
Loss per share:                    
Basic and diluted net loss per share     $(0.15) $(0.16) $(0.08) $(0.08)
                     
Weighted average number of shares used  in computing basic and diluted net loss per share      
101,224,325
   
80,856,219
   
105,130,191
   
81,038,879
 

The accompanying notes are an integral part of thethese unaudited interim condensed consolidated financial statements.


F - 4


  PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

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

U.S. Dollars in thousands (except share and per share data) 

  Shareholders’ Equity       
  Common Shares  Additional
Paid-in
  Accumulated  Total
Shareholders’
  Non-controlling  Total 
  Shares (**)  Amount  Capital  Deficit  Equity  Interests  Equity 
Balance as of July 1, 2022  4,063,437  $      (*) $401,302  $(371,263) $30,039  $2,147  $32,186 
Share-based compensation to employees, directors, and non-employee consultants  51,104   (*)  2,224   -   2,224   718   2,942 
Issuance of common shares and warrants related to December 2022 private placement, net of issuance costs of $435  1,019,487   (*)  8,034   -   8,034   -   8,034 
Modification of warrants to non-controlling interests  -   -   (385)  -   (385)  385   - 
Expiration of warrants in Ever After  -   -   1,014   -   1,014   (1,014)  - 
Net loss  -   -   -   (21,862)  (21,862)  (419)  (22,281)
Balance as of March 31, 2023  5,134,028  $(*) $412,189  $(393,125) $19,064  $1,817  $20,881 

  Shareholders’ Equity       
  Common Shares  Additional
Paid-in
  Accumulated  Total
Shareholders’
  Non-controlling  Total 
  Shares (**)  Amount  Capital  Deficit  Equity  Interests  Equity 
Balance as of January 1, 2023  4,786,394  $       (*) $408,692  $(385,501) $23,191  $1,775  $24,966 
Share-based compensation to employees, directors, and non-employee consultants  21,912   (*)  869   -   869   176   1,045 
Issuance of common shares and warrants related to December 2022 private placement, net of issuance costs of $74  325,722   (*)  2,628   -   2,628   -   2,628 
Net loss  -   -   -   (7,624)  (7,624)  (134)  (7,758)
Balance as of March 31, 2023  5,134,028  $(*) $412,189  $(393,125) $19,064  $1,817  $20,881 

(*)Less than $1
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(**)
U.S. Dollars in thousands See note 1d regarding reverse stock split

  
Six months ended
December 31,
  
Three months ended
December 31,
 
  2017  2016  2017  2016 
Net loss $(15,614) $(12,934) $(8,229) $(6,610)
Other comprehensive income (loss), net:                
Unrealized gain (loss) on available-for-sale marketable securities, net  4,307   (999)  5,440   (1,585)
Reclassification adjustment of available-for-sale marketable securities losses realized in net loss, net  (928)  (20)  (1,006)  (16)
Other comprehensive income (loss)  3,379   (1,019)  4,434   (1,601)
Total comprehensive loss $(12,235) $(13,953) $(3,795) $(8,211)

PLURI INC. AND ITS SUBSIDIARIES

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

U.S. Dollars in thousands (except share and per share data)

  Shareholders’ Equity (Deficit)       
  Common Shares  Additional Paid-in  Accumulated  Total Shareholders’  Non- controlling  Total 
  Shares (**)  Amount  Capital  Deficit  Equity (Deficit)  Interests  Equity 
Balance as of July 1, 2023  5,155,687  $       (*) $412,939  $(399,584) $13,355  $1,945  $15,300 
Share-based compensation to employees, directors, and non-employee consultants  73,050   (*)  1,448   -   1,448   579   2,027 
Net loss  -   -   -   (15,159)  (15,159)  (323)  (15,482)
Balance as of March 31, 2024  5,228,737  $(*) $414,387  $(414,743) $(356) $2,201  $1,845 

  Shareholders’ Equity (Deficit)       
  Common Shares  Additional Paid-in  Accumulated  Total Shareholders’  Non- controlling  Total 
  Shares (**)  Amount  Capital  Deficit  Equity (Deficit)  Interests  Equity 
Balance as of January 1, 2024  5,210,003  $       (*) $413,849  $(409,450) $4,399  $2,218  $6,617 
Share-based compensation to employees, directors, and non-employee consultants  18,734   (*)  538   -   538   80   618 
Net loss  -   -   -   (5,293)  (5,293)  (97)  (5,390)
Balance as of March 31, 2024  5,228,737  $(*) $414,387  $(414,743) $(356) $2,201  $1,845 

(*)Less than $1
(**) See note 1d regarding reverse stock split

The accompanying notes are an integral part of thethese unaudited interim condensed consolidated financial statements.


F - 5


PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

INTERIM CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
U.S. Dollars in thousands (except share and per share data)

  Common Stock  Additional Paid-in  Accumulated Other Comprehensive  Accumulated  Total Stockholders’ 
  Shares  Amount  Capital  Income (Loss)  Deficit  Equity 
Balance as of July 1, 2016  80,268,999  $1  $198,432  $1,480  $(161,757) $38,156 
Exercise of options by employees  6,000   (*)  4   -   -   4 
Stock-based compensation to employees, directors
  and non-employee consultants
  1,030,952   (*)  907   -   -   907 
Other comprehensive loss, net  -   -   -   (1,019)  -   (1,019)
Net loss  -   -   -   -   (12,934)  (12,934)
                         
Balance as of December 31, 2016 (unaudited)
  81,305,951  $1  $199,343  $461  $(174,691) $25,114 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. Dollars in thousands (except share and per share data) 

(*)  Less than $1


  Nine months ended
March 31,
 
  2024  2023 
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
       
Net loss $(15,482) $(22,281)
         
Adjustments to reconcile net loss to net cash used in operating activities:        
         
Depreciation  192   285 
Share-based compensation to employees, directors and non-employee consultants  2,027   2,942 
Increase in prepaid expenses, other current assets and other long-term assets  (124)  (510)
Decrease in trade payables  (742)  (393)
Decrease in other accounts payable and accrued expenses  (455)  (1,135)
Increase in advances from customers  94   7 
Increase (decrease) in operating lease right-of-use asset and liability, net  125   (2)
Decrease (increase) in interest receivable on deposits  218   (786)
Effect of exchange rate changes on cash, cash equivalents, deposits and restricted cash  (89)  278 
Long term interest payable and exchange rate differences relate to EIB loan  535   1,668 
Accrued severance pay, net  (7)  (33)
Net cash used for operating activities $(13,708) $(19,960)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
         
Purchase of property and equipment $(313) $(165)
Proceeds from short-term deposits, net  15,702   5,539 
Net cash provided by investing activities $15,389  $5,374 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Issuance of common shares and warrants, net of issuance costs  -   8,034 
Net cash provided by financing activities $-  $8,034 

The accompanying notes are an integral part of thethese unaudited interim condensed consolidated financial statements.


F - 6



PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

INTERIM CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
U.S. Dollars in thousands (except share and per share data)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. Dollars in thousands (except share and per share data) 

  Common Stock  Additional Paid-in  Accumulated Other Comprehensive  Accumulated  Total Stockholders’ 
  Shares  Amount  Capital  Income  Deficit  Equity 
Balance as of July 1, 2017  96,938,789  $1  $217,822  $1,999  $(189,571) $30,251 
Exercise of options by employees  5,000   -   5   -   -   5 
Stock-based compensation to employees, directors
  and non-employee consultants
  1,731,024   (*)  3,108   -   -   3,108 
Issuance of common stock under At-The Market
  (“ATM”) Agreement, net of issuance costs
  of $80 (Note 6a)
  834,040   (*)  1,026   -   -   1,026 
Issuance of common stock, net of issuance costs
  of $1,405 (Note 6b)
  9,000,000   (*)  13,646   -   -   13,646 
Exercise of warrants by investors (Note 6c)
  828,703   (*)  1,160   -   -   1,160 
Other comprehensive income, net  -   -   -   3,379   -   3,379 
Net loss  -   -   -   -   (15,614)  (15,614)
                         
Balance as of December 31, 2017 (unaudited)
  109,337,556  $1  $236,767  $5,378  $(205,185) $36,961 

  Nine months ended
March 31,
 
  2024  2023 
       
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH $54  $(278)
         
Increase (decrease) in cash, cash equivalents and restricted cash  1,735   (6,830)
Cash, cash equivalents and restricted cash at the beginning of the period  6,256   11,413 
Cash, cash equivalents and restricted cash at the end of the period $7,991  $4,583 
         
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets:        
Cash and cash equivalents  7,081   3,677 
Restricted cash  273   273 
Long-term restricted bank deposits  637   633 
Total cash, cash equivalents, restricted cash and restricted bank deposits $7,991  $4,583 
         
(a) Supplemental disclosure of non-cash activities:        
Purchase of property and equipment on credit $34  $87 
Accrued expenses related to issuance of common shares and warrants  100   - 
Lease liabilities arising from obtaining right-of-use assets $82  $- 
   216   87 

(*)  Less than $1

The accompanying notes are an integral part of thethese unaudited interim condensed consolidated financial statements.


F - 7


PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. Dollars in thousands (except share and per share amounts)

NOTE 1: - GENERAL

 
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. Dollars in thousands
  Six months ended December 31, 
  2017  2016 
CASH FLOWS FROM OPERATING ACTIVITIES:      
       
Net loss $(15,614) $(12,934)
         
Adjustments to reconcile net loss to net cash used in operating activities:        
         
Depreciation  1,023   1,110 
Gain from sale of property and equipment, net  -   (4
Accretion of discount, amortization of premium and changes in accrued interest of marketable securities  12   (154
 Gain from sale of investments of available-for-sale marketable securities  (928  (20
 Other-than-temporary loss of available-for-sale marketable securities  850   - 
Stock-based compensation to employees, directors and non-employees consultants  3,108   907 
Decrease in accounts receivable from the IIA  864   1,941 
Decrease (increase) in other current and long-term assets  272   (105)
Increase (decrease) in trade payables  (86)  160 
Increase (decrease) in other accounts payable, accrued expenses and other long-term liabilities  421   (588
 Increase in interest receivable on short-term deposits  (28)  - 
Linkage differences and interest on short and long-term  deposits and restricted bank deposits  2   (1)
Accrued severance pay, net  86   (11)
Net cash used by operating activities $(10,018) $(9,699)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
         
Purchase of property and equipment $(185) $(273)
Proceeds from sale of property and equipment  -   6 
Repayment of (investment in) short-term deposits  (9,721)  8,542 
Proceeds from sale of available-for-sale marketable securities  9,010   3,813 
Proceeds from redemption of available-for-sale marketable securities  9   280 
Investment in available-for-sale marketable securities  (1,146)  (1,562)
Net cash provided by (used in) investing activities $(2,033) $10,806 
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
F - 8

PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. Dollars in thousands
  Six months ended December 31, 
  2017  2016 
CASH FLOWS FROM FINANCING ACTIVITIES:      
       
Proceeds related to issuance of common stock, net of issuance costs $14,672  $- 
Exercise of warrants and options  1,165   4 
Proceeds with respect to BIRD liability  88   - 
Net cash provided by financing activities $15,925  $4 
         
Increase in cash and cash equivalents  3,874   1,111 
Cash and cash equivalents at the beginning of the period  4,707   6,223 
Cash and cash equivalents at the end of the period $8,581  $7,334 
         
(a) Supplemental disclosure of cash flow activities:        
Cash paid during the period for:        
Taxes paid due to non-deductible expenses $6  $16 
         
  (b) Supplemental disclosure of non-cash activities:        
  Purchase of property and equipment on credit $16  $36 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
F - 9

PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except share and per share amounts)

NOTE 1:-GENERAL
a.Pluri Inc. (formally known as Pluristem Therapeutics Inc.), a Nevada corporation, was incorporated on May 11, 2001. Pluristem TherapeuticsPluri Inc.’s common shares trade on Nasdaq Capital Market and Tel Aviv Stock Exchange under the symbol “PLUR”. Pluri Inc. has a wholly owned subsidiary, Pluri-Biotech Ltd. (formerly known as Pluristem Ltd.) (the “Subsidiary”), which is incorporated under the laws of the State of Israel. Pluristem Therapeutics Inc. andIn January 2020, the Subsidiary established a wholly owned subsidiary, Pluristem GmbH (the “German Subsidiary”) which is incorporated under the laws of Germany. In January 2022, the Subsidiary established a new subsidiary, Ever After Foods Ltd. (“Ever After”) formerly known as Plurinuva Ltd. Ever After is incorporated under the laws of Israel, which followed the execution of the collaboration agreement with Tnuva Food Industries – Agricultural Cooperative in Israel Ltd., through its fully owned subsidiary, Tnuva Food-Tech Incubator (2019), Limited Partnership (“Tnuva”). Pluri Inc., the Subsidiary, the German Subsidiary and Ever After are referred to as the “Company” or “Pluristem”.“Pluri.” The Subsidiary, the German Subsidiary and Ever After are referred to as the “Subsidiaries.”
The Company’s shares of common stock are traded on the NASDAQ Capital Market under the symbol “PSTI” and on the Tel-Aviv Stock Exchange under the symbol “PLTR”.

b.b.The Company is a bio-therapeuticsbio-technology company developing placenta-basedwith an advanced cell-based technology platform, which operates in one operating segment. The Company has developed a unique three-dimensional technology platform for cell therapy product candidatesexpansion with an industrial scale in-house Good Manufacturing Practice cell manufacturing facility. Pluri currently uses its technology in the field of regenerative medicine, food tech and agtech and recently launched a Contract Development and Manufacturing Organization (“CDMO”) business, and plans to utilize its technology in other industries and verticals that have a need for a mass scale and cost-effective cell expansion platform. Pluri is focused on the treatmentresearch, development and manufacturing of multiple ischemiccell-based products and inflammatory conditions. the business development of cell therapeutics and cell-based technologies providing potential solutions for various industries.

c.

The Company has incurred an accumulated deficit of approximately $205,185$414,743 and incurred recurring operating losses and negative cash flows from operating activities since inception. As of DecemberMarch 31, 2017,2024, the Company’s total stockholders'shareholders’ equity deficit amounted to $36,961.$356. During the nine-month period ended March 31, 2024, the Company incurred losses of $15,482 and its negative cash flow from operating activities was $13,708.

As of March 31, 2024, the Company’s cash position (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $26,917.

The Company plans to continue to finance its operations from its current resources, by entering into licensing or other commercial, and collaboration agreements, by providing CDMO services to clients, from grants and contracts to support its research and development activities and from sales of its equity securities. The Company’s management believes that its current resources, together with its existing operating plan, are sufficient for the Company to meet its obligations as they come due at least for a period of twelve months from the date of the issuance of these condensed consolidated financial statements. There is no assurance, however, that the Company will be able to obtain the adequate level of financial resources that is required for the long-term development and commercialization of its products.

During the six month period ended December 31, 2017, the Company incurred operating losses of $15,907 and its negative cash flow from operating activities was $10,018. 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 and clinical trials activities.
As of December 31, 2017, the Company's cash position (cash and cash equivalents, short-term bank deposits and marketable securities) totaled approximately $35,292. 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 ability to successfully carry out its business plan, which includes a cost-reduction plan should it be unable to raise sufficient additional capital, is primarily dependent upon its ability to (1) obtain sufficient additional capital, (2) enter into license agreements to use or commercialize the Company’s products and (3) receive other sources of funding, including non-diluting sources such as the IIA grants, the European Union's Horizon 2020 program (“Horizon 2020”) grants and other grants. There are no assurances, 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.
According to management estimates, liquidity resources as of December 31, 2017, together with the proceeds received from the sale of shares of CHA Biotech Co. Ltd. (“CHA”) after the balance sheet date (See Note 1c) and the issuance of shares under the At Market Issuance Sales Agreement (See Note 6), will be sufficient to maintain the Company's operations into the fourth quarter of the Company's fiscal year 2019. The Company's inability to raise funds to carry out its business plan will have a severe negative impact on its ability to remain a viable company.

c.License Agreement:d.

Reverse stock split

In March 2024, the Company’s Board of Directors approved a 1-for-8 reverse stock split of the Company’s (a) authorized common shares; and (b) issued and outstanding common shares. The reverse stock split became effective on April 1, 2024, subsequent to the balance sheet date. All common shares, options, warrants and securities convertible or exercisable into common shares, as well as loss per share, have been adjusted to give retroactive effect to this reverse stock split for all periods presented.


CHA Agreement

On June 26, 2013, Pluristem entered into an exclusive license and commercialization agreement (the “CHA Agreement”) with CHA, for conducting clinical trials and commercialization of Pluristem's PLX-PAD product in South Korea in connection with two indications: the treatment of Critical Limb Ischemia (“CLI”), and Intermediate Claudication (collectively with CLI, the “Indications”). Under the terms of the CHA Agreement, CHA will receive exclusive rights in South Korea for conducting clinical trials with respect to the Indications and the Company will continue to retain rights to its proprietary manufacturing technology and cell-related intellectual property.

F - 10

PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. Dollars in thousands (except share and per share amounts)

NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES

 
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except share and per share amounts)
NOTE 1:-GENERAL (CONT.)

The first clinical study as part of the CHA Agreement is a Phase II trial in Intermittent Claudication. South Korea’s Ministry of Food and Drug Safety approved this study in November 2013.

Upon the first regulatory approval for a PLX product in South Korea, for the specified Indications, Pluristem and CHA will establish an equally owned joint venture. The purpose of the joint venture will be to commercialize PLX cell products in South Korea.

Pluristem will be able to use the data generated by CHA to pursue the development of PLX product candidates outside of South Korea.

The CHA Agreement contains customary termination provisions, including in the event the parties do not reach an agreement upon development plan for conducting the clinical trials. Upon termination of the CHA Agreement, the license granted thereunder will terminate and all rights included therein will revert to the Company, and the Company will be free to enter into agreements with any other third parties for the granting of a license in or outside South Korea or to deal in any other manner with such rights as it shall see fit at its sole discretion.

In addition, and as contemplated by the CHA Agreement, in December 2013, Pluristem and CHA executed the mutual investment pursuant to which Pluristem issued 2,500,000 shares of its common stock in consideration for 1,011,504 shares of CHA, which reflects total consideration to each of Pluristem and CHA of approximately $10,414. The parties also agreed to give an irrevocable proxy to the other party’s management with respect to the voting power of the shares issued.

During March 2015, the Company sold a portion of the CHA shares received in December 2013.

The remaining investment in CHA shares is presented as “Marketable Securities” and classified as available-for-sale in accordance with Accounting Standards Codification (“ASC”) 320, “Investments - Debt and Equity Securities”. The fair value of the remaining investment in CHA's shares as of December 31, 2017, is approximately $8,440.

In January 2018, subsequent to the balance sheet date, the Company sold its remaining investment in CHA, for aggregate net proceeds of approximately $10,500, representing a net gain of $6,200 that was recognized as financial income.

NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES
a.Unaudited Interim Financial Information

The accompanying interim unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"(“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. 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 presentationstatement have been included (consisting only of normal recurring adjustments except as otherwise discussed)adjustments).

F - 11

PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except share and per share amounts)
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)
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, 2017.
2023. The year-end balance sheet data was derived from the audited consolidated financial statements as of June 30, 2023, but not all disclosures required by GAAP are included.

Operating results for the three and six month periodsnine-month period ended DecemberMarch 31, 2017,2024, are not necessarily indicative of the results that may be expected for the year ending June 30, 2018.

2024.

b.b.Significant Accounting Policies

The significant accounting policies followed in the preparation of these interim unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.

c.c.Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments and assumptions that are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

d.d.Fair value of financial instruments

The carrying amounts of the Company'sCompany’s financial instruments, including cash and cash equivalents, restricted cash, short-term bank deposits, long-term bank deposit and restricted bank deposits accounts receivable and other current assets, trade payable and other accounts payable and accrued expenses, and other liabilities, approximate their fair value because of their generally short termshort-term maturities.

The Company measures its investments in marketable securities and derivative instruments at fair value under ASC 820,Accounting Standards Codification (“ASC”), “Fair Value Measurements and Disclosures” (“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. 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:

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

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

Level 3 - Unobservable inputs for the asset or liability.

Level 1

PLURI INC. AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. Dollars in thousands (except share and per share amounts)

NOTE 2: - Quoted prices (unadjusted) in active markets for identical assets or liabilities;SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Level 2 - Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 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. The Company categorized each of its fair value measurements in one of these three levels of hierarchyhierarchy.

On April 30, 2020, the German Subsidiary entered into a finance contract (the “Finance Contract”) with the EIB, pursuant to which the German Subsidiary can obtain a loan in the amount of up to €50 million, subject to certain milestones being reached (the “Loan”).

During June 2021, Pluri received €20 million under the Finance Contract. The amount received is due on June 1, 2026, and bears annual interest of 4% to be paid with the principal of the Loan.

The Company measures its liability pursuant to the Finance Contract with the EIB based on the aggregate outstanding amount of the combined principal and accrued interest thereunder. As of March 31, 2024, the Company does not reflect its liability for future royalty payments pursuant to the Finance Contract with the EIB since the accrual liability pertaining to royalties to EIB is immaterial (see Notealso note 4).

F - 12

PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY

 
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSe.
U.S. Dollars in thousands (except share and per share amounts)New Accounting Pronouncements
NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (CONT.)
e.Derivative financial instruments
The Company accounts for derivatives and hedging based on ASC 815, “Derivatives and hedging” (“ASC 815”), as amended and related interpretations. ASC 815 requires the Company to recognize all derivatives on the balance sheet at fair value. If a derivative meets the definition of a hedge and is so designated, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings (for fair value hedge transactions) or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings (for cash flow hedge transactions).
The ineffective portion of a derivative's change in fair value is recognized in earnings. If a derivative does not meet the definition of a hedge, the changes in the fair value are included in earnings. Cash flows related to such hedges are classified as operating activities. The Company enters into forward exchange contracts and option contracts in order to limit the exposure to exchange rate fluctuation associated with expenses mainly incurred in New Israeli Shekels (“NIS”). Since the derivative instruments that the Company holds do not meet the definition of hedging instruments under ASC 815, any gain or loss derived from such instruments is recognized immediately as "financial income, net".
The Company measured the fair value of the contracts in accordance with ASC 820. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. As of December 31, 2017 the fair value of the options contracts were approximately$ 77, presented in “other current assets” (see Note 4). The net losses recognized in “Financial income, net” during the three and six month periods ended December 31, 2017 and 2016, were )$(74, ($217) and )$(131, ($66), respectively.
f.Recently Adopted Accounting Standards
ASC Topic 606, "Revenue from Contracts with Costumers" (ASC 606):
The Company adopted ASC 606 on July 1, 2017, using the modified retrospective transition method. Prior periods were not retrospectively adjusted. As the Company did not have any contracts with customers that were not completed as of June 30, 2017, the adoption of ASC 606 did not, and does not, have a material impact on the Company's consolidated financial statements, including the presentation of revenues in our consolidated statements of operations upon adoption.
Revenue Recognition from sales of products;
Revenues are recognized when control of the promised goods is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods.
The Company's contract with the customer includes one type of product and thus has only one performance obligation, which is the transfer of control of the product. The Company's PLX cells have an alternative use and, as such, the performance obligation is considered to be satisfied at a point in time where the customer obtains control over the product.
F - 13

PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY

 
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSi.
U.S. Dollars in thousands (except share and per share amounts)Recently adopted accounting pronouncements
NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (CONT.

ASU No. 2016-13 - “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”)

:

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11 - Earnings Per Share (Topic 260);

Distinguishing Liabilities from Equity (Topic 480); Derivatives 2016-13, which changes the impairment model for most financial assets and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception  (“ASU No. 2017-11”):
In July 2017, the Financial Accounting Standards Board (“ FASB”) issued ASU No. 2017-11. The ASU was issued to address the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrantsinstruments. For trade and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The Company was an early adopter of ASU No. 2017-11 as of July 1, 2017. The adoption of ASU No. 2017-11 does not have a material impact on the Company's consolidated financial statementsreceivables, held-to-maturity debt securities, loans, and related disclosures.
g.Recently Issued Accounting Pronouncements
ASU 2016-02 - Leases (Topic 842):
In February 2016, the FASB issued guidance on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is alsoother instruments, entities are required to recorduse a right-of-use asset and a lease liabilitynew forward-looking “expected loss” model that generally results in the earlier recognition of allowances for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. Topic 842 supersedes the previous leases standard, ASC 840, “Leases”.losses. The guidance is effective for the interim and annual periods beginning on or after December 15, 2018. Early adoption is permitted.also requires increased disclosures. The Company is currently evaluating the potential effect of the guidance on its consolidated financial statements.
amendments contained in ASU 2016-15 - Statement of Cash Flows (Topic 230):
In August 2016, the FASB issued ASU No. 2016-15, which addresses the classification of eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 will be2016-13 were originally effective for fiscal years beginning after December 15, 2017,2019, including interim periods within those fiscal years for the Company. In November 2019, the FASB issued ASU No. 2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission (“SEC”) rules) to fiscal years beginning after December 15, 2022, including interim periods.

The guidance requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company meets the SEC definition of a smaller reporting company and adopted the new accounting standard effective July 1, 2023. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

ii.Recently issued accounting pronouncements, not yet adopted

ASU No. 2023-07 - “Segment Reporting (Topic 280): Improvements to reportable segment disclosures” (“ASU 2023-07”):

In November 2023, the FASB issued ASU 2023-07. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition of other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for the fiscal year beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied 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.


PLURI INC. AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. Dollars in thousands (except share and per share amounts)

NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (CONT.)

ASU No. 2023-09 - “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”):

In December 2023, the 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 investor requests for enhanced income tax information primarily through changes to the rate reconciliation and regarding income tax paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective 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 potential impact of the guidanceit may have on its consolidated financial statements.statements disclosures.

F - 14


PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except share and per share amounts)

NOTE 3:- MARKETABLE SECURITIES


As of December 31, 2017, all of the Company’s marketable securities were classified as available-for-sale.
  December 31, 2017  June 30, 2017 
  
Amortized cost
  
Gross
unrealized
gain
  
Gross
unrealized
loss
  Other-than-temporary impairment  
Fair
value
  Amortized cost  
Gross
unrealized
gain
  
Gross
unrealized
loss
  Other-than-temporary impairment  
Fair
value
 
Available-for-sale - matures within one year:
                              
Stock and index linked notes
 $6,208  $5,378  $-  $(850) $10,736  $11,988  $2,014  $(47) $(767) $13,188 
Government debentures – fixed interest rate
  -   -   -   -   -   157   1   -   -   158 
Corporate debentures – fixed interest rate
  -   -   -   -   -   47   1   -   -   48 
  $6,208  $5,378  $-  $(850) $10,736  $12,192  $2,016  $(47) $(767) $13,394 
Available-for-sale - matures after one year through five years:
                                        
Government debentures – fixed interest rate
  -   -   -   -   -   468   23   -   -   491 
Corporate debentures – fixed interest rate
  -   -   -   -   -   1,255   7   (1)  -   1,261 
  $-  $-  $-  $-  $-  $1,723  $30  $(1) $-  $1,752 
Available-for-sale - matures after five years through ten years:
                                        
Corporate debentures – fixed interest rate
  -   -   -   -   -   17   1   -   -   18 
  $-  $-  $-  $-  $-  $17  $1  $-  $-  $18 
Total
 $6,208  $5,378  $-  $(850) $10,736  $13,932  $2,047  $(48) $(767) $15,164 
F - 15

PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except share and per share amounts)

NOTE 3:- MARKETABLE SECURITIES (CONT.)

The Company typically invests in highly-rated securities. When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company's intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment's amortized cost basis.

The Company recognized other-than-temporary impairment losses on outstanding securities during the six month period ended December 31, 2017 of $850.

During January 2018, after the balance sheet date, the Company sold all its investment in its marketable securities.
NOTE 4:- FAIR VALUE OF FINANCIAL INSTRUMENTS
  December 31, 2017 (Unaudited)  June 30, 2017 
  Level 1  Level 2  Level 1  Level 2 
Marketable securities
 $8,440  $2,296  $10,523  $4,641 
Foreign currency derivative instruments
  -   77   -   295 
Total financial assets
 $8,440  $2,373  $10,523  $4,936 
NOTE 5: - COMMITMENTS AND CONTINGENCIES

a.a.As of DecemberMarch 31, 2017,2024, an amount of $965$910 of cash and deposits was pledged by the Subsidiary for bank guarantees related to its facility operating lease agreement and to secure the derivatives and hedging transactions,its credit line and bank guarantees.for hedging transactions.

b.b.Under the Law for the Encouragement of Industrial Research and Development, 1984, (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. Regulations under the Research Law generally provide for the payment of royalties to the IIA of 3% on sales of products and services derived from a technology developed using these grants until 100% of the U.S. dollar-linked grant is repaid. The Company’s obligation to pay these royalties is contingent on its actual sale of such products and services. In the absence of such sales, no payment is required. OutstandingThe outstanding balance of the grants will be subject to interest at a rate equal to the 12 month12-month LIBOR (from January 1, 2024, to the 12-month SOFR) applicable to U.S. dollar deposits that is published on the first business day of each calendar year. Following the full repayment of the grant, there is no further liability for royalties.
Through December 31, 2017, total grants obtained from the IIA aggregated to approximately $25,974 and total royalties paid and accrued amounted to $168.

As of DecemberMarch 31, 2017,2024, the Company'sCompany’s contingent liability in respect to royalties to the IIA amounted to $25,806,$27,746, not including LIBOR (from January 1, 2024, SOFR) interest as described above.

F - 16

PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY

 
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except share and per share amounts)
NOTE 5: - COMMITMENTS AND CONTINGENCIES (CONT.)
c.In July 2017, the Company was awarded an additional “Smart Money” grant of approximately $229 from Israel’s Ministry of Economy and Industry to facilitate certain marketing and business development activities in the Chinese market, including Hong Kong, with its advanced cell therapy products.
The Israeli government granted the Company budget resources that are intended to be used to advance the Company’s product candidate towards marketing in the China-Hong Kong markets. The Company will also receive close support from Israel’s trade representatives stationed in China, including Hong Kong, along with experts appointed by the Smart Money program. As part of the program, the Company will repay royalties of 5% from the Company’s revenues in the region for a five year period, beginning the year in which the Company will not be entitled to reimbursement of expenses under the program and will be spread for a period of up to 5 years or until the amount of the grant is fully paid.
Through December 31, 2017, the aggregate amount of grants obtained from the Smart Money program was approximately $9. No royalties were paid or accrued. As of December 31, 2017, the Company's contingent liability with respect to royalties for the “Smart Money” program was $9.
d.In September 2017, the Company signed an agreement with the Tel-Aviv Sourasky Medical Center (Ichilov Hospital) to conduct a Phase I/II trial of PLX-PAD cell therapy for the treatment of Steroid-Refractory Chronic Graft-Versus-Host-Disease (“GvHD”cGVHD”). 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 cGVHD, with a maximum aggregate royalty amount of approximately $500.

d.As to royalties to the EIB, see note 4.

As part

NOTE 4: - LOAN FROM THE EIB

On April 30, 2020, the German Subsidiary entered into a Finance Contract with the EIB, pursuant to which the German Subsidiary can obtain a loan in the amount of up to €50 million, subject to certain milestones being reached, for a period of 36 months from the signing of the agreementFinance Contract.

During June 2021, Pluri received €20 million of the Finance Contract. The amount received is due on June 1, 2026, and bears annual interest of 4% to be paid with the Tel-Aviv Sourasky Medical Center (Ichilov Hospital),principal of the Loan. As of March 31, 2024, the linked principal balance in the amount of $21,620 and the interest accrued in the amount of $2,445 are presented among long-term liabilities. Since the project period ended on December 31, 2022, the Company will paydoes not expect to receive additional funds pursuant to the Finance Contract.

In addition to interest payable on the Loan, the EIB is entitled to receive royalties from revenues for a period of 1% fromseven years starting at the beginning of fiscal year 2024 and continuing up to and including its net salesfiscal year 2030 in an amount equal to between 0.2% to 2.3% of the PLX-PAD product relatingCompany’s consolidated revenues, pro-rated to GvHD,the amount disbursed from the Loan. As of March 31, 2024, the accrual liability pertaining to royalties to EIB is immaterial.

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 a maximum aggregate royalty amount of approximately $250.other banks and financing entities for other loans.

NOTE 6: - STOCKHOLDERS' EQUITY
a.Pursuant to a shelf registration on Form S-3 declared effective by the Securities and Exchange Commission on June 23, 2017, in July 2017 the Company entered into an At Market Issuance Sales Agreement (“ATM Agreement”) with FBR Capital Markets & Co., MLV & Co. LLC and Oppenheimer & Co. Inc. (collectively, the “Agents”), which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of common stock having an aggregate offering price of up to $80,000 through the Agents acting as sales agent. During the six month period ended December 31, 2017, the Company sold 834,040 shares of common stock under the ATM Agreement at an average price of $1.33 per share. The Company raised approximately $1,026, net of issuance expenses of $80, under the ATM Agreement.

b.On October 31, 2017, the Company completed a public offering in Israel, pursuant to the Company’s existing shelf registration statement on Form S-3 in the United States and a shelf registration statement filed in Israel, pursuant to which the Company raised aggregate gross proceeds of $15,051 through the sale of 9,000,000 shares of the Company’s common stock at a purchase price of NIS 5.90 (approximately $1.67) per share. The net proceeds, after deducting fees and expenses related to the offering, were approximately $13,646.

F - 17

PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. Dollars in thousands (except share and per share amounts)

NOTE 5: - SHAREHOLDERS’ EQUITY

Between December 13, 2022 and December 27, 2022, the Company entered into a series of securities purchase agreements with several purchasers for an aggregate of 1,019,488 common shares and warrants, (the “Warrants”) to purchase up to 1,019,488 common shares (the “December 2022 Private Placement”). On December 13, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $8.24 per share, up to 697,486 common shares and Warrants to purchase up to 697,486 common shares, with an exercise price of $8.24 per share and a term of three years. On December 14, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $8.4 per share, up to 258,565 common shares and Warrants to purchase up to 258,565 common shares, with an exercise price of $8.4 per share and a term of three years. On December 15, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $8.48 per share, up to 29,688 common shares and Warrants to purchase up to 29,688 common shares, with an exercise price of $8.48 per share and a term of three years. On December 19, 2022, the Company executed a securities purchase agreement to sell, at a purchase price of $8.72 per share, up to 16,875 common shares and Warrants to purchase up to 16,875 common shares, with an exercise price of $8.72 per share and a term of three years. On December 27, 2022, the Company executed a securities purchase agreement to sell, at a purchase price of $8.96 per share, up to 16,875 common shares and Warrants to purchase up to 16,875 common shares, with an exercise price of $8.96 per share and a term of three years. The Warrants sold in the December 2022 Private Placement are exercisable upon the later of six months from their issuance date, or from the date the Company increased its authorized shares. The Company issued 1,019,488 common shares and Warrants that relate to the December 2022 Private Placement and received $8,034 as of that date net of $435 from issuance expenses.

On August 31, 2023, and as amended and restated as of October 9, 2023, Ever After entered into a Simple Agreement for Future Equity (the “SAFE Agreement”) with an investor. Pursuant to the terms of the SAFE Agreement, Ever After will receive an aggregate amount of $2,500 (the “SAFE Amount”). As of December 31, 2023, the SAFE Agreement had been terminated and the SAFE Amount was not received.

Pursuant to a shelf registration on Form S-3 declared effective by the SEC on September 21, 2023, on February 13, 2024 the Company entered into an Open Market Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) which provides that, upon the terms and subject to the conditions and limitations in the Sales Agreement, the Company may elect, from time to time, to offer and sell common shares having an aggregate offering price of up to $10,000 through A.G.P. acting as sales agent. During April 2024, and after the balance sheet date, the Company sold 42,729 common shares under the Sales Agreement at an average price of $5.93 per share.

 
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except share and per share amounts)
NOTE 6: - STOCKHOLDERS' EQUITY (CONT.)

c.a.Through the six month period ended December 31, 2017, a total of 828,703 warrants were exercised by investors at an exercise price of $1.40 per share, resulting in the issuance of 828,703 shares of common stock for net proceeds of approximately $1,160.

d.Options, warrants, restricted stock (“RS”) and restricted stock units (“RSU”) to employees, directors and consultants:
1.Options to employees and directors:consultants:
The Company accounts for its options to employees and directors under the fair value method in accordance with ASC 718, “Compensation—Stock Compensation”.

A summary of the Company’s activity for options granted to employees and directors under its 2005 incentive option plan is as follows:

  Six months ended December 31, 2017 (Unaudited) 
  Number  Weighted Average Exercise Price  Weighted Average Remaining Contractual Terms (in years)  Aggregate Intrinsic Value Price 
Options outstanding at beginning of period
  815,650  $2.98       
Options exercised
  
(5,000
) $1.04       
Options forfeited
  
(450,150
) $4.86       
Options outstanding at end of the period
  360,500  $0.643   0.820  $266 
Options exercisable at the end of the period
  360,500  $0.643   0.820  $266 
Options vested
  360,500  $0.643   0.820  $266 
Intrinsic value of exercisable options (the difference between the Company’s closing stock price on the last trading day in the period and the exercise price, multiplied by the number of in-the-money options) represents the amount that would have been received by the employees and directors option holders had all option holders exercised their options on December 31, 2017. This amount changes based on the fair market value of the Company’s common stock.

F - 18

PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except share and per share amounts)
NOTE 6: - STOCKHOLDERS' EQUITY (CONT.)

d.Options, warrants, restricted stock (“RS”) and restricted stock units (“RSU”) to employees, directors and consultants (cont.):

2.Options to non-employees:
The Company accounts for its options to non-employees under the fair value method in accordance with ASC 718, “Compensation—Stock Compensation”. A summary of the options to non-employee consultants under its 2005 and 2016equity incentive option plans of Pluri Inc. is as follows:
  Six months ended December 31, 2017 (Unaudited) 
  Number  Weighted Average Exercise Price  Weighted Average Remaining Contractual Terms (in years)  Aggregate Intrinsic Value Price 
Options outstanding at beginning of period
  177,200  $0.72       
Options granted
  47,400  $0.00       
Options forfeited
  (15,000 $4.38       
Options outstanding at end of the period
  209,600  $0.30   5.46  $275 
                 
Options exercisable at the end of the period
  173,825  $0.36   4.54  $209 
Options vested  and expected to vest
  209,600  $0.30   5.46  $275 

  Nine months ended March 31, 2024 
  Number (**)  Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Terms
(in years)
  Aggregate
Intrinsic
Value
Price
 
Share options outstanding at the beginning of the period  8,100  $7.44   6.24  $234 
Share options granted  9,375   4.40   4.81   156 
Share options outstanding at the end of the period  17,475  $5.80   5.12  $390 
Share options exercisable at the end of the period  8,100  $7.41   5.49  $234 
Share options unvested at the end of the period  9,375   4.40   4.81   156 

(**)See note 1d regarding reverse stock split

Compensation expenses recorded in general and administrative expenses related to options granted to consultants for the nine months ended March 31, 2024 and 2023 were $5 and $5, respectively. Compensation expenses recorded as follows:in general and administrative expenses related to options granted to consultants for the three months ended March 31, 2024 and 2023 were $4 and $1, respectively.


  Six months ended December 31,  Three months ended December 31, 
  2017  2016  2017  2016 
  (Unaudited)  (Unaudited) 
Research and development expenses
 $6  $3  $3  $3 
General and administrative expenses
 $28  $14  $13  $14 
  $34  $17  $16  $17 


F - 19

PLURISTEM THERAPEUTICS

PLURI INC. AND ITS SUBSIDIARYSUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. Dollars in thousands (except share and per share amounts)

NOTE 5: - SHAREHOLDERS’ EQUITY (CONT.)

 
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSb.
U.S. Dollars in thousands (except shareOptions to the Chief Executive Officer and per share amounts)Director:
NOTE 6: - STOCKHOLDERS' EQUITY (CONT.)

A summary of the share options granted to the Chief Executive Officer and Director under equity incentive plans of Pluri Inc. is as follows: 

  Nine months ended March 31, 2024 
  Number (**)  Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Terms
(in years)
 
Share options outstanding at the beginning of the period  229,353  $15.20   3.47 
Share options granted  12,500   6.08   6.91 
Share options outstanding at the end of the period  241,853  $14.77   2.69 
             
Share options exercisable at the end of the period  235,603  $15.00   2.58 
Share options unvested  6,250  $6.08   7.16 
Share options vested and expected to vest at the end of the period  241,853  $14.77   2.69 

d.(**)Options, warrants, restrictedSee note 1d regarding reverse stock split

As of March 31, 2024, the aggregate intrinsic value of these options was $0.

Compensation expenses recorded in general and administrative expenses related to options granted to the Chief Executive Officer and a director for the nine months ended March 31, 2024 and 2023, were $223 and $310, respectively.

Compensation expenses recorded in general and administrative expenses related to options granted to the Chief Executive Officer and a director for the three months ended March 31, 2024 and 2023, were $10 and $310, respectively.

c.Restricted Stock (“RS”) and restricted stock unitsRestricted Stock Units (“RS”RSUs”) to employees, directors, officers and consultants (cont.):consultants:

3.1.RS and RSUs to employees and directors:

The following table summarizes the activity related to unvested RS and RSUs granted to employees, directors and directorsofficers under its 2005 and 2016equity incentive option plans of Pluri Inc. for the six month periodnine-month periods ended DecemberMarch 31, 2017 (Unaudited) is as follows:

2024 and 2023:

  Nine months ended
March 31,
 
  2024  2023 
  Number (**) 
Unvested at the beginning of the period  207,199   241,877 
Granted  395,150   41,853 
Forfeited  (129,622)  (6,424)
Vested  (55,121)  (48,448)
Unvested at the end of the period  417,606   228,858 
Expected to vest after the end of the period  378,911   226,414 

(**)Number
Unvested at the beginning of period
6,064,901
Granted
3,025,800
Forfeited
(138,579
)
Vested
(1,357,944
)
Unvested at the end of the period
7,594,178
Expected to vest after December 31, 2017
7,394,200
See note 1d regarding reverse stock split


PLURI INC. AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

U.S. Dollars in thousands (except share and per share amounts)

NOTE 5: - SHAREHOLDERS’ EQUITY (CONT.)

Compensation expenses related to RS and RSUs granted to employees, directors and directorsofficers were recorded as follows:

  Six months ended December 31,  Three months ended December 31, 
  2017  2016  2017  2016 
  (Unaudited)  (Unaudited) 
Research and development expenses
 $331  $210  $187  $100 
General and administrative expenses
  2,567   439   1,277   177 
  $2,898  $649  $1,464  $277 
Unamortized

  Nine months ended
March 31,
  Three months ended
March 31,
 
  2024  2023  2024  2023 
Research and development expenses $172  $35  $110  $(82)
General and administrative expenses  931   1,725   371   586 
  $1,103  $1,760  $481  $504 

As of March 31, 2024, unamortized compensation expenses related to RS and RSUs granted to employees, directors and directorsofficers by Pluri Inc. are approximately $3,801, to be recognized over an average timeby the end of approximately 3.5 years are approximately $7,822.


F - 20

PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
January 2027.

 
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except share and per share amounts)
NOTE 6: - STOCKHOLDERS' EQUITY (CONT.)
d.2.Options, warrants, restricted stock (“RS”) and restricted stock units (“RSU”) to employees, directors and consultants (cont.):
4.RS and RSUs to consultants:

The following table summarizes the activity related to unvested RS and RSUs granted to consultants under its 2005 and 2016 incentive option plan for the six month periodnine-month periods ended DecemberMarch 31, 2017, (Unaudited) is as follows:

2024 and 2023:

  Nine months ended
March 31,
 
  2024  2023 
  Number (**) 
Unvested at the beginning of the period  2,500   5,157 
Granted  19,831   - 
Vested  (17,929)  (2,657)
Unvested at the end of the period  4,402   2,500 

(**)Number
Unvested at the beginning of period
42,500
Granted
513,180
Vested
(373,080)
Unvested at the end of the period
182,600See note 1d regarding reverse stock split

Compensation expenses related to RS and RSUs granted to consultants by Pluri Inc. were recorded as follows:

  Nine months ended
March 31,
  Three months ended
March 31,
 
  2024  2023  2024  2023 
Research and development expenses $-  $1  $-  $1 
General and administrative expenses  117   148   43   55 
  $117  $149  $43  $56 

  Six months ended December 31,  Three months ended December 31, 
  2017  2016  2017  2016 
  (Unaudited)  (Unaudited) 
Research and development expenses
 $3  $7  $3  $3 
General and administrative expenses
  173   234   122   125 
  $176  $241  $125  $128 
NOTE 7:-OTHER INCOME
In December 2017, the Subsidiary was awarded approximately $43 (NIS 150) by the Israeli Ministry of Labor, Social Affairs and Social Services related to its “Equal Employment” program which aim to reward and honor Israeli employers who demonstrate and promote gender equality in employment.

NOTE 8:-SUBSEQUENT EVENTS


During January 2018, the Company sold 626,800 shares of common stock under the ATM Agreement at an average price of $1.57 per share.


F - 21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Forward-Looking Statements

Forward - Looking Statements


This quarterly reportQuarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws, and is subject to the safe-harbor created by such Act and laws. Forward-looking statements may include statements regarding our goals, beliefs, strategies, objectives, plans, including product and technology developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other variations thereon or comparable terminology. These statements are merely predictions and therefore inherently subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results, performance levels of activity, or our achievements, or industry results to be materially different from those contemplated by the forward-looking statements. Such forward-looking statements appear in this Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and may appear elsewhere in this quarterly reportQuarterly Report on Form 10-Q and include, but are not limited to, statements regarding the following:


·the expected development, time-to-market and potential benefits from our products in treating various medical conditions;regenerative medicine, biologics, food technology, or food tech, and agtech, as well as potentially in other industries and verticals that have a need for our mass scale and cost-effective cell expansion platform;
·the clinical trials to be conducted according to
our license agreement with CHA Biotech Co. Ltd.;expectations of market and industry growth;
·our plan to execute our strategy independently, using our own personnel, and through relationships with research and clinical institutions or in collaboration with other companies;
·the prospects of entering into additional license agreements, or other forms of cooperation or strategic partnerships with other companies, research organizations and medical institutions;institutions, including, without limitation Tnuva (as defined below);

·our pre-clinical and clinical trialsstudy plans, including timing of initiation, scale, expansion, enrollment, results, and conclusion of trials;

·achieving regulatory approvals, including under accelerated paths;approvals;

·receipt of future funding from the Israel Innovation Authority, or IIA;IIA, the European Union’s Horizon programs, the National Institutes of Health, or NIH, as well as grants from other independent third parties;

·our marketing plans, including timing of marketing our first product, PLX-PAD;
·developing capabilities for new clinical indications of placenta expanded, (PLX)or PLX, cells and new products;

·our estimations regarding the size of the global market for our product candidates;
·our expectations regarding our production capacity;
·our expectation to solve medicine’s unmet needs and demonstrate a real-world impact and value from our pipeline, technology platform and commercial-scale manufacturing capacity;

·the possible impacts of cybersecurity incidents on our business and operations;

our expectations regarding our short- and long-term capital requirements;

·
the proposed joint venture, described in the overview below, to be established with Sosei Corporate Venture Capital Ltd. for the clinical development and commercialization of Pluristem’s PLX-PAD cell therapy product in Japan, the plan to enter into definitive agreements and the timing of entering into such agreements;
·our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses; and

·information with respect to any other plans and strategies for our business.business; and

general market, political and economic conditions in the countries in which we operate including those related to recent unrest in the Middle East and armed conflict between Israel and Hamas, Hezbollah and other terrorist organizations from the Gaza Strip and Lebanon.


3


Our business and operations are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report.

In addition, historic results of scientific research and development, clinical and preclinical trials do not guarantee that the conclusions of future research and development or trials would not suggest different conclusions. Also, historic results referred to in this periodic report would be interpreted differently in light of additional research, development, clinical and preclinical trials results. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2016,2023, or the 20162023 Annual Report, as well as Item 1A of this Quarterly Report. Readers are also urged to carefully review and consider the various disclosures we have made in that report.


As used in this quarterly report,Quarterly Report on Form 10-Q, the terms “we”, “us”, “our”, the “Company” and “Pluristem”“Pluri” mean Pluristem TherapeuticsPluri Inc. and our wholly owned subsidiaries, Pluri Biotech Ltd. and Pluristem GmbH, and our subsidiary PluristemEver After Foods Ltd., or Ever After, unless otherwise indicated or as otherwise required by the context.


All references to common shares, or price per common share, in this Quarterly Report on Form 10-Q, reflect the 1-for-8 reverse stock split effectuated by us on April 1, 2024.

Overview

Pluristem Therapeutics Inc. is

We are a leading developerbiotechnology company with an advanced cell-based technology platform. We have developed a unique three-dimensional, or 3D, technology platform for cell expansion with an industrial scale in-house Good Manufacturing Practice, or GMP, cell manufacturing facility. We are utilizing our technology in the field of regenerative medicine, food tech, Contract Development and Manufacturing Organization, or CDMO, and agtech and plan to utilize it in industries and verticals that have a need for our mass scale and cost-effective cell expansion platform.

Our operations are focused on the research, development and manufacturing of cells and cell-based products, and business development of cell therapeutics and cell-based technologies and cell-based products.

Cell Therapy

We use our advanced cell-based technology platform in the field of regenerative medicine to develop placenta-based cell therapy product candidates for the treatment of multiple ischemic, inflammatory, muscle injuries and hematologic conditions. Our leadPLX cells are adherent stromal cells that are expanded using our 3D platform. Our PLX cells can be administered to patients off-the-shelf, without blood or tissue matching or additional manipulation prior to administration. PLX cells are believed to release a range of therapeutic proteins in response to the patient’s condition.

In the pharmaceutical area, we have focused on several indications areutilizing our product candidates, including, but not limited to, muscle recovery following surgery for hip fracture, incomplete recovery following bone marrow transplantation, critical limb ischemia, or CLI, recovery after surgeryChronic Graft versus Host Disease and a potential treatment for femoral neck fracture, and acute radiation syndrome,Hematopoietic Acute Radiation Syndrome, or ARS. A pivotal, multinational clinical trialH-ARS. Some of these studies have been completed while others are still ongoing. We believe that each of these indications is currently being conducteda severe unmet medical need.

In July 2023, we announced that we signed a three-year $4.2 million contract with our PLX-PAD product candidate in CLI. In addition, pivotal, multinational clinical trial is planned for our PLX-PAD product candidate in femoral neck fractures. The National Institutes of Health’sthe U.S. National Institute of Allergy and Infectious Diseases, or NIAID, recently completed a dose selection trial with PLX-R18 in the hematologic component of ARS and a pivotal study is planned under the U.S. Food and Drug Administration, or FDA, animal rule once funding will be secured for this project. Each of these indications is a severe unmet medical need.


PLX cells are derived from a class of placental cells that are harvested from donated placentas at the time of full term healthy delivery of a baby. PLX cell products require no tissue matching prior to administration. They are produced using our proprietary three-dimensional expansion technology. Our manufacturing facility complies with the FDA’s current Good Manufacturing Practice requirements and has been approved by the European, Japanese and Israeli regulatory authorities for production of PLX-PAD for late stage trials and marketing. In December 2017, after an audit of our facilities, we were granted manufacturer/importer authorization and Good Manufacturing Practice Certification by Israel’s Ministry of Health. If we obtain FDA approval to market PLX cells, we expect to have in-house production capacity to grow clinical-grade PLX cells in commercial quantities.

Our goal is to make significant progress with our robust clinical pipeline and our anticipated pivotal trials in order to ultimately bring innovative, potent therapies to patients who need new treatment options. We intend to shorten the time to commercialization of our product candidates, by leveraging unique accelerated regulatory pathways that exist in the United States, Europe and Japan to bring innovative products that address life-threatening diseases to the market efficiently. We believe that these accelerated pathways create substantial opportunities for us and for the cell therapy industry as a whole. We are pursuing these accelerated pathways for PLX-PAD in CLI and femoral neck fracture. Our second product candidate, PLX R18, is under development in the United States for ARS via the Animal Rule regulatory pathway, which may result in approval without the prior performance of human efficacy trials. We expect to demonstrate a real-world impact and value from our pipeline, technology platform and commercial-scale manufacturing capacity.

 In May 2015, we announced that the PLX-PAD cell program in CLI had been selected for the Adaptive Pathways pilot project of the European Medicines Agency, or EMA. During fiscal year 2017, the FDA, and several EU regulatory agencies cleared our application to begin the pivotal Phase III trial of PLX-PAD cells in the treatment of CLI for patients who are unsuitable for revascularization. This multinational Phase III trial is being conducted in the United States and Europe.
Our intention is to file a request for marketing authorization in the United States and in Europe following a successful completion of this 250-patient (estimated) trial. An interim efficacy analysis is planned to be conducted based on data from the first 125 patients. If these trials yield positive results, they could lead to early conditional marketing approval in Europe.

In September, 2017, we announced that the FDA has granted a fast track designation to our ongoing Phase III study of PLX-PAD cells for the treatment of CLI in patients ineligible for revascularization. The FDA’s fast track designation is a process designed to facilitate the development and expedite the review of drug to treat serious conditions and unmet medical needs. With fast track designation, there is an increased possibility for a priority review by the FDA of PLX-PAD cells for the treatment of CLI.

4

In August 2016, our CLI program in the European Union was awarded a Euro 7,600,000 (approximately $9,100,000) grant. The grant is part of the European Union’s Horizon 2020 program. The Phase III study of PLX-PAD in CLI will be a collaborative project carried out by an international consortium led by the Berlin-Brandenburg Center for Regenerative Therapies together with us and with participation of additional third parties. The grant will cover a significant portion of the CLI program costs. An amount of Euro 1,900,000 (approximately $2,300,000) is a direct grant allocated to us for manufacturing and other costs, and we also expect to have direct benefit from cost savings resulting from grant amounts allocated to the other consortium members. In July 2017, the consortium amended the consortium agreement, pursuant to which the original grant allocation has been amendedNIH. Under such thatcontract, we will receive an additional direct grant of Euro 1,000,000 (approximately $1,200,000). The additional direct grant was allocated to us from the total amount of the original grant.

 In December 2016, we announced that we signed a binding term sheetcollaborate with Sosei Corporate Venture Capital Ltd., or Sosei CVC, for the establishment of a new Japanese corporation, or NewCo, for the clinical development and commercialization of our PLX-PAD cell therapy product in Japan for CLI.  The parties plan to establish NewCo in Japan, in which we will own 35% of the equity in return for our contribution of a perpetual license to commercialize PLX-PAD for CLI in Japan. All proprietary rights related to PLX-PAD will be exclusively owned by us. Sosei CVC’s investment fund, Sosei RMF1, together with additional Japanese investors, will raise and invest approximately $11 million, equivalent to approximately ¥1.3 billion, in return for ownership of 65% of NewCo. We are still in discussions with Sosei CVC and other related investors in order to finalize the terms of a definitive agreement. In December 2015, we reached an agreement with Japan’s Pharmaceuticals and Medical Devices Agency on the design of the final trial needed to apply for conditional approval of PLX-PAD cells in the treatment of CLI. The approval of the protocol for the 75-patient trial was part of a larger agreement on the development of PLX-PAD via Japan’s new accelerated regulatory pathway for regenerative medicine.

In January 2018, we announced that the FDA cleared our Expanded Access Program, or EAP, for the use of our PLX-PAD cell treatment in patients with CLI. EAP allows the use of an investigational medical product outside of clinical trials and is usually granted in cases where patients are unsuitable for inclusion under the study protocol and the patient’s condition is life-threatening with an unmet medical need. As part of the EAP, our PLX-PAD cell therapy will be made available to a limited number of Rutherford Category 5 CLI patients in the United States who are unsuitable for revascularization and cannot take part in the our ongoing Phase III clinical study.

In January 2017, we announced that we had completed enrollment of all 172 patients in the randomized, double blind, placebo controlled, multinational Phase II intermittent claudication, or IC, clinical trial. We anticipate data readouts in second quarter of 2018.

In July 2016, we announced our intent to conduct a Phase III trial assessing our PLX-PAD cells in recovery following surgery for femoral neck fracture in the United States and Europe. In addition, the EMA, confirmed that this indication would also be eligible for the Adaptive Pathways project.

In September 2017, our Phase III study of PLX-PAD cells to support recovery following surgery for femoral neck fracture was awarded a Euro 7,400,000 (approximately $8,900,000) grant. The grant is part of the European Union’s Horizon 2020 program. The Phase III study of PLX-PAD to support recovery following surgery for femoral neck fractures will be a collaborative project carried out by an international consortium led by Charite Universitätsmedizin Berlin, together with us, and with participation of additional third parties. The grant will cover a significant portion of the project costs. An amount of Euro 2,400,000 (approximately $2,900,000) is a direct grant allocated to us for manufacturing and other costs, and we also expect to have a direct benefit from cost savings resulting from grant amounts allocated to the other consortium members.

In November, 2017, we announced that the U.S. Patent and Trademark Office issued a patent titled, “Skeletal muscle regeneration using mesenchymal system cells”. This key patent, which has already been granted to us in Europe, Hong Kong and Israel, addresses the use of mesenchymal stem cells for skeletal muscle regeneration used either directly after, or shortly after, post-surgical muscle injury.

In May 2017, we announced promising results of our non-human primates, or NHPs, pilot study for PLX-R18 as a treatment for ARS. The study, conducted and funded by the NIAID, was designed to assess the safety and efficacy of PLX-R18 following intramuscular injection into irradiated and non-irradiated NHPs. Efficacy measures included survival as well as level of bone marrow function, which is affected by exposure to high levels of radiation as may occur in a nuclear accident or attack. These data will help support a pivotal study designed to meet the requirements for a Biologics License Application submission under the FDA’s Animal Rule regulatory pathway.

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In December 2015, we also signed a Memorandum of Understanding for a collaboration with Fukushima Medical University, Fukushima Global Medical Science Center. The purpose of the collaboration is to develop our PLX-R18 cells for the treatment of ARS, and for morbidities following radiotherapy in cancer patients. In August 2017, we announced that a pilot study of our PLX-R18 cell therapy will be initiated by the U.S. Department of Defense’s Armed Forces Radiobiology Research Institute, part ofor AFRRI, and the Uniformed Services University of Health Sciences. The study will examineSciences, or USUHS, in Maryland, U.S.A., to further advance the effectivenessdevelopment of PLX-R18 as a treatment for ARS prior to, and within the first 24 hours of exposure to radiation.

In October 2017, we announced that the FDA granted us an orphan drug designation for our PLX-R18 cell therapy as a potential novel treatment for the preventionH-ARS, a deadly disease that can result from nuclear disasters and treatment of ARS.radiation exposure.


PLX R18 is

In April 2024, we unveiled a novel method for expansion of immune cells using proprietary technology and announced we were granted a new U.S. patent titled, “System and Methods for Immune Cells Expansion and Activation in Large Scale”. This innovative approach ensures that the produced immune cells retain their integrity, functionality, and therapeutic efficacy, thus offering a promising solution to meet the escalating demand for advanced cell-based therapies for immune disorders and neurodegenerative diseases.

In May 2024, we launched a novel immunotherapy platform based on Placental Mucosal Associated Invariant T, or MAIT, cell for solid tumors – a significant medical need which currently lacks effective treatments. We believe that our MAIT platform, isolated from the human placenta, offers substantial potential benefits compared to conventional T cells. Our MAIT cells are potent effector cells, potentially targeting tumors through multiple mechanisms while expressing high levels of various chemokine receptors, which facilitate their migration directly to tumor sites. Furthermore, unlike conventional T cells typically collected from peripheral blood, our MAIT cells demonstrate a lower alloreactivity profile. This characteristic not only minimizes their likelihood of inducing Graft versus Host Disease (GvHD) - a significant advantage over other potential allogeneic products - but also under development in a Phase I trialsuggests that they may persist in the United Statesbody for a longer duration, enhancing their therapeutic efficacy.

PluriCDMO™

On January 8, 2024, we announced that we are launching a new business division offering cell therapy manufacturing services as a CDMO: PluriCDMO™. PluriCDMO™ offers services relating to early preclinical development, through late-stage clinical trials and Israelcommercialization, with a mission to deliver high-quality, essential therapies to patients.

AgTech

On January 23, 2024, we announced that we are launching cell-based coffee business activity through a new business vertical, PluriAgtech. PluriAgtech’s new cell-based coffee business activity is leveraged by Pluri’s 3D cell expansion and has been developed to address the growing global demand for incomplete hematopoietic recovery following hematopoietic cell transplantation, or HCT. sustainable, high-quality coffee at mass scale production.

We initiated the trial in fiscal year 2017 in the United States. signed an innovative proof of concept collaboration with ICL Group, a leading global specialty minerals company, to revolutionize bio stimulant delivery and enhance yield sustainably.

In October 2017,March 2024, we receivedannounced an important expansion to our intellectual property portfolio with a new patent approval from the Israeli MinistryIsrael Patent Office, that is designed to reshape the agricultural technology landscape. The patent represents a major breakthrough in our proprietary 3D bioreactor technology, enabling efficient cultivation of Healthplant cells across various applications, from sustainable agriculture to initiate this Phase I trialcritical healthcare solutions.

Food Tech

On January 5, 2022, we signed definitive collaboration agreements with Tnuva Food Industries – Agricultural Cooperative in Israel as well.Ltd., through its fully owned subsidiary, Tnuva Food-Tech Incubator (2019), Limited Partnership, or Tnuva. Under the definitive collaboration agreements, or the Joint Venture Agreement, we established a new company, Ever After, with the purpose of developing cultivated meat products of all types and kinds. Ever After is engaged in the development, manufacturing and commercialization of technology, know-how and products that will be based on licensed products relating to the field of cultivated meat.

Our joint venture successfully completed proof of concept in its development of cultivated meat based on our cell-based technology platform. Ever After is also using PluriMatrix for producing cultivated meat.


In October 2017, the nTRACK, a collaborative project carried out by an international consortium led by LEITAT, was awarded a Euro 6,800,000 (approximately $8,000,000) non-royalty bearing grant. An amount of Euro 500,000 (approximately $600,000) is a direct grant allocated to us.  We also expect to benefit from cost savings resulting from grant amounts allocated to the other consortium members.


In September 2017, we signed an agreement with Tel Aviv Sourasky Medical Center (Ichilov Hospital) to conduct a Phase I/II trial of PLX-PAD cell therapy for the treatment of Steroid-Refractory Chronic Graft-Versus-Host-Disease. This trial is an investigator initiated study. As such, Tel Aviv Sourasky Medical Center will support the study and will be responsible for its design and implementation.


In January 2018, we announced the publication of a peer-reviewed article in a journal which examined the effect of PLX-immune cells on the proliferation of over 50 lines of human cancerous cells. Data showed that the PLX-immune cells exhibited an anti-proliferative effect on a wide range of human cancer cell types, with a strong inhibitory effect on various lines of breast, colorectal, kidney, liver, lung, muscle and skin cancers. We have also conducted a pre-clinical study of female mice harboring human triple negative breast cancer. In this study, the results showed a statistically significant reduction in tumor size as well as complete tumor remission in 30% of treated recipients.

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RESULTS OF OPERATIONS – SIXTHREE AND THREENINE MONTHS ENDED DECEMBERMARCH 31, 20172024 COMPARED TO SIXTHREE AND THREENINE MONTHS ENDED DECEMBERMARCH 31, 2016.2023.


Revenues

Revenues

for each of the nine-month and three-month periods ended March 31, 2024 were $230,000 and $71,000, respectively, as compared to $176,000 and $87,000, respectively, during the nine-month and three-month periods ended March 31, 2023. Revenues for the sixnine-month and three monththree-month periods ended DecemberMarch 31, 20172024 were $50,000, versus nomainly related to services provided to CDMO clients and revenues generatedrelated to a proof of concept collaboration with ICL Group in the sixagtech field. Revenues for the nine-month and three month periodthree-month periods ended DecemberMarch 31, 2016. All revenues2023 were mainly related to our collaboration in the period ended December 31, 2017 were relatedbiologic field. The increase in revenues is mainly attributed to the salelaunch of our PLX cells for research use.new business verticals, specifically in the CDMO and agtech field.


Research and Development Expenses, Net

Research and development, expense,or R&D, expenses, net (costs less participation and grants by the IIA, Horizon Europe and other parties)the NIAID) for the six monthsnine-month period ended DecemberMarch 31, 2017 increased2024 decreased by 1%26% from $10,200,000$12,223,000 for the six monthsnine-month period ended DecemberMarch 31, 20162023 to $10,315,000. This increase$9,051,000. The decrease is mainly attributed to: (1) an increasea decrease in payrollclinical studies expenses related to differences in exchange rates, an increase infollowing the numbercompletion of employeesour CLI, COVID-19 and increases in average salaries, andmuscle regeneration following hip fracture clinical studies, (2) a decrease in IIA participation ($3,300,000 was approved in calendar year 2016 compared to $1,500,000 that was approved in calendar year 2017). The increase was partially offset by a decrease in subcontractors’salaries and related expenses related to clinical studies such as our CLI and IC studies. In addition, it was also offset by participation of $485,000 of the European Union with respectdue to the Horizon 2020 grants which commenced in calendar year 2017.

Research and development expense, net (costs less participation and grants by the IIA and other parties) for the three months ended December 31, 2017 increased by 8% from $5,202,000 for the three months ended December 31, 2016 to $5,638,000. This increase is mainly attributed to an increase in materials consumption and an increase in payroll expenses, consisting of an increase in the number of employees, increases in average salaries andexchange rate differences in exchange rates. The increase was partially offset by a decrease in subcontractors’ expenses related to clinical studies such as our CLI and IC studies. In addition, it was also offset by participation of $317,000 of the European Union with respect to the Horizon 2020 grants which commenced in calendar year 2017.
General and Administrative Expenses
General and administrative expenses for the six months ended December 31, 2017 increased by 89% from $3,010,000 for the six months ended December 31, 2016 to $5,683,000, mainly due to: (1) an increase in stock-based compensation expenses related to the amount of restricted stock units granted, (2) an increase in payroll expenses related to an increase in the number of employees, increases in average salaries and differences in exchange rates, and (3) an increase in corporate activities expenses.
General and administrative expenses for the three months ended December 31, 2017 increased by 102% from $1,446,000 for the three months ended December 31, 2016 to $2,920,000, mainly due to: (1) an increase in stock-based compensation expenses related to the amount of restricted stock units granted, (2) an increase in payroll expenses related to an increase in the number of employees, increases in average salaries and differences in exchange rates, and (3) an increase in corporate activities expenses.
Financial Income, Net
Financial income, net, increased from a net income of $276,000 for the six months ended December 31, 2016 to a net income of $293,000 for the six months ended December 31, 2017. This increase is mainly attributable to increased income from exchange rates, since during the six months ended December 31, 2017, there was a decrease of 0.8% of the U.S. dollar against the New Israeli Shekel, or NIS, compared to a decrease of 0.03% of the U.S. dollar against the NIS during the six months ended December 31, 2016, and from our hedging instruments related to the strength of the U.S. dollar against the NIS. The increase wasNIS, reduction in head count of 16 R&D employees (91 R&D employees on March 31, 2024, compared to 107 R&D employees on March 31, 2023) and as a result of our cost reduction and efficiency plans and (3) participation grants from the NIAID contract, partially offset by lower incomea decrease in other participation grants, specifically the completion of the Horizon 2020 program.

R&D expenses, net (costs less participation by the IIA, Horizon Europe and the NIAID) for the three-month period ended March 31, 2024 decreased by 26% from our marketable securities$4,167,000 for the three-month period ended March 31, 2023 to $3,094,000. The decrease is mainly attributableattributed to an expense of $850,000 resulting from other-than-temporary impairment loss recognizedthe same reasons described in the six months ended December 31, 2017.preceding paragraph.

General and Administrative Expenses

Financial income, net, increased from a net financial income of $38,000

General and administrative expenses for the three monthsnine-month period ended DecemberMarch 31, 2016 to a net financial income of $238,0002024 decreased by 16% from $8,655,000 for the three monthsnine-month period ended DecemberMarch 31, 2017. This increase is2023 to $7,303,000 mainly attributable to increased income from exchange rates, since during the three months ended December 31, 2017, there wasdue to: (1) a decrease of 1.8% ofin salaries and related expenses due to the U.S. dollar against the NIS compared to an increase of 2.3% of the U.S. dollar against the NIS during the three months ended December 31, 2016, and from our hedging instruments relatedexchange rate differences relates to the strength of the U.S. dollar against the NIS.NIS and as a result of our cost reduction and efficiency plan, (2) the reduction of our CEO’s salary, whereby he waived 75% of his salary and converted it to restricted stock units, or RSUs, and options, from January 2023 through December 2023, (3) a decrease in premium expenses related to our directors and officers insurance policy, and (4) a decrease in share-based compensation expenses related RSU expenses amortization over time.

This increase was

General and administrative expenses for the three-month period ended March 31, 2024 decreased by 17% from $3,020,000 for the three-month period ended March 31, 2023 to $2,511,000 mainly due to a decrease in share-based compensation expenses related to employee terminations and RSU expenses amortization over time, partially offset by lowerincreased expenses related to corporate activities such as investor relations and public relations.

Other Financial Income (expenses), net

Other financial income (expenses), net, changed from ($956,000) in financial expenses for the nine-month period ended March 31, 2023 to $1,290,000 in financial income for the nine-month period ended March 31, 2024. This change is mainly attributed to a decrease in exchange rate differences expenses related to the European Investment Bank, or EIB, loan following fluctuation between the U.S. dollar against the EURO, exchange rates income related to NIS deposits following the strength of the U.S. dollar against the NIS, and from increased income related to interest on deposits, due to an increase in interest rates and income from hedging transactions.

Other financial income (expenses), net, changed from ($441,000) in financial expenses for the three-month period ended March 31, 2023 to $362,000 in financial income for the three-month period ended March 31, 2024. This change is mainly attributable to a reduction in exchange rate differences expenses related to the saleEIB loan following fluctuation between the U.S. dollar against the EURO, and increased income related to interest on deposits, due to an increase in interest rates.


Interest Expenses

Interest expenses related to our outstanding loan received from the EIB and all changes during the nine-month and three-months periods ended March 31, 2024 versus March 31, 2023 are attributable solely to exchange rate differences of our marketable securities which occurred inEuro versus the three months ended September 30, 2017.U.S. dollar.

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Net Loss

Net loss for the sixnine-month and three monththree-month periods ended DecemberMarch 31, 20172024 was $15,614,000$15,482,000 and $8,229,000,$5,390,000, respectively, as compared to net loss of $12,934,000$22,281,000 and $6,610,000$7,758,000 for the sixnine-month and three monththree-month periods ended DecemberMarch 31, 2016, respectively.2023. The changes were mainlydecrease was due to the increasesa decrease in general and administrative expenses and R&D expenses, as described above.part of the implementation of our business strategy, our efforts to reduce costs pursuant to an efficiency plan, and due to an increase in income due to the launch of new businesses such as CDMO and agtech. Net loss per share attributed to shareholders for the sixnine-month and three monththree-month periods ended DecemberMarch 31, 20172024 was $0.15$2.92 and $0.08,$1.01, respectively, as compared to $0.16$5.04 and $0.08$1.52 for the sixnine-month and three monththree-month periods ended DecemberMarch 31, 2016.2023. We had net loss attributed to our non-controlling interest in Ever After for the nine-month and three-month periods ended March 31, 2024 of $323,000 and $97,000, respectively.

For the sixnine-month and three monththree-month periods ended DecemberMarch 31, 20172024 and December 31, 2016,2023, we had weighted average shares of common stockshares outstanding of 101,224,325, 105,130,1915,193,808, 5,221,162 and 80,856,219, 81,038,879,4,402,130, 4,993,451, respectively, which were used in the computations of net loss per share for the sixnine-month and three monththree-month periods.

The increase in weighted average common shares outstanding reflects the issuance of additional shares mainly relatedpursuant to the issuances of shares from a public offeringsprivate placement offering we conducted in JanuaryDecember 2022, or the December 2022 Private Placement, and October 2017, issuancesthe issuance of additional shares upon the vesting of RSUs and restricted shares issued to directors, employees and consultants, issuances of shares pursuant to our At Market Issuance Sales Agreement, or the ATM Agreement, and shares issued as a result of exercises of options and warrants.consultants.

Liquidity and Capital Resources


As of DecemberMarch 31, 2017,2024, our total current assets were $37,074,000$27,367,000 and total current liabilities were $5,797,000.$4,526,000. On DecemberMarch 31, 2017,2024, we had a working capital surplus of $31,277,000, stockholders'$22,841,000, total equity of $36,961,000$1,845,000, out of which $2,201,000 is attributed to the non-controlling interest in Ever After, and an accumulated deficit of $205,185,000. We finance our operations, and plan to continue doing so, from our existing cash, issuances of our securities, sales of the marketable securities we hold and funds from grants from the IIA, Israel’s Ministry of Economy, European Union and other research grants.$414,743,000.


Our cash and cash equivalents as of DecemberMarch 31, 20172024 amounted to $8,581,000$7,081,000, compared to $7,334,000$3,677,000 as of DecemberMarch 31, 2016,2023, and compared to $4,707,000$5,360,000 as of June 30, 2017.2023. Cash balances changed in the sixnine months ended DecemberMarch 31, 2017 and 20162024 compared to the nine months ended March 31, 2023 for the reasons presented below.


Operating

Net cash used for operating activities used cash of $10,018,000was $13,708,000 in the sixnine months ended DecemberMarch 31, 2017,2024, compared to $9,699,000$19,960,000 in the sixnine months ended DecemberMarch 31, 2016.2023. The decrease is mainly attributed to a decrease in net loss following the completion of clinical studies and the implementation of our cost reduction and efficiency plan, including a temporary reduction in the scope of roles and salaries of executive officers. Cash used in operating activities in the sixnine months ended DecemberMarch 31, 20172024 and 20162023 consisted primarily of payments to suppliers, subcontractors, professional services providers and consultants, and payments of salaries to our employees, and payments of fees to our consultants, suppliers, subcontractors, and professional services providers, including the costs of clinical studies,partially offset by grants from the IIA, Israel’s Ministry of Economythe Horizon Europe program, and Horizon 2020.funds received from the NIAID contract.


Investing activities usedprovided cash of $2,033,000$15,389,000 in the sixnine months ended DecemberMarch 31, 2017,2024, compared to cash provided of $10,806,000$5,374,000 for the sixnine months ended DecemberMarch 31, 2016.2023. The investing activities in the six monthsnine-month period ended DecemberMarch 31, 2017 consisted primarily of $9,721,000 related to investment in short term deposits, investment of $1,146,000 in marketable securities2024 and payments of $185,000 related to investment in property and equipment, offset by cash provided from the sale and redemption of marketable securities of $9,019,000. The investing activities in the six months ended DecemberMarch 31, 20162023 consisted primarily of the withdrawal of $8,542,000short-term deposits, net of short term deposits$15,702,000 and $4,093,000 provided from the sale and redemption of marketable securities, offset by investment of $1,562,000 in marketable securities and payments of $273,000 related to investment in property and equipment.$5,539,000, respectively.


Financing

We had no financing activities generated cash of $15,925,000 duringin the sixnine months ended DecemberMarch 31, 2017, compared to $4,000 for2024. The cash provided in the sixnine months ended DecemberMarch 31, 2016. The cash generated in the six months ended December 31, 2017 from2023 by financing activities iswas related to net proceeds of $13,646,000 from issuing$8,034,000 related to issuances of common shares of our common stock in a public offering we conducted in October 2017, net proceeds of $1,160,000 from issuing shares of our common stock from the exercise ofand warrants, net proceeds of $1,026,000 from issuing shares of our common stock under our ATM Agreement, proceeds of $88,000 related to grant received from the Israel-United States Binational Industrial Research and Development Foundation and exercises of options by employees. Theissuance cost that were paid in cash, generated in the six months ended December 31, 2016 from financing activities was related2022 Private Placement.

Between December 13, 2022 and December 27, 2022, we entered into a series of securities purchase agreements with several purchasers for an aggregate of 1,019,488 common shares and warrants, or the Warrants, to exercises of options by employees.


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purchase up to 1,019,488 common shares. On October 31, 2017,December 13, 2022, we completed a public offering in Israel, pursuantexecuted securities purchase agreements to our existing shelf registration statement in the United States and a shelf registration statement filed in Israel, pursuant to which we raised aggregate gross proceeds of $15,051,000 through the sale of 9,000,000 shares of our common stocksell, at a purchase price of NIS 5.90 (approximately $1.67$8.24 per share).share, up to 697,486 common shares and Warrants to purchase up to 697,486 common shares, with an exercise price of $8.24 per share and a term of three years. On December 14, 2022, we executed securities purchase agreements to sell, at a purchase price of $8.40 per share, up to 258,565 common shares and Warrants to purchase up to 258,565 common shares, with an exercise price of $8.40 per share and a term of three years. On December 15, 2022, we executed securities purchase agreements to sell, at a purchase price of $8.48 per share, up to 29,688 common shares and Warrants to purchase up to 29,688 common shares, with an exercise price of $8.48 per share and a term of three years. On December 19, 2022, we executed a securities purchase agreement to sell, at a purchase price of $8.72 per share, up to 16,875 common shares and Warrants to purchase up to 16,875 common shares, with an exercise price of $8.72 per share and a term of three years. On December 27, 2022, we executed a securities purchase agreement to sell, at a purchase price of $8.96 per share, up to 16,875 common shares and Warrants to purchase up to 16,875 common shares, with an exercise price of $8.96 per share and a term of three years. The net proceeds, after deducting feesCompany issued 1,019,488 common shares and expenses relatedwarrants that relate to the offering,December 2022 Private Placement and received $8,034,000 as of that date net of $435,000 from issuance expenses. 

The Warrants sold in the December 2022 Private Placement were $13,646,000.exercisable upon the later of six months from their issuance date, or from the date we increased our authorized shares. On April 27, 2023, our shareholders approved an amendment to our articles of incorporation to increase the number of authorized common shares from 7,500,000 shares to 37,500,000 shares and such increase was effectuated on May 1, 2023 when the Company filed its amendment to its articles of incorporation reflecting such increase. As such, the Warrants became exercisable on May 1, 2023.

On December 14, 2022, Yaky Yanay, our Chief Executive Officer, 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 of Directors 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 three years from the later of the vesting date or the date which the Company increased its authorized share capital.

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 Chief Executive Officer, or 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, and (iii) a 20% monthly fee reduction to the fees that are paid to each of the Company’s directors for the months of December 2023 through February 2024.


In July 2017,April 2020, we entered intoand our subsidiaries, Pluri Biotech Ltd. and Pluristem GmbH, executed the ATMEIB Finance Agreement with FBR Capital Markets & Co., MLV & Co. LLC and Oppenheimer & Co. Inc., each an Agent, which provides that, upon the terms and subject to the conditions and limitations set forth in the ATM Agreement, we may elect, from time to time, to issue and sell shares of common stock having an aggregate offering pricefor non–dilutive funding of up to $80,000,000 through any of€50 million in the Agents. We are not obligated to make any sales of common stock under the ATM Agreement. During the six month period ended December 31, 2017, we sold an aggregate, of 834,040 shares of common stock pursuant to the ATM Agreement at an average price of $1.33 per share.


On January 8, 2018, we sold our entire holdingspayable in CHA Biotech Co. Ltd, or CHA, consisting of 400,368 shares of CHA, on the open market for aggregate netthree tranches. The proceeds of approximately $10,500,000, representing a net gain to us of $6,200,000 million.

During the six months ended December 31, 2017, we received cash of approximately $1,504,000 from the IIA towardsEIB Finance Agreement were intended to support our research and development expenses. in the European Union to further advance our regenerative cell therapy platform, and to bring the products in our pipeline to market. The term of the project was three years commencing on January 1, 2020.

During June 2021, we received the first tranche in the amount of €20 million pursuant to the EIB Finance Agreement. The amount received is due to be repaid on June 1, 2026 and bears annual interest of 4% to be paid together with the principal of the loan. As of March 31, 2024, the interest accrued was in the amount of €2,263,000. In addition to the interest payable, the EIB is also entitled to royalty payments, pro-rated to the amount disbursed from the EIB loan, on the Company’s consolidated revenues beginning in the fiscal year 2024 up to and including its fiscal year 2030, in an amount equal to up to 2.3% of the Company’s consolidated revenues below $350 million, 1.2% of the Company’s consolidated revenues between $350 million and $500 million and 0.2% of the Company’s consolidated revenues exceeding $500 million. As the project term ended on December 31, 2022, we do not expect to receive additional funds pursuant to the EIB Finance Agreement.

According to the IIA grant terms, we are required to pay royalties at a rate of 3% on sales of products and services derived from technology developed using this and other IIA grants until 100% of the dollar-linked grants amount plus interest are repaid. In the absence of such sales, no payment is required. Through DecemberMarch 31, 2017,2024, total grants obtained from the IIA aggregated to approximately $25,974,000$27,925,000 and total royalties paid and accrued amounted to $168,000.$179,000.


The IIA has supported our activity

In June 2020, we announced that we were selected as a member of the CRISPR-IL consortium, a group funded by the IIA. CRISPR-IL brings together the leading experts in life science and computer science from academia, medicine, and industry, to develop Artificial Intelligence, or AI, based end-to-end genome-editing solutions. These next-generation, multi-species genome editing products for human, plant, and animal DNA, have applications in the past twelve years. Our last program, for the twelfth year, was approvedpharma, agriculture, and aquaculture industries. CRISPR-IL is funded by the IIA in 2017 and relateswith a total budget of approximately $10,000,000 of which, an amount of approximately $480,000 was a direct grant allocated to aus, for the initial period of 18 months. During October 2021, we received an approval for an additional grant of approximately $1,500,000. The grant was used$583,000 from the IIA pursuant to cover research and development expensesthe CRISPR-IL consortium program, for thean additional period of eighteen months. During January 1, 20172023, we received approval for an extension of an additional 2 months to Decemberfinish the program until June 30, 2023. The CRISPR-IL consortium program does not include any obligation to pay royalties.

Through March 31, 2017.


As of December 31, 2017,2024, we received total grants of approximately $1,566,000$775,000 in cash from the IIA pursuant to the CRISPR-IL consortium program and we expect to receive an additional $250,000; no amount was received during the three months ended March 31, 2024.

On September 6, 2022, we announced that a €7.5 million non-dilutive grant from the European Union researchUnion’s Horizon program was awarded to Advanced PeRsOnalized Therapies for Osteoarthritis (PROTO), an international collaboration led by Charité Berlin Institute of Health Center for Regenerative Therapies. The goal of the PROTO project is to utilize our PLX-PAD cells in a Phase I/IIa study for the treatment of mild to moderate knee osteoarthritis. An amount of approximately Euro 500,000 (approximately $540,000) will be a direct grant that will be allocated to us. Through March 31, 2024, we received a payment of approximately $185,000 in cash, which relates to the PROTO program. 

The Phase I/II study will be carried out by Charité, together with us and developmentother members of the international consortium under our CLI program in the Horizon 2020.leadership of Professor Tobias Winkler, Principal Investigator, at the Berlin Institute of Health Center of Regenerative Therapies, Julius Wolff Institute and Center for Musculoskeletal Surgery. The initiation of the PROTO clinical study is subject to regulatory approval which has not yet been received.


During

On July 11, 2023, we signed a three-year $4,200,000 contract with the six months ended DecemberNIAID, which is part of the NIH. We will collaborate with the U.S. Department of Defense’s, or DoD’s, AFRRI and USUHS to further advance the development of our PLX-R18 cell therapy as a potential novel treatment for H-ARS. H-ARS is a deadly disease that can result from nuclear disasters and radiation exposure. The period of performance of this contract will be from July 1, 2023 through June 30, 2024, which may be extended for an additional two-year period. As of March 31, 2017,2024, we have received cashfrom the NIAID approximately $790,000 and as of March 31 2024 we expect to receive an additional amount of approximately $50,000$162,000 for activities conducted by that date.

On February 13, 2024, we entered into a sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., as agent, pursuant to which we may issue and sell our common shares having an aggregate offering price of up to $10,000,000, from time to time through A.G.P. As of May 9, 2024, we have sold an aggregate of 42,729 common shares pursuant to the Sales Agreement at an average price of $5.93 per share.

We have an effective Form S-3 registration statement (File No. 333-273347), filed under the Securities Act of 1933, as amended, with the SEC using a third party“shelf” registration process. Under this shelf registration process, we may, from time to time, sell our common shares, preferred stock and warrants to purchase common shares, and of two or more of such securities, in one or more offerings for an aggregate initial offering price of $200,000,000 (including amounts sold under the sale of our PLX cells for research use.Sales Agreement).


During the six months ended December 31, 2017, we were awarded approximately $43,000 (NIS 150,000) by the Israeli Ministry of Labor, Social Affairs and Social Services related to “Equal Employment” program which aims to reward and honor Israeli employers who demonstrate and promote gender equality in employment.


The currency of our financial portfolio is mainly in U.S. dollars and we use options contracts and other financial instruments in order to hedge our exposures to currencies other than the U.S. dollar. For more information, please see Item 7A. - “Quantitative and Qualitative Disclosures about Market Risk” in ourthe 2023 Annual Report on form 10-K for the fiscal year ended June 30, 2017.Report.


Outlook

We have an effective Form S-3 registration statement, filed under the Securities Act of 1933, as amended, or the Securities Act, with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell common stock, preferred stock and warrants to purchase common stock, and units of two or more of such securities in one or more offerings up to a total dollar amount of $200,000,000. As of February 6, 2018, we have been deemed to have sold $80,000,000 pursuant to our existing shelf under our ATM Agreement and $15,051,000 of gross proceeds relating to our public offering of 9,000,000 shares of our common stock.

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Outlook

We have accumulated a deficit of $205,185,000$414,743,000 since our inception in May 2001. We do not expect to generate any significant revenues from sales of products in the next twelve months. Our cash needs will increase in the foreseeable future. We expect to generate revenues, which in the shortfrom collaborations and medium terms will unlikely exceed our costs of operations, from the salesales of licenses to use our technology or products.products, but in the short and medium terms these will unlikely exceed our costs of operations.


We willmay be required to obtain additional liquidity resources in order to support the commercialization of our products and technology and maintain our research and development and clinical trials activities.

We are continually looking for sources of funding, including non-diluting sources such as collaboration with other companies via licensing agreements, service agreements under our CDMO business, joint venture and partnerships, R&D contracts such as our agreement with the NIAID, research grants such as the IIA grants and the European Union grant, and other research grants, and sales of our common stock.shares.


As of December 31, 2017, our cash position (cash and cash equivalents, short-term bank deposits and marketable securities) totaled approximately $35,292,000.

We are addressing our liquidity issues by implementing initiatives to allow the continuation of our activities. Our current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures. Our ability to successfully carry out our business plan, which includes a cost-reduction plan should we be unable to raise sufficient additional capital, is primarily dependent upon our ability to (1) obtain sufficient additional capital, (2) entering into license agreements to use or commercialize our products and (3) receive other sources of funding, including non-diluting sources such as the IIA grants, the Horizon 2020 grant and other grants. There are no assurances, however,believe that we will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of our products.

During January 2018, we sold 626,800 additional shares of common stock under the ATM Agreement at an average price of $1.57 per share for aggregate gross proceeds of $986,000.
Accordinghave sufficient cash to management’s estimates, liquidity resources as of December 31, 2017, together with the proceeds received from the sale of CHA shares and the issuance of additional shares under the ATM Agreement through January 2018, will be sufficient to maintainfund our operations intofor at least the fourth quarter of fiscal year 2019. Our inability to raise funds to carry out our business plan will have a severe negative impact on our ability to remain a viable company.next twelve months.


Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended December 31, 2017, we issued an aggregate of 30,000 shares of common stock to a consultant for services rendered.
The above issuance was exempt under Section 4(a)(2) of the Securities Act.

Item 4. Controls and Procedures.


Evaluation of Disclosure Controls and Procedures - We maintain a system of disclosure controls and procedures that are designed for the purposes of ensuring that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers, or Co-CEOs,CEO and our Chief Financial Officer, or CFO, as appropriate to allow timely decisions regarding required disclosures.


As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Co-CEOsCEO and our CFO, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on that evaluation, our Co-CEOsCEO and CFO concluded that our disclosure controls and procedures are effective.


Changes in Internal Control Over Financial Reporting - There has been no change in our internal control over financial reporting during the secondthird quarter of Fiscal 2018fiscal year 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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PART II - OTHER INFORMATION

Item 6. Exhibits.1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed below and in Part I, “Item 1A. Risk Factors” in our 2023 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.

As of March 31, 2024, our shareholders’ deficit totaled $356. The minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain shareholders’ equity of at least $2.5 million. As a result, we do not believe we are in compliance with the shareholders’ equity standard and anticipate receiving a deficiency letter from Nasdaq. Upon receipt of such deficiency letter, we will have a period of time to resolve such deficiency and, if necessary, will have the opportunity to present a plan to regain compliance.

There can be no assurance that Nasdaq will accept our plan to regain compliance or that we will meet the minimum shareholders’ equity requirement during any compliance period, if one is provided to us. If our common shares are de-listed from Nasdaq, it will have material negative impact on the actual and potential liquidity of our securities, as well as material negative impact on our ability to raise future capital.

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:

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-dealers willing to execute trades in shares of our common shares.


We conduct our operations in Israel. Conditions in Israel, including the armed conflict between Israel and Hamas, Hezbollah and other terrorist organizations from the Gaza Strip and Lebanon.

Our offices are located in Haifa, Israel, thus, political, economic, and military conditions in Israel may directly affect our business. On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared war against Hamas and the Israeli military began to call-up reservists for active duty. At the same time, and because of the war declaration against Hamas, the clash between Israel and Hezbollah in Lebanon has escalated to an armed conflict and there is a possibility that it will turn into a greater regional conflict in the future.

As of today, there is no material impact on the Company’s operations. According to the recent guidelines of the Israeli government, the Company’s offices are open and functioning as usual. However, if the war will escalate and expand further to the Northern border with Lebanon, and the Israeli government will impose additional restrictions on movement and travel, our management and employees’ ability to effectively perform their daily tasks might be temporarily disrupted, which may result in delays in some of our projects.

The Company currently has the supply of raw materials needed for its regular operations. While there may be some possible delays in supply, those are currently not anticipated to be material to the Company’s operations. However, if the war continues for a significant amount of time, this situation may change.

Any hostilities involving Israel, terrorist activities, political instability or violence in the region, or the interruption or curtailment of trade or transport between Israel and its trading partners could make it more difficult for us to raise capital, if needed in the future, and adversely affect our operations and results of operations and the market price of our common shares. In addition, to the extent the IIA no longer makes grants similar to those we have received in the past, it could adversely affect our financial results.

Our insurance does not cover damage or losses that may occur as a result of the current war by Israel against Hamas. Although the Israeli government is currently committed to covering the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred. Any losses or damages incurred by us could have a material adverse effect on our business, financial condition, and results of operations.

Further, many Israeli citizens are obligated to perform several days, and in some cases, more, of annual military reserve duty each year until they reach the age of 40 (or older for certain reservists) and, in the event of an escalated military conflict, may be called to active duty. In response to the series of attacks on civilian and military targets in October 2023, there have been significant call-ups of military reservists. During the third quarter of fiscal year 2024, three of our employees in military service have been called up. However, if there will be call-ups for reservists in our Company, our operations could be disrupted by such call-ups.

It is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial condition. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, and adversely affect our ability to raise additional funds or sell our securities, among other impacts.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the third quarter of fiscal year 2024, we issued an aggregate of 7,867 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 of 1933, as amended, or the Securities Act, for the foregoing transactions under Section 4(a)(2) of the Securities Act.


Item 6.Exhibits.
  
3.1
Rule 13a-14(a) CertificationCertificate of Co-Chief Executive Officer.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).
  
3.2
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*Composite Copy of the Company’s Articles of Incorporation as amended on March 27, 2024.
3.4*Composite Copy (marked) of the Company’s Articles of Incorporation as amended on March 27, 2024.
10.1Sales 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).
31.1*Rule 13a-14(a) Certification of Co-ChiefChief Executive Officer.

31.2*Rule 13a-14(a) Certification of Chief Financial Officer.

32.1**
Certification of Co-ChiefChief Executive Officer pursuant to 18 U.S.C. Section 1350.
  
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
  
101 *101*
The following materials from our Quarterly Report on Form 10-Q for the quarter ended DecemberMarch 31, 20172024 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 Consolidated Statements of Comprehensive Loss, (iv) the Interim Condensed Statements of Changes in Shareholders’ Equity, (v)(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.

*Filed herewith.

** Furnished herewith.

SIGNATURES

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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: May 9, 2024
By:/s/ Chen Franco-Yehuda
Chen Franco-Yehuda, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date: May 9, 2024

26

 
PLURISTEM THERAPEUTICS INC.

By: /s/ Zami Aberman
Zami Aberman, Co-Chief Executive Officer
(Principal Executive Officer)
Date:  February 6, 2018

By: /s/ Yaky Yanay
Yaky Yanay, Co-Chief Executive Officer and President
(Principal Executive Officer)
Date:  February 6, 2018

By: /s/ Erez Egozi
Erez Egozi, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Date:  February 6, 2018
12

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