SHAREHOLDERS’ EQUITY | NOTE 9: - SHAREHOLDERS’ EQUITY (1) a) On May 1, 2023, the Company increased its authorized common shares from 7,500,000 to 37,500,000 with a par value of $0.00001 per share. All shares have equal voting rights and are entitled to one vote per share in all matters to be voted upon by shareholders and may be issued only as fully paid and non-assessable shares. Holders of the common shares are entitled to equal ratable rights to dividends and distributions, as may be declared by the Board out of funds legally available. The Company’s authorized preferred shares consist of 1,000,000 preferred shares, par value $0.00001 per share, with series, rights, preferences, privileges and restrictions as may be designated from time to time by the Board. No preferred shares have been issued. b) Between December 13, 2022 and December 27, 2022, the Company entered into the December 2022 Private Placement, a series of securities purchase agreements with several purchasers for an aggregate of 1,019,488 common shares and warrants to purchase up to 1,019,488 common shares. On December 13, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $8.24 per share, up to 697,485 common shares and warrants to purchase up to 697,485 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 $8.40 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, 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 to purchase up to 1,019,488 common shares that relate to the December 2022 Private Placement and received $8,024 as of that date net of $445 of issuance expenses. c) 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 a Sales Agreement with 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, the Company sold 42,729 common shares under the Sales Agreement at an average price of $5.93 per share. d) On August 31, 2023, and as amended and restated as of October 9, 2023, Ever After Foods entered into a Simple Agreement for Future Equity, or the SAFE Agreement, with an investor. Pursuant to the terms of the SAFE Agreement, Ever After Foods will receive an aggregate amount of $2,500, or the SAFE Amount. On December 12, 2023, the SAFE Agreement had been terminated and the SAFE Amount was not received. e) On June 12, 2024, Ever After Foods entered into a share purchase agreement with the Subsidiary, Tnuva and other investors (see note 1f). (2) Share options and RSUs to employees, directors and consultants: The Company adopted the 2016 Equity Compensation Plan, or the 2016 Plan, and the 2019 Equity Compensation Plan, or together, the Plans. Under the Plans, share options, restricted shares, or RS, and RSUs may be granted to the Company’s officers, directors, employees and consultants or the officers, directors, employees and consultants of the Subsidiary. As of June 30, 2024, 642,650 common shares are available for future grants under the Plans. a. Options to non-employee consultants: A summary of the share options granted to non-employee consultants under the Plans by Pluri Inc. and its Subsidiary is as follows: Year ended June 30, 2023 Number Weighted Weighted Aggregate Share options outstanding at beginning of period 11,381 $ 10.56 7.05 44 Share options forfeited (3,281 ) $ 18.32 - - Share options outstanding at end of the period 8,100 $ 7.44 6.24 29 Share options exercisable at the end of the period 7,475 $ 6.69 6.06 29 Share options unvested 625 $ 16.00 8.44 $ - Share options vested and expected to vest at the end of the period 8,100 $ 7.44 6.24 29 Year ended June 30, 2024 Number Weighted Weighted Aggregate Share options outstanding at beginning of period 8,100 $ 7.44 6.24 29 Share options granted 9,375 $ 4.40 4.56 13 Share options outstanding at end of the period 17,475 $ 5.80 4.87 $ 42 Share options exercisable at the end of the period 8,100 $ 7.41 5.24 $ 29 Share options unvested 9,375 $ 4.40 4.56 13 Share options vested and expected to vest at the end of the period 17,475 $ 5.80 4.87 $ 42 (**) See note 1d regarding reverse share split Compensation expenses recorded in general and administrative expenses related to options granted to non-employee consultants by Pluri and its Subsidiary for the years ended June 30, 2024 and 2023 were $9 and $6, respectively. Unamortized compensation expenses related to options granted to non-employee consultants by Pluri and its Subsidiary are approximately $20 to be recognized by the end of March 2027. b. Options to CEO and directors: A summary of the share options granted to CEO and directors under the Plans by Pluri Inc. and its Subsidiary is as follows: Year ended June 30, 2023 Number Weighted Weighted Share options outstanding at the beginning of the period - $ - - Share options granted 229,353 $ 15.20 3.47 Share options outstanding at the end of the period 229,353 $ 15.20 3.47 Share options exercisable at the end of the period 114,676 $ 15.20 3.47 Share options unvested 114,677 $ 15.20 3.47 Share options vested and expected to vest at the end of the period 229,353 $ 15.20 3.47 Year ended June 30, 2024 Number Weighted Weighted Share options outstanding at the beginning of the period 229,353 $ 15.20 3.47 Share options granted 12,500 $ 6.08 6.73 Share options forfeited (1,562 ) $ 6.08 - Share options outstanding at the end of the period 240,291 $ 14.82 2.42 Share options vested and exercisable at the end of the period 240,291 $ 14.82 2.42 (**) See note 1d regarding reverse share split As of June 30, 2024, the aggregate intrinsic value of these options was $0. On December 14, 2022, Yaky Yanay, the Company’s CEO, 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 the Company’s existing equity compensation plans. In that regard, the Company granted Mr. Yanay (i) 41,853 RSUs, vesting ratably each month (see also item c), 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. All of these options were granted in December 2022 and will expire three years from the last vesting date. In addition, the Board 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 $20.80 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 after the last vesting date. Compensation expenses recorded in general and administrative expenses related to options granted to CEO and directors by Pluri Inc. and its Subsidiary for the years ended June 30, 2024 and 2023 were $220 and $568, respectively. c. RSUs to employees and directors: The following table summarizes the activity related to unvested RSUs granted to employees and directors under the Plans by Pluri Inc. and its Subsidiary, for the years ended June 30, 2024 and 2023: Year ended June 30, 2024 2023 Number (**) Unvested at the beginning of period 207,199 241,877 Granted 395,327 41,853 Forfeited (132,400 ) (6,424 ) Vested (116,992 ) (70,107 ) Unvested at the end of the period 353,134 207,199 Expected to vest after the end of period 319,533 205,072 (**) See note 1d regarding reverse share split Compensation expenses related to RSUs granted to employees and directors by Pluri Inc. and its Subsidiary were recorded as follows: Year ended June 30, 2024 2023 Research and development expenses $ 316 $ 55 General and administrative expenses 1,258 2,150 $ 1,574 $ 2,205 Unamortized compensation expenses related to RSUs granted to employees and directors by Pluri Inc. and its Subsidiary are approximately $848 to be recognized by the end of January 2027. General and administrative expenses include compensation expenses for the year ended June 30, 2024 and 2023, in the amount of $58 and $273 were related to 41,853 RSUs granted to the CEO, due each month (see also item b). d. RSUs and RS to consultants: The following table summarizes the activity related to unvested RSUs and RS granted to non-employee consultants under the Plans by Pluri Inc. and its Subsidiary for the years ended June 30, 2024 and 2023: Year ended June 30, 2024 2023 Number (**) Unvested at the beginning of period 2,500 5,157 Granted 27,270 - Vested (24,968 ) (2,657 ) Unvested at the end of the period 4,802 2,500 (**) See note 1d regarding reverse share split Compensation expenses related to RSUs and RS granted to consultants by Pluri Inc. and its Subsidiary were recorded as follows: Year ended June 30, 2024 2023 Research and development expenses $ - $ 1 General and administrative expenses 170 204 $ 170 $ 205 Unamortized compensation expenses related to RSUs and RS granted consultants by Pluri Inc. and its Subsidiary are approximately $21 to be recognized by the end of June 2025. e. Summary of the Company’s warrants and options: Year ended June 30, 2024 Warrants / Options Weighted average exercise Options and Options and Weighted Warrants: $ 8.24 697,485 697,485 1.55 $ 8.40 258,565 258,565 1.82 $ 8.48 29,688 29,688 1.47 $ 8.72 16,875 16,875 1.49 $ 8.96 16,875 16,875 1.50 Total warrants 1,019,488 1,019,488 Options: $ 5.80 17,475 8,100 4.87 $ 8.96 41,853 41,853 2.04 $ 12.48 62,500 62,500 2.25 $ 16.64 62,500 62,500 2.25 $ 20.80 62,500 62,500 2.25 $ 6.08 10,938 10,938 6.73 Total options 257,766 248,391 Total warrants and options 1,277,254 1,267,879 This summary does not include 357,936 RSUs and RS that are not vested as of June 30, 2024. (**) See note 1d regarding reverse share split (3) Nasdaq Deficiency Letter: On May 28, 2024, the Company, received a deficiency letter, or the Nasdaq Letter, from the Listing Qualifications Department of The Nasdaq Stock Market LLC, or Nasdaq, notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500 in shareholders’ equity for continued listing on The Nasdaq Capital Market, or the Shareholders’ Equity Requirement, nor was it in compliance with either of the alternative listing standards, market value of listed securities of at least $35,000 or net income of $500 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. Pursuant to the Nasdaq Letter, on July 11, 2024, and subsequent to the balance sheet date, the Company submitted a plan to regain compliance, or the Compliance Plan. Based on the Compliance Plan, Nasdaq granted the Company an extension of time to regain compliance with the Shareholders’ Equity Requirement until November 24, 2024. If the Company fails to evidence compliance by the required deadline, the Company may be subject to delisting. At that time, the Company may appeal Staff’s determination to a Hearings Panel. The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. However, there can be no assurance the Company will ultimately regain compliance with all applicable requirements for continued listing. Neither the Nasdaq Letter nor the Company’s noncompliance have an immediate effect on the listing or trading of the Company’s common shares, which will continue to trade on The Nasdaq Capital Market under the symbol “PLUR”. |