As filed with the Securities and Exchange Commission on February 13, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PLURI INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 98-0351734 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
MATAM Advanced Technology Park,
Building No. 5, Haifa, Israel | | 3508409 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Pluri Inc. 2019 Equity Compensation Plan
(Full title of the plan)
Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, NV 89501
(Name and address of agent for service)
(775) 322-0626
(Telephone number, including area code, of agent for service)
Copy to:
Oded Har-Even
Howard E. Berkenblit
Ron Ben-Bassat
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: (212) 660-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated 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.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | 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. ☐
EXPLANATORY NOTE
On September 9, 2020, Pluri Inc., or the Company, filed a Registration Statement on Form S-8 (File No. 333- 248685), or the Original Registration Statement, with the Securities and Exchange Commission, or the Commission, to register an aggregate of 4,675,000 common shares of the Company, or the Common Shares, that may be issued pursuant to the Company’s 2019 Equity Compensation Plan, or the 2019 Plan.
Pursuant to the 2019 Plan, the number of Common Shares of the Company made available under the 2019 Plan shall not exceed 16% of the number of Common Shares issued and outstanding immediately on a fully diluted basis, as determined in accordance with the 2019 Plan, prior to the grant of awards.
The Company is filing this Registration Statement on Form S-8 to register an additional 3,500,000 Common Shares, which may be issued in connection with securities awards which may hereafter be granted under the 2019 Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement are incorporated herein by reference, except for Item 3 and Item 8 of Part II of the Original Registration Statement, which are being updated by this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following additional documents, which have been filed by Pluri Inc., or the Company, with the Commission under the Securities Exchange Act of 1934, as amended, or the Exchange Act, are incorporated by reference in and made a part of this registration statement, as of their respective dates:
(a) Our Annual Report on Form 10-K for the year ended June 30, 2022 filed with the SEC on September 21, 2022;
(b) Our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2022 and December 31, 2022, as filed with the SEC on November 10, 2022, and February 13, 2023, respectively;
(c) Our Current Reports on Form 8-K filed with the SEC on July 13, 2022, July 25, 2022, September 29, 2022, October 13, 2022, December 19, 2022, December 28, 2022, January 24, 2023 and February 6, 2023; and
(d) The description of the Company’s Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on December 10, 2007, under the Exchange Act, including any amendment or report filed or to be filed for the purpose of updating such description.
In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequently filed by the Company prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Haifa, Israel, on February 13, 2023.
| | PLURI INC. |
| | |
| | By: | /s/ Yaky Yanay |
| | | Yaky Yanay |
| | | Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Pluri Inc., hereby constitute and appoint Yaky Yanay and Chen Franco-Yehuda and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this registration statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Yaky Yanay | | Chief Executive Officer, President and Director | | February 13, 2023 |
| Yaky Yanay | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Chen Franco-Yehuda | | Chief Financial Officer and | | February 13, 2023 |
| Chen Franco-Yehuda | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| /s/ Zami Aberman | | Chairman of the Board of Directors | | February 13, 2023 |
| Zami Aberman | | | | |
| | | | | |
| /s/ Doron Birger | | Director | | February 13, 2023 |
| Doron Birger | | | | |
| | | | | |
| /s/ Rami Levi | | Director | | February 13, 2023 |
| Rami Levi | | | | |
| | | | | |
| /s/ Prof. Varda Shalev | | Director | | February 13, 2023 |
| Prof. Varda Shalev | | | | |
| | | | | |
| /s/ Maital Shemesh-Rasmussen | | Director | | February 13, 2023 |
| Maital Shemesh-Rasmussen | | | | |
II-2
