SHAREHOLDERS’ EQUITY | NOTE 5: - SHAREHOLDERS’ EQUITY (1) Reverse share split In March 2024, the Company’s Board of Directors, or the Board, approved a 1-for-8 reverse share split of the Company’s (a) authorized common shares; and (b) issued and outstanding common shares. The reverse share split became effective on April 1, 2024. 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 share split for all periods presented. As a result of rounding-up fractional shares into whole shares as a result of the reverse share split, an additional 67,836 common shares were included in the Company’s issued and outstanding shares. (2) Pursuant to a registration statement on Form S-3 (File No. 333-273347), declared effective by the U.S Securities and Exchange Commission on September 21, 2023, on February 13, 2024 the Company entered into an Open Market Sales Agreement, or Sales Agreement, with A.G.P./Alliance Global Partners, or 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. As of December 31, 2024, the Company sold 42,729 common shares under the Sales Agreement at an average price of $5.93 per share. (3) Share options and restricted share units, or RSUs to employees, directors and consultants: a. Options to non-employee consultants: A summary of the share options granted to non-employee consultants under its equity incentive plans, or the Plans, by Pluri Inc. and its Subsidiary is as follows: Six months ended December 31, 2024 Number Weighted Weighted Aggregate Share options outstanding at the beginning of the period 17,475 $ 5.80 4.87 $ 42 Share options outstanding at end of the period 17,475 $ 5.80 4.37 $ 19 Share options exercisable at the end of the period 8,100 $ 7.41 4.74 $ 19 Share options unvested 9,375 $ 4.40 4.05 $ - Share options vested and expected to vest at the end of the period 17,475 $ 5.80 4.37 $ 19 Unamortized compensation expenses related to options granted to non-employee consultants by Pluri Inc. and its Subsidiary are approximately $11 to be recognized by the end of March 2027. b. Options to the Chief Executive Officer, or CEO, and Director: A summary of the share options granted to the CEO and director under the Plans by Pluri Inc. and its Subsidiary is as follows: Six months ended December 31, 2024 Number Weighted Weighted Share options outstanding at the beginning of the period 240,291 $ 14.82 2.42 Share options outstanding at the end of the period 240,291 $ 14.82 1.91 Share options vested and exercisable at the end of the period 240,291 $ 14.82 1.91 As of December 31, 2024, the aggregate intrinsic value of these options was $0. 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 six-month period ended December 31, 2024: Six months ended Number Unvested at the beginning of the period 353,134 Granted 48,653 Forfeited (13,938 ) Vested (143,243 ) Unvested at the end of the period 244,606 Expected to vest after the end of the period 223,496 The fair value of all RSUs was determined based on the closing trading price of the Company’s shares known at the grant date. The weighted average grant date fair value of RSUs granted during the six-month period ended December 31, 2024 granted to employees and directors was $5.20 per share. Unamortized compensation expenses related to RSUs granted to employees and directors by Pluri Inc. and its Subsidiary are approximately $439 to be recognized by the end of September 2027. d. RSUs and restricted shares, or RS to consultants: The following table summarizes the activity related to unvested RSUs and RS granted to non-employee consultants by Pluri Inc. and its Subsidiary for the six-month period ended December 31, 2024: Six months ended 2024 Number Unvested at the beginning of the period 4,802 Granted 12,138 Vested (13,994 ) Unvested at the end of the period 2,946 The fair value of all RSUs was determined based on the closing trading price of the Company’s shares known at the grant date. The weighted average grant date fair value of RSUs granted during the six-month period ended December 31, 2024 granted to non-employee consultants was $5.47 per share. Unamortized compensation expenses related to RSUs and RS granted consultants by Pluri Inc. and its Subsidiary are approximately $6 to be recognized by the end of June 2025. Compensation expenses related to RSUs granted by Pluri Inc. and its Subsidiary were recorded as follows: Six months ended Three months ended 2024 2023 2024 2023 Research and development expenses $ 136 $ 62 $ 48 $ 31 General and administrative expenses 570 634 159 278 $ 706 $ 696 $ 207 $ 309 (4) Nasdaq Deficiency Letter: On November 25, 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. On January 6, 2025, the Company submitted a plan to regain compliance, or the Compliance Plan. Based on the Compliance Plan, Nasdaq has determined to grant the Company an extension of time to regain compliance with the Shareholders’ Equity Requirement until May 24, 2025. 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”. |