Pluri Inc.
For the period ended Mar 31, 2025. Filed May 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
PLUR$1.24+3.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-02-11.
0001213900-25-012189
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001213900-25-042637
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 83 previous paragraphs and 86 current paragraphs.
34 unchanged; 44 reworded; 8 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
In April 2025, we announced that the U.S. Patent and Trademark Office (the “USPTO”), has issued a patent covering our immune cell expansion technologies. The patent claims a proprietary system and method for immune cell activation, genetic engineering, and large-scale 3D expansion. Additionally, we announced that we were issued a patent in Israel, which mirrors a previously granted U.S. patent. Following these recent patent grants, our intellectual property estate includes over 250 patents pending, allowed, and granted.
Current report
On January 23, 2025, the Company entered into a binding term sheet (the “Term Sheet”) for the purchase of certain shares representing approximately 71% of the equity of Kokomodo Ltd. (“Kokomodo”) (on a fully diluted basis), an Israeli agtech company specializing in cultivated cacao production, for an aggregate purchase price of $4.5 million, payable in Common Shares of the Company. Following the execution of the Term Sheet, on March 13, 2025, the Company and the Subsidiary (collectively, the “Purchaser”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”), effective as of March 12, 2025, with Chutzpah Holdings Limited, a company wholly owned by Mr. Alejandro Weinstein, a director of the Company, and Plantae Bioscience Ltd., a corporation controlled by Mr. Weinstein (collectively, the “Seller”), pursuant to which, on April 28, 2025, the Seller sold to the Purchaser 400,000 ordinary shares and 175,000 preferred seed-1 shares (the “Purchased Shares”), representing approximately 71% of the equity of Kokomodo, for an aggregate purchase price of $4.5 million, payable in 976,139 of our common shares (the “Consideration Shares”). Pursuant to the Share Purchase Agreement, the Seller also transferred, assigned and conveyed in favor of the Purchaser a convertible loan, pursuant to an assignment and assumption agreement (the “Assignment Agreement”), reflecting a principal aggregate amount of $0.5 million (together with the Purchased Shares, the “Purchased Interests” and such transactions are referred to as the “Kokomodo Transaction”).
Current report
Other Financial Income (expenses), net
Current report
On January 23, 2025, the Company entered into the Term Sheet for the purchase of certain shares representing approximately 71% of the equity of Kokomodo (on a fully diluted basis), for an aggregate purchase price of $4.5 million, payable in Common Shares of the Company. Following the execution of the Term Sheet, on March 13, 2025, the Purchaser entered into the Share Purchase Agreement, effective as of March 12, 2025, with the Seller, pursuant to which, on April 28, 2025, the Seller (i) sold to the Purchaser 400,000 ordinary shares and 175,000 preferred seed-1 shares, representing approximately 71% of the equity of Kokomodo (on a fully diluted basis), and (ii) transferred, assigned and conveyed in favor of the Purchaser a convertible loan, pursuant to the Assignment Agreement, reflecting a principal aggregate amount of $0.5 million.
Current report
In consideration for the sale, transfer and conveyance of the Purchased Interests, the Company paid the Seller an aggregate purchase price of $4.5 million, which was paid in 976,139 common shares of the Company.
Current report
The Company also executed leak-out agreements (the “Leak-Out Agreement”), pursuant to which the Seller agreed to sell, dispose or otherwise transfer the Consideration Shares on the Nasdaq Capital Market or the Tel Aviv Stock Exchange, subject to certain limitations and restrictions for a period commencing on the date of closing of the Kokomodo Transaction and ending on the earlier of (i) 36 months, (ii) the time when the Seller holder holds less than 10% of the outstanding shares of the Company or (iii) the occurrence of a breach of the Company’s commitment to register the Consideration Shares under the Securities Act of 1933, as amended.
Current report
On April 28, 2025, we completed the Kokomodo Transaction, Kokomodo will continue to operate as an independent company and a majority owned subsidiary of our Company.
Current report
We continuously seek funding through various channels, including strategic collaborations with other companies via licensing agreements, joint ventures, and partnerships. We also pursue non-dilutive funding sources such as research grants, including those from the IIA and the European Union, as well as potential proceeds from the sale of our securities.
Removed paragraphs (5)
Previous report
On January 23, 2025, we entered into a Term Sheet with Mr. Alejandro Weinstein, a non-U.S. investor, or the Investor, for the purchase of certain shares representing approximately 71% (on a fully diluted basis) of Kokomodo Ltd., or Kokomondo, an Israeli agtech company specializing in cultivated cacao production, for an aggregate purchase price of $4.5 million, payable in our common shares, or the Kokomodo Transaction. The Kokomodo Transaction will be subject to, among other conditions, the approval of our shareholders. The Kokomodo Transaction is subject to certain closing conditions, including the approval of our shareholders. As of the date of this report, there is no guarantee when or if the Kokomodo Transaction will be completed.
Previous report
Other Financial Income, net
Previous report
Concurrently with the Offering, on January 23, 2025, we and the Investor entered into a Term Sheet, for the purchase of certain shares representing approximately 71% (on a fully diluted basis) of Kokomodo, for an aggregate purchase price of $4.5 million, payable in our common shares. The Kokomodo Transaction will be subject to, among other conditions, to the approval of our shareholders. The Kokomodo Transaction is expected to close during the second quarter of 2025 (calendar year), following the approval of the Company’s shareholders. As of the date of this report, there is no guarantee when or if the Kokomodo Transaction will be completed.
Previous report
Pursuant to the Term Sheet, in case that the Kokomodo Transaction does not close, for any reason other than due to Investor’s failure to perform his material undertakings under the Term Sheet and/or covenants as agreed under the definitive agreement, or due to any diligence finding which the we are not currently aware of and that are likely to result in liabilities exceeding $0.5 million to us, then we shall: (a) purchase a certain portion of Investor’s shares in Kokomodo for a purchase amount of $1 million (based on a $6 million pre-money valuation of Kokomodo, calculated prior to the investment described in (b)), and (b) invest an additional $0.5 million in Kokomodo under a under a Simple Agreement for Future Equity, or SAFE, providing a 20% discount of the price per share set in connection with a trigger event for conversion of the SAFE into equity of Kokomodo and a pre-money valuation cap of $5.5 million in connection with such round.
Previous report
We are continually looking for sources of funding, including collaboration with other companies via licensing agreements, joint ventures and partnerships, and other non-dilutive sources such as our contract with NIAID and DoD, research grants such as the IIA grants and the European Union grants, and sales of our common shares.
Reworded paragraphs (44)
Previous wording
In addition, historic results of scientific research and development, or R&D, clinical and preclinical trials do not guarantee that the conclusions of future R&D 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, 2024, or the 2024 Annual Report, as well as in Part II, Item 1A of this Quarterly Report. Readers are also urged to carefully review and consider the various disclosures we have made in that report.
Current wording
In addition, historic results of scientific research and development (“R&D”), clinical and preclinical trials do not guarantee that the conclusions of future R&D or trials would not suggest different conclusions. Also, historic results referred to in this periodic report would be interpreted differently considering 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, 2024 (the “2024 Annual Report”), as well as in Part II, Item 1A of this Quarterly Report. Readers are also urged to carefully review and consider the various disclosures we have made in that report.
Previous wording
As used in this Quarterly Report on Form 10-Q, the terms “we”, “us”, “our”, the “Company” and “Pluri” mean Pluri Inc., our wholly owned subsidiaries, Pluri Biotech Ltd., Pluristem GmbH, and Coffeesai Ltd., and our subsidiary Ever After Foods Ltd., or Ever After Foods, unless otherwise indicated or as otherwise required by the context.
Current wording
As used in this Quarterly Report on Form 10-Q, the terms “we”, “us”, “our”, the “Company” and “Pluri” mean Pluri Inc., our wholly owned subsidiaries, Pluri Biotech Ltd., Pluristem GmbH, and Coffeesai Ltd., and our subsidiaries Ever After Foods Ltd. (“Ever After Foods”), unless otherwise indicated or as otherwise required by the context.
Previous wording
We are a biotechnology 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, cell manufacturing facility. We are utilizing our technology in the fields of regenerative medicine, immunotherapy, food tech, 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 via partnerships, joint ventures, licensing agreements and other types of collaborations.
Current wording
We are a biotechnology company with an advanced cell-based technology platform, which operates in one operating segment. We have developed a unique three-dimensional (“3D”) cell expansion platform, supported by an in-house, industrial-scale Good Manufacturing Practice (“GMP”) cell manufacturing facility. We are currently applying this technology across the fields of regenerative medicine, immunotherapy, food technology, and agricultural technology. In addition, we have launched a CDMO business and intend to expand the application of our platform to other industries and sectors requiring scalable and cost-efficient cell expansion solutions via partnerships, joint ventures, licensing agreements and other types of collaborations.
Previous wording
Our operations are focused on the research, development and manufacturing of cell-based products and the business development of cell therapeutics and cell-based technologies, providing potential solutions for various industries.
Current wording
Our operations are dedicated to the research, development, and manufacturing of cell-based products, as well as the commercialization of cell therapeutics and related technologies aimed at delivering innovative solutions across a range of industries.
Previous wording
In the pharmaceutical area, we have focused on several indications utilizing 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, Chronic Graft versus Host Disease and a potential treatment for Hematopoietic Acute Radiation Syndrome, or H-ARS. Some of these studies have been completed while others are still ongoing. We believe that each of these indications is a severe unmet medical need.
Current wording
In the pharmaceutical area, we have focused on several indications utilizing our product candidates, including, but not limited to, muscle recovery following surgery for hip fracture, incomplete recovery following bone marrow transplantation, critical limb ischemia (“CLI”), Chronic Graft versus Host Disease and a potential treatment for Hematopoietic Acute Radiation Syndrome (“H-ARS”). We believe that each of these indications is a severe unmet medical need.
Previous wording
In July 2023, we announced that we signed a three-year $4.2 million contract with the U.S. National Institute of Allergy and Infectious Diseases, or NIAID, which is part of the NIH. Under such contract, we will collaborate with the U.S. Department of Defense’s Armed Forces Radiobiology Research Institute, or AFRRI, and the Uniformed Services University of Health Sciences, or USUHS, in Maryland, U.S.A., to further advance the development of our PLX-R18 cell therapy as a potential novel treatment for H-ARS, a deadly disease that can result from nuclear disasters and radiation exposure.
Current wording
In July 2023, we announced that we signed a three-year $4.2 million contract with the U.S. National Institute of Allergy and Infectious Diseases (“NIAID”), which is part of the NIH. Under such contract, we were to collaborate with the U.S. Department of Defense’s Armed Forces Radiobiology Research Institute (“AFRRI”), and the Uniformed Services University of Health Sciences (“USUHS”), in Maryland, U.S.A., to further advance the development of our PLX-R18 cell therapy as a potential novel treatment for H-ARS, a deadly disease that can result from nuclear disasters and radiation exposure. On April 15, 2025, Pluri Biotech Ltd. received a formal notice of termination from the NIAID, according to which, the contract was terminated for the Government’s convenience and such termination was effective as of April 15, 2025. As of March 31, 2025, prior to receiving the notice of termination, we received approximately $2.16 million in funding under the contract, and we expect to receive an additional amount of approximately $75 thousand for activities conducted by that date. We believe that the termination of the contract may reflect broader federal budgetary and administrative adjustments that have recently affected multiple health-related agencies, including the NIH, and are monitoring these developments closely to assess any potential implications on our ongoing programs.
Previous wording
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 autologous T-cells typically collected from peripheral blood, our MAIT cells are designed to be allogenic universal product. Benefiting with very restricted T-cell receptor, the MAIT cells minimize their likelihood of inducing Graft versus Host Disease, a significant advantage over other potential allogeneic products. We are aiming to design the MAIT cells to potentially show better persistence in the body for a longer duration, enhancing their therapeutic efficacy.
Current wording
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 autologous T-cells typically collected from peripheral blood, our MAIT cells are designed to be allogenic universal products. Benefiting with a very restricted T-cell receptor, the MAIT cells minimize their likelihood of inducing Graft versus Host Disease, a significant advantage over other potential allogeneic products. We are aiming to design the MAIT cells to potentially show better persistence in the body for a longer duration, enhancing their therapeutic efficacy.
Previous wording
We are actively involved in several initiatives leveraged by Pluri’s 3D cell expansion in the agtech field, such as: (a) cell-based coffee business activity through our PluriAgtech business vertical, which is incorporated into our wholly owned subsidiary, Coffeesai Ltd., (b) an innovative proof-of-concept, or POC, collaboration with ICL Group Ltd., a leading global specialty minerals company, to revolutionize bio stimulant delivery and enhance yield sustainably, and (c) a strategic POC agreement with a leading international agriculture corporation which is intended to boost the global vegetable product supply, streamline supply chains, and combat global climate change, while ensuring a natural and a more sustainable future for agriculture.
Current wording
We are actively involved in several initiatives leveraged by Pluri’s 3D cell expansion in the agtech field, such as: (a) cell-based coffee business activity through our PluriAgtech business vertical, which is incorporated into our wholly owned subsidiary, Coffeesai Ltd., (b) an innovative proof-of-concept (“POC”), collaboration with ICL Group Ltd., a leading global specialty minerals company, to revolutionize bio stimulant delivery and enhance yield sustainably, and (c) a strategic POC agreement with a leading international agriculture corporation which is intended to boost the global vegetable product supply, streamline supply chains, and combat global climate change, while ensuring a natural and a more sustainable future for agriculture.
Previous wording
In 2022, we announced the establishment of a joint venture with Tnuva Food Industries – Agricultural Co-Operative in Israel Ltd., or Tnuva, Ever After Foods (previously Plurinuva Ltd.), which is incorporated under the laws of the State of Israel, with the purpose of developing cultivated meat products of all kinds and types.
Current wording
In 2022, we announced the establishment of a joint venture with Tnuva Food Industries – Agricultural Co-Operative in Israel Ltd. (“Tnuva”), Ever After Foods (previously Plurinuva Ltd.), which is incorporated under the laws of the State of Israel, with the purpose of developing cultivated meat products of all kinds and types.
Previous wording
Leveraging Pluri’s innovative technology, Ever After Foods has rapidly advanced its scalable production platform, developing a business-to-business, or B2B, version of its proprietary technology system, Ever After Foods has demonstrated the natural production of muscle and fat tissues for various animal cells, ensuring taste, feel, and texture akin to conventional animal-derived meat.
Current wording
Leveraging Pluri’s innovative technology, Ever After Foods has rapidly advanced its scalable production platform, developing a business-to-business (“B2B”), version of its proprietary technology system, Ever After Foods has demonstrated the natural production of muscle and fat tissues for various animal cells, ensuring taste, feel, and texture akin to conventional animal-derived meat.
Previous wording
In June 2024, we entered into a share purchase agreement by and among Ever After Foods, Tnuva, and certain other international strategic investors, pursuant to which Ever After Foods issued and sold, ordinary shares in a private placement offering, for aggregate gross proceeds of $10 million. As part of such private placement offering, we invested $1.25 million. In addition, our wholly owned subsidiary, Pluri Biotech Ltd., and Ever After Foods executed an Amended and Restated Technology License Agreement, dated June 12, 2024, or the Amended License. The Amended License amended the parties’ existing license agreement dated as of February 23, 2022, to expand the scope of the license to include fish and seafood.
Current wording
In June 2024, we entered into a share purchase agreement by and among Ever After Foods, Tnuva, and certain other international strategic investors, pursuant to which Ever After Foods issued and sold, ordinary shares in a private placement offering, for aggregate gross proceeds of $10 million. As part of such private placement offering, we invested $1.25 million. In addition, our wholly owned subsidiary, Pluri Biotech Ltd., and Ever After Foods executed an Amended and Restated Technology License Agreement, dated June 12, 2024 (the “Amended License”). The Amended License amended the parties’ existing license agreement dated as of February 23, 2022, to expand the scope of the license to include fish and seafood.
Previous wording
RESULTS OF OPERATIONS – THREE AND SIX MONTHS ENDED DECEMBER 31, 2024 COMPARED TO THREE AND SIX MONTHS ENDED DECEMBER 31, 2023
Current wording
RESULTS OF OPERATIONS – THREE AND NINE MONTHS ENDED MARCH 31, 2025 COMPARED TO THREE AND NINE MONTHS ENDED MARCH 31, 2024
Previous wording
Revenues for the six-month and three-month periods ended December 31, 2024 were $511,000 and $185,000, respectively, as compared to $159,000 and $105,000, respectively, during the six-month and three-month periods ended December 31, 2023. Revenues for the six-month and three-month periods ended December 31, 2024 and 2023 were mainly related to services provided to CDMO clients in the field of process and product development and in the agtech fields. The increase in revenues is mainly attributed to the launch of new business verticals, specifically in the CDMO field and an increase related to a POC collaboration with a leading international agriculture corporation in the agtech field.
Current wording
Revenues for the nine-month and three-month periods ended March 31, 2025, were $938,000 and $427,000, respectively, as compared to $230,000 and $71,000, respectively, during the nine-month and three-month periods ended March 31, 2024. Revenues for the nine-month and three-month periods ended March 31, 2025, and 2024 were mainly related to services provided to CDMO clients in the field of process and product development and in the agtech fields. The increase in revenues is mainly attributed to the launch of new business verticals, specifically in the CDMO field and an increase related to a POC collaboration with a leading international agriculture corporation in the agtech field.
Previous wording
Cost of revenues for each of the six-month and three-month periods ended December 31, 2024 were $200,000 and $74,000. Cost of revenues includes (1) manufacturing costs related to our CDMO and agtech fields, which primary consist of materials, personnel-related and overhead costs, and (2) royalties which we are obligated to pay to the European Investment Bank, or EIB, according to the finance agreement, or the EIB Finance Agreement, executed with the EIB by us, Pluri Biotech Ltd. and Pluristem GmbH in April 2020. We had no cost of revenues for the six-month and three-month periods ended December 31, 2023.
Current wording
Cost of revenues for each of the nine-month and three-month periods ended March 31, 2025, were $491,000 and $291,000. Cost of revenues includes (1) manufacturing costs related to our CDMO and agtech fields, which primary consist of materials, personnel-related and overhead costs, and (2) royalties which we are obligated to pay to the EIB, according to the finance agreement (the “EIB Finance Agreement”), executed with the EIB by us, Pluri Biotech Ltd. and Pluristem GmbH in April 2020. We had no cost of revenues for the nine-month and three-month periods ended March 31, 2024.
Previous wording
R&D expenses, net (costs less participation by the IIA, Horizon Europe and the NIAID) for the six-month period ended December 31, 2024 decreased by 2% from $5,957,000 for the six-month period ended December 31, 2023, to $5,814,000. The decrease is mainly attributed to (1) a decrease in salaries and a related to reduction in head count of 10 R&D employees in the Subsidiary (90 R&D employees on December 31, 2024, compared to 100 R&D employees on December 31, 2023) as a result of our cost reduction and efficiency plans, and (2) a decrease in materials costs related to a supplier credit, partially offset by (1) an increase in material purchases in accordance with our manufacturing needs and plans, and (2) an increase related to subcontractors activity in NIAID and immunotherapy projects.
Current wording
R&D expenses, net (costs less participation by the IIA, Horizon Europe and the NIAID) for the nine-month period ended March 31, 2025, decreased by 2% from $9,051,000 for the nine-month period ended March 31, 2024, to $8,857,000. The decrease is mainly attributed to (1) a decrease in clinical studies expenses following the completion of our clinical studies, partially offset by an increase related to subcontractors activity in our NIAID and immunotherapy projects, and (2) a decrease in materials costs related to a supplier credit, partially offset by (3) an increase in material purchases in line with our manufacturing needs and plans, and (4) a decrease in R&D expenses due to classification of expanses into cost of revenues.
Previous wording
R&D expenses, net (costs less participation by the IIA, Horizon Europe and the NIAID) for the three-month period ended December 31, 2024 decreased by 1% from $2,964,000 for the three-month period ended December 31, 2023 to $2,925,000. The decrease is mainly attributed to a decrease in materials costs related to a supplier credit, partially offset by (1) an increase in material purchases and consultants activity in accordance with our manufacturing needs and plans, and (2) a decrease in participation grants from the NIAID contract.
Current wording
R&D expenses, net (costs less participation by the IIA, Horizon Europe and the NIAID) for the three-month period ended March 31, 2025, decreased by 2% from $3,094,000 for the three-month period ended March 31, 2024, to $3,043,000. The decrease is mainly attributed to (1) a decrease in clinical studies expenses following the completion of our clinical studies, partially offset by an increase related to subcontractors activity in our NIAID and immunotherapy projects, (2) a decrease in material purchases and consultants’ activity in line with our manufacturing needs and plans, and (3) a decrease in R&D expenses due to classification of expenses into cost of revenues.
Previous wording
General and administrative expenses for the six-month period ended December 31, 2024 decreased by 3% from $4,792,000 for the six-month period ended December 31, 2023 to $4,652,000 mainly due to a decrease in share-based compensation expenses related to employee terminations and restricted stock unit, or RSU, expenses amortization over time, partially offset by (1) an increase in salaries and related expenses due to the reinstatement of the salary of Mr. Yaky Yanay, our Chief Executive Officer, or CEO (following his salary reduction from January 2023 through December 2023, whereby he waived 75% of his salary and converted it to RSUs, and options), (2) an increase in salaries and related expenses due to reinstatement of temporary reduction in employees’ regular working hours for a limited period in December 2023, (3) an increase in bonus expenses for certain employees, including our CEO and Mrs. Chen Franco-Yehuda, our former Chief Financial Officer, or CFO, for certain performance-based bonuses as defined in their employment agreement, and (4) an increase in share-based compensation expenses related to RSUs and options which were granted during the third quarter of fiscal year 2024 and the first quarter of fiscal year 2025 to employees, officers, directors and consultants.
Current wording
General and administrative expenses for the nine-month period ended March 31, 2025, decreased by 2% to $7,145,000, compared to $7,303,000 for the nine-month period ended March 31, 2024. This decrease was primarily driven by a reduction in share-based compensation expenses, mainly attributed to employee terminations and amortization of restricted stock unit (“RSU”), expenses over time. This reduction was partially offset by the following increases: (1) an increase in salaries and related expenses due to the reinstatement of the salary of Mr. Yaky Yanay, our Chief Executive Officer (“CEO”) (following his salary reduction from January 2023 through December 2023, whereby he waived 75% of his salary and converted it to RSUs, and options), (2) an increase in salaries and related expenses due to reinstatement of temporary reduction in employees’ regular working hours for a limited period in December 2023, (3) an increase in bonus expenses for certain employees, including our CEO and Mrs. Chen Franco-Yehuda, our former Chief Financial Officer (“CFO”), related to performance-based bonuses pursuant to their respective employment agreements, and (4) increased share-based compensation expenses related to RSUs and options granted during the prior year to employees, officers, directors and consultants.
Previous wording
General and administrative expenses for the three-month period ended December 31, 2024 decreased by 9% from $2,354,000 for the three-month period ended December 31, 2023 to $2,143,000. The decrease is mainly attributed to a decrease in share-based compensation expenses related to employee terminations and RSUs, expenses amortization over time, partially offset by (1) an increase in salaries and related expenses due to the reinstatement of the salary of our CEO (following his salary reduction from January 2023 through December 2023, whereby he waived 75% of his salary and converted it to RSUs, and options), (2) an increase in salaries and related expenses due to reinstatement of temporary reduction in employees’ regular working hours for a limited period in December 2023, (3) an increase in bonus expenses for certain employees, including our CEO and our former CFO for certain performance-based bonuses as defined in their employment agreement, and (4) an increase in share-based compensation expenses related to RSUs and options which were granted during the third quarter of fiscal year 2024 and the first quarter of fiscal year 2025 to employees, officers, directors and consultants.
Current wording
General and administrative expenses for the three-month period ended March 31, 2025, decreased by 1% from $2,511,000 for the three-month period ended March 31, 2024, to $2,493,000. The decrease is mainly attributed to (1) a decrease in share-based compensation expenses related to employee terminations and RSUs, and (2) expenses amortization over time, partially offset by (3) an increase in salaries and related expenses due to reinstatement of temporary reduction in employees’ regular working hours for a limited period in December 2023, (4) an increase in bonus expenses for certain employees, including our CEO and our former CFO for certain performance-based bonuses as defined in their employment agreement, and (5) an increase in share-based compensation expenses related to RSUs and options which were granted during the third quarter of fiscal year 2024 and the first quarter of fiscal year 2025 to employees, officers, directors and consultants.
Previous wording
Other financial income, net, increased from $928,000 in financial income for the six-month period ended December 31, 2023 to $1,437,000 in financial income for the six-month period ended December 31, 2024. This increase is mainly attributed to exchange rate differences expenses related to the EIB loan following fluctuation between the U.S. dollar against the Euro, partially offset by (1) a decrease in interest income from deposits, resulting from lower interest rates and reduced deposit levels due to withdrawals, (2) a decrease due to exchange rate expenses on a lease liability due to the strength of the New Israeli Shekel, or NIS, against the U.S Dollar and (3) less income from hedging transactions.
Current wording
Other financial income (expenses), net, decreased from $1,290,000 in financial income for the nine-month period ended March 31, 2024, to $714,000 in financial income for the nine-month period ended March 31, 2025. This decrease is mainly attributed to (1) exchange rate differences expenses related to a loan obtained from EIB (the “EIB Loan”) in April 2020 pursuant to the EIB Finance Agreement, following fluctuation between the U.S. dollar against the Euro, (2) a decrease in interest income from deposits, resulting from lower interest rates and reduced deposit levels due to withdrawals, (3) a decrease due to exchange rate expenses on a lease liability due to the strength of the New Israeli Shekel (“NIS”), against the U.S Dollar, and (4) less income from hedging transactions.
Previous wording
Other financial income, net, changed from $435,000 in financial income for the three-month period ended December 31, 2023 to $2,058,000 in financial income for the three-month period ended December 31, 2024. The increase is mainly attributed to exchange rate differences expenses related to the EIB loan following fluctuation between the U.S. dollar against the Euro, partially offset by (1) a decrease in interest income from deposits, resulting from lower interest rates and reduced deposit levels due to withdrawals and (2) less income from hedging transactions.
Current wording
Other financial income (expenses), net, changed from $362,000 in financial income for the three-month period ended March 31, 2024, to $723,000 in financial expenses for the three-month period ended March 31, 2025. The decrease is mainly attributed to (1) exchange rate differences expenses related to the EIB Loan following fluctuation between the U.S. dollar against the Euro, and (2) a decrease due to exchange rate expenses on a lease liability due to the strength of the NIS against the U.S Dollar.
Previous wording
Interest expenses related to our outstanding loan received from the EIB and all changes during the six-month and three-month periods ended December 31, 2024 compared to the six-month and three-month periods ended December 31, 2023 are attributable solely to exchange rate differences of the Euro compared to the U.S. dollar.
Current wording
Interest expenses related to our outstanding EIB Loan and all changes during the nine-month and three-month periods ended March 31, 2025, compared to the nine-month and three-month periods ended March 31, 2024, are attributable solely to currency rate differences of the Euro compared to the U.S. dollar.
Previous wording
Net loss for the six-month and three-month periods ended December 31, 2024 were $9,146,000 and $3,110,000, respectively, as compared to net loss of $10,092,000 and $4,994,000 for the six-month and three-month periods ended December 31, 2023, respectively. The decreases were due to decreases in general and administrative expenses and R&D expenses, as part of the implementation of our business strategy, our efforts to reduce costs pursuant to an efficiency plan, and due to the launch of our new businesses, such as the CDMO and agtech fields. Net loss per share attributed to shareholders for the six-month and three-month periods ended December 31, 2024 were $1.61 and $0.53, respectively, as compared to $1.92 and $0.96 for the six-month and three-month periods ended December 31, 2023, respectively. We had net loss attributed to our non-controlling interest in Ever After Foods for the six-month and three-month periods ended December 31, 2024 of $308,000 and $154,000, respectively.
Current wording
Net loss for the nine-month and three-month periods ended March 31, 2025, were $15,481,000 and $6,335,000, respectively, as compared to net loss of $15,482,000 and $5,390,000 for the nine-month and three-month periods ended March 31, 2024, respectively. The increase in net loss was mainly due to exchange rate differences expenses as mentioned above. Net loss per share attributed to shareholders for the nine-month and three-month periods ended March 31, 2025, were $2.56 and $0.94, respectively, as compared to $2.92 and $1.01 for the nine-month and three-month periods ended March 31, 2024, respectively. We had a net loss attributed to our non-controlling interest in Ever After Foods for the nine-month and three-month periods ended March 31, 2025, of $496,000 and $188,000, respectively.
Previous wording
For the six-month and three-month periods ended December 31, 2024 and 2023, we had weighted average common shares outstanding of 5,505,915, 5,552,931 and 5,178,555, 5,190,853, respectively, which were used in the computations of net loss per share for the six-month and three-month periods.
Current wording
For the nine-month and three-month periods ended March 31, 2025, and 2024, we had weighted average common shares outstanding of 5,857,743, 6,563,555 and 5,193,808, 5,221,162, respectively, which were used in the computations of net loss per share for the nine-month and three-month periods.
Previous wording
The increase in weighted average common shares outstanding reflects the issuance of additional shares upon the vesting of RSUs and restricted shares issued to directors, officers, employees and consultants.
Current wording
The increase in weighted average common shares outstanding reflects the issuance of additional shares pursuant to a securities purchase agreement entered into on January 23, 2025 and an additional securities purchase agreement entered into on February 3, 2025 (the “Securities Purchase Agreement” and the “Additional Securities Purchase Agreement”, respectively), and additional shares upon the vesting of RSUs and restricted shares issued to directors, officers, employees and consultants.
Previous wording
As of December 31, 2024, our total current assets were $22,370,000 and total current liabilities were $4,440,000. On December 31, 2024, we had a working capital surplus of $17,930,000, total equity (deficit) of ($2,917,000), after deduction of $5,111,000 which is attributed to the non-controlling interest in Ever After Foods, and an accumulated deficit of $(429,310,000).
Current wording
As of March 31, 2025, our total current assets were $27,455,000 and total current liabilities were $5,705,000. On March 31, 2025, we had a working capital surplus of $21,750,000, total equity of $483,000, after deduction of $4,957,000 which is attributed to the non-controlling interest in Ever After Foods, and an accumulated deficit of $(435,457,000).
Previous wording
Our cash and cash equivalents and restricted cash as of December 31, 2024 amounted to $7,490,000, compared to $5,841,000 as of December 31, 2023 and compared to $7,037,000 as of June 30, 2024. Cash balances changed in the six months ended December 31, 2024 compared to the six months ended December 31, 2023 for the reasons presented below.
Current wording
Our cash and cash equivalents and restricted cash as of March 31, 2025, amounted to $8,906,000, compared to $7,354,000 as of March 31, 2024, and compared to $7,037,000 as of June 30, 2024. Cash balances changed in the nine months ended March 31, 2025, compared to the nine months ended March 31, 2024, for the reasons presented below.
Previous wording
Net cash used for operating activities was $8,692,000 in the six months ended December 31, 2024, compared to $9,506,000 in the six-months ended December 31, 2023. Cash used in operating activities in the six months ended December 31, 2024 and 2023 consisted primarily of payments of fees to our suppliers, subcontractors, professional services providers and consultants, and payments of salaries to our employees, partially offset by income from CDMO clients and by grants from the IIA, the Horizon Europe program, and funds received from the NIAID contract.
Current wording
Net cash used for operating activities was $12,995,000 in the nine months ended March 31, 2025, compared to $13,708,000 in the nine-month ended March 31, 2024. Cash used in operating activities in the nine months ended March 31, 2025, and 2024 consisted primarily of payments of fees to our suppliers, subcontractors, professional services providers and consultants, and payments of salaries to our employees, partially offset by income from our CDMO clients, agtech fields activities and by grants from the IIA, the Horizon Europe program, and funds received from the NIAID contract.
Previous wording
Investing activities provided cash of $9,230,000 in the six months ended December 31, 2024, compared to cash provided of $9,721,000 for the six months ended December 31, 2023. The investing activities in the six-month period ended December 31, 2024 and 2023 consisted primarily of the proceeds from withdrawal of short-term deposits, net of $9,550,000 and $9,945,000, respectively.
Current wording
Investing activities provided cash of $4,998,000 in the nine months ended March 31, 2025, compared to cash provided of $15,389,000 for the nine months ended March 31, 2024. The investing activities in the nine-month period ended March 31, 2025, and 2024 consisted primarily of the proceeds from withdrawal of short-term deposits, net of $5,895,000 and $15,702,000, respectively.
Previous wording
We had no financing activities in the six months ended December 31, 2024 or 2023.
Current wording
Financing activities provided cash of $9,968,000 in the nine months ended March 31, 2025, which were related to net proceeds received from the of issuances of common shares, pre-funded warrants and warrants, net of issuance cost related to the Offering and the Second Offering. We had no financing activities in the nine months ended March 31, 2024.
Previous wording
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. We are currently in discussions with the EIB regarding a potential restructuring of the terms of the loan, however, there is no certainty that such restructuring will be achieved. As of December 31, 2024, the interest accrued was in the amount of approximately €2.86 million. 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 our 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 our consolidated revenues below $350 million, 1.2% of our consolidated revenues between $350 million and $500 million and 0.2% of our consolidated revenues exceeding $500 million. As of December 31, 2024, we had an accrued royalty in the amount of $5,000. As the project term ended on December 31, 2022, we do not expect to receive additional funds pursuant to the EIB Finance Agreement.
Current wording
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. We are currently in discussions with the EIB regarding a potential restructuring of the terms of the EIB Loan. Such discussions are currently focused on the new terms of the EIB Loan, including an extension of the current maturity date of the EIB Loan. The Company is expecting to finalize such discussions by the end of June 2025; however, there is no certainty that such restructuring will be achieved on the expected timeline or at all. As of March 31, 2025, the interest accrued was in the amount of approximately €3.06 million. 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 our 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 our consolidated revenues below $350 million, 1.2% of our consolidated revenues between $350 million and $500 million and 0.2% of our consolidated revenues exceeding $500 million. As of March 31, 2025, we had an accrued royalty in the amount of $8 thousand. As the project term ended on December 31, 2022, we do not expect to receive additional funds pursuant to the EIB Finance Agreement.
Previous wording
On July 11, 2023, we signed a three-year $4.2 million contract with the NIAID, 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, with an optional extension for an additional two-year period.
Current wording
On July 11, 2023, we signed a three-year $4.2 million contract with the NIAID, to support the development of our PLX-R18 cell therapy as a potential novel treatment for H-ARS. The program included collaboration with the U.S. Department of Defense (AFRRI and the USUHS) and was funded by NIAID as part of the NIH.
Previous wording
On June 6, 2024, the NIAID exercised its option for year two of the three-year $4.2 million contract. During the 12 months period from July 1, 2024 through June 30, 2025, the NIAID will provide us with $1.4 million to manufacture the PLX-R18 cell therapy and to conduct both in vitro and in vivo studies to develop PLX-R18 as a potential novel treatment for hematopoietic complications of the H-ARS. As of December 31, 2024, we have received from the NIAID approximately $1.9 million and as of December 31, 2024 we expect to receive an additional amount of approximately $0.1 million for activities conducted by that date.
Current wording
On June 6, 2024, the NIAID exercised its option for year two of the three-year $4.2 million contract. During the 12 months period from July 1, 2024, through June 30, 2025, the NIAID was planned to provide us with $1.4 million to manufacture the PLX-R18 cell therapy and to conduct both in vitro and in vivo studies to develop PLX-R18 as a potential novel treatment for hematopoietic complications of the H-ARS. On April 15, 2025, we received formal notice of termination from the NIAID. According to the notice of termination, the contract was terminated for the Government’s convenience and such termination was effective as of April 15, 2025. As of March 31, 2025, we have received from the NIAID approximately $2.16 million and as of March 31, 2025, we expect to receive an additional amount of approximately $75 thousand for activities conducted by that date. We believe that the termination of the contract may reflect broader federal budgetary and administrative adjustments that have recently affected multiple health-related agencies, including the NIH.
Previous wording
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 million, from time to time through A.G.P. As of February 11, 2025, we have sold an aggregate of 42,729 common shares pursuant to the Sales Agreement at an average price of $5.93 per share.
Current wording
On February 13, 2024, we entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“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 million, from time to time through A.G.P. As of May 13, 2025, we have sold an aggregate of 42,729 common shares pursuant to the Sales Agreement at an average price of $5.93 per share.
Previous wording
On January 23, 2025, we entered into the Securities Purchase Agreement with the Investor, relating to the Offering of: (i) 1,383,948 of our common shares, par value $0.00001 per share, (ii) pre-funded warrants, or the Pre-Funded Warrants, to purchase up to 26,030 common shares, and (iii) warrants, or the Common Warrants, to purchase up to 84,599 common shares. The Offering price per share and accompanying warrant is $4.61. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable at any time following the receipt certain approvals from our shareholders, required by the applicable rules of the Nasdaq Capital Market, and until exercised in full. The Common Warrants have an exercise price of $5.568 per share, will not be exercisable until we receive the approval from our shareholders, and will be exercisable for three years following the date of receipt of such approval. The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions and are subject to a 19.99% beneficial ownership limitation until approval from our shareholders is obtained. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investor and customary indemnification rights and obligations of the parties.
Current wording
On January 23, 2025, we entered into the Securities Purchase Agreement with the Investor, relating to the offering of: (i) 1,383,948 of our common shares, par value $0.00001 per share, (ii) pre-funded warrants (the “Pre-Funded Warrants”), to purchase up to 26,030 common shares, and (iii) warrants (the “Common Warrants”), to purchase up to 84,599 common shares (the “Offering”). On April 25, 2025, we entered into an amendment to the Securities Purchase Agreement, pursuant to which we and the Investor agreed to exchange 976,139 of the common shares for additional Pre-Funded Warrants to purchase up to 976,139 common shares. The Offering price per share and accompanying warrant is $4.61. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable at any time following the receipt certain approvals from our shareholders, required by the applicable rules of the Nasdaq Capital Market, and until exercised in full. The Common Warrants have an exercise price of $5.568 per share, will not be exercisable until we receive approval from our shareholders, and will be exercisable for three years following the date of receipt of such approval. The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions and are subject to a 19.99% beneficial ownership limitation until approval from our shareholders is obtained. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investor and customary indemnification rights and obligations of the parties.
Previous wording
Under the terms of the Securities Purchase Agreement, we appointed Mr. Weinstein to our Board, effective upon the closing of the Offering, and agreed to recommend his election to our shareholders provided that the Investor continues to hold at least 10% of our issued and outstanding common shares.
Current wording
Under the terms of the Securities Purchase Agreement, we appointed Mr. Weinstein to our Board, effective February 5, 2025, and agreed to recommend his election to our shareholders provided that he continues to hold at least 10% of our issued and outstanding common shares.
Previous wording
On February 3, 2025, we entered into an additional securities purchase agreement, or the Additional Securities Purchase Agreement, with Merchant Adventure Fund L.P., an existing investor of the Company, relating to a private placement offering, or the Second Offering, of: (i) 759,219 of our common shares, par value $0.00001 per share, and (ii) warrants, to purchase up to 45,553 common shares. The Second Offering price per share and accompanying warrant is $4.61. The Second Offering warrants have an exercise price of $5.568 per share and a term of three years commencing on the date of issuance. The gross proceeds to the Company from the Second Offering are expected to be approximately $3.5 million and we intend to use the proceeds from the Second Offering for working capital and general corporate purposes.
Current wording
On February 3, 2025, we entered into the Additional Securities Purchase Agreement, with Merchant Adventure Fund L.P., an existing investor of the Company, relating to a private placement offering, (the “Second Offering”), of: (i) 759,219 of our common shares, par value $0.00001 per share, and (ii) warrants, to purchase up to 45,553 common shares. The Second Offering price per share and accompanying warrant is $4.61. The Second Offering warrants have an exercise price of $5.568 per share and a term of three years commencing on the date of issuance. On March 19, 2025, the Second Offering closed and the Company received gross proceeds in the amount of $3.5 million, which it intends to use for working capital and general corporate purposes.
Previous wording
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 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 pharmaceutical, agriculture, and aquaculture industries. CRISPR-IL is funded by the IIA with a total budget of approximately $10 million of which, an amount of approximately $480 thousand was a direct grant allocated to us, for the initial period of 18 months. During October 2021, we received an approval for an additional grant of approximately $583 thousand from the IIA pursuant to the CRISPR-IL consortium program, for an additional period of eighteen months. During January 2023, we received approval for an extension of an additional 2 months to finish the program until June 30, 2023. The CRISPR-IL consortium program does not include any obligation to pay royalties.
Current wording
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 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 pharmaceutical, agriculture, and aquaculture industries. CRISPR-IL is funded by the IIA with a total budget of approximately $10 million of which, an amount of approximately $480 thousand was a direct grant allocated to us, for the initial period of 18 months. During October 2021, we received approval for an additional grant of approximately $583 thousand from the IIA pursuant to the CRISPR-IL consortium program, for an additional period of eighteen months. During January 2023, we received approval for extension of additional two months to finish the program by June 30, 2023. The CRISPR-IL consortium program does not include any obligation to pay royalties.
Previous wording
On October 28, 2024, we announced that the IIA will fund our collaboration with Bar-Ilan University Research and Development Company Ltd., or BIRAD, the commercial arm of the Bar-Ilan University in Israel, to support the continued development of MAIT cells. This collaboration is aimed at advancing innovative allogeneic cell therapies targeting solid tumors and multiple indications. The IIA will fund our collaboration with BIRAD for the first year with a budget approved of approximately $148,000 allocated to us, with an option to fund an additional year. The goal of this collaboration is to effectively integrate both technologies and advance to preclinical studies. The program does not include any obligation to pay royalties. As of December 31, 2024, we have received approximately $28,000 from the IIA for the project.
Current wording
On October 28, 2024, we announced that the IIA will fund our collaboration with Bar-Ilan University Research and Development Company Ltd. (“BIRAD”), the commercial arm of the Bar-Ilan University in Israel, to support the continued development of MAIT cells. This collaboration is focused on advancing innovative allogeneic cell therapies targeting solid tumors and other indications. The IIA is funding our collaboration with BIRAD for the first year, with an approved budget of approximately $148,000 allocated to us. The agreement includes an option for additional funding for a second year. The primary objective is to integrate both technologies effectively and progress to preclinical studies. Notably, the program does not require royalty payment. As of March 31, 2025, we received approximately $29,000 from the IIA for this project.
Previous wording
On September 6, 2022, we announced that a €7.5 million non-dilutive grant from the European Union’s Horizon program was awarded to Advanced Personalized Therapies for Osteoarthritis, or 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/II study for the treatment of mild to moderate knee osteoarthritis.
Current wording
On September 6, 2022, we announced that a €7.5 million non-dilutive grant from the European Union’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/II study for the treatment of mild to moderate knee osteoarthritis.
Previous wording
An amount of approximately Euro 500,000 (approximately $540,000) will be a direct grant that will be allocated to us. Through December 31, 2024, we received a payment of approximately $185,000 in cash, which relates to the PROTO program. On January 13, 2025, we received an additional amount of approximately $143,000 in cash, which relates to the PROTO program.
Current wording
An amount of approximately €500,000 (approximately $540,000) is a direct grant that will be allocated to us. As of March 31, 2025, we received a payment of approximately $330,000 in cash as part of the PROTO program.
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