Pluri Inc.

On January 23, 2025, the Company entered into the Securities Purchase Agreement with a company wholly owned beneficially by Mr. Weinstein, relating to an offering of: (i) 1,383,948 Common Shares, (ii) Pre-Funded Warrants to purchase up to 26,030 Common Shares, and (iii) Common Warrants to purchase up to 84,599 Common Shares. The purchase price for each Common Share, and accompanying warrant, was $4.61. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investor and customary indemnification, registration rights and obligations of the parties.

The Pre-Funded Warrants were issued on the Closing Date (as defined below), have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Company’s shareholders (the “Shareholder Approval”) required pursuant to the Nasdaq 20% Rule and remain exercisable until exercised in full.

The Common Warrants were issued on the Closing Date (as defined below), have an exercise price of $5.568 per share, will not be exercisable until the Company receives Shareholder Approval, and will be exercisable for three years following the date of receipt of the Shareholder Approval.

The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions and are subject to a 19.99% beneficial ownership limitation until the Shareholder Approval is obtained.

The Offering closed on February 5, 2025 (the “Closing Date”). The gross proceeds to the Company from the Offering were $6.5 million, which the Company is using for working capital and general corporate purposes.

On April 25, 2025, the Company and the entity wholly owned by Mr. Weinstein, entered into the Amendment to the Securities Purchase Agreement, pursuant to which Mr. Weinstein agreed to exchange 976,139 Common Shares acquired under the Securities Purchase Agreement for additional pre-funded warrants (the “Additional Pre-Funded Warrants”) to purchase up to 976,139 Common Shares. The exercise of such Additional Pre-Funded Warrants is subject to shareholder approval. The Additional Pre-Funded Warrants were issued on April 28, 2025 and have the same terms as the Pre-Funded Warrants issued on the Closing Date. Other than obtaining shareholder approval, there are no other contingencies or requirements necessary to permit the exercise of the Pre-Funded Warrants, the Additional Pre-Funded Warrants and the Common Warrants.

The securities issued with respect to the private placement offering were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 903 of Regulation S promulgated thereunder. The Additional Pre-Funded Warrants were exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration.

The foregoing descriptions of the Securities Purchase Agreement, the Pre-Funded Warrants, the Common Warrants and the Securities Purchase Agreement Amendment are qualified in their entirety by reference to the full text of the Securities Purchase Agreement the Form of Pre-Funded Warrants, the Form of Common Warrants and the Securities Purchase Agreement Amendment, copies of which were filed as Exhibits 10.1, 4.1, 4.2, to the Company’s Form 8-K filed with the SEC on January 29, 2025, and as Exhibit 10.3 to the Company’s Form 10-Q filed with the SEC on May 13, 2025, respectively.