Pluri Inc.

Previous 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 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, 2025 (the “2025 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, historical results of scientific research and development (“R&D”), clinical and preclinical trials, do not guarantee that the conclusions of future R&D or trials will not suggest different conclusions. Also, historical results referred to in this periodic report may 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, 2025 (the “2025 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

We are a biotechnology company leveraging our proprietary three-dimensional (“3D”) cell expansion platform, which is supported by an in-house, industrial-scale cell manufacturing facility registered as a manufacturer with the U.S. Food and Drug Administration (“FDA”) and operated in accordance with Good Manufacturing Practice (“GMP”) standards on a self-declared basis. We utilize our technology platform to enable scalable and cost-efficient cell expansion and to support a range of cell-based products, services, therapeutics and related technologies. The platform is currently applied in practice across multiple business areas, including regenerative medicine, aesthetics and wellness, food technology, agricultural technology, and through our CDMO activities.

Current wording

We are a biotechnology company leveraging our proprietary three-dimensional (“3D”) cell expansion platform, which is supported by an in-house, industrial-scale cell manufacturing facility and operated in accordance with Good Manufacturing Practice (“GMP”) standards on a self-declared basis. We utilize our technology platform to enable scalable and cost-efficient cell expansion and to support a range of cell-based products, services, therapeutics and related technologies. The platform is currently applied in practice across multiple business areas, including regenerative medicine, wellness and longevity, food technology, agricultural technology, and through our CDMO activities.

Previous wording

We use our advanced cell-based technology platform in the field of regenerative medicine to develop placenta-based cell therapy product candidates for the treatment of inflammatory, muscle injuries and hematologic conditions. Recently, we have also launched a novel immunotherapy platform.

Current wording

We use our advanced cell-based technology platform in the field of regenerative medicine to develop placenta-based cell therapy product candidates for the treatment of inflammatory, muscle injuries and hematologic conditions. In addition, we are advancing a proprietary immunotherapy platform based on novel technology.

Previous wording

Immunotherapy MAIT cells - In May 2024, we launched a novel allogenic immunotherapy platform utilizing MAIT cells specifically designed to address solid tumors - a critical area in medicine where effective treatments are currently insufficient. We believe that our MAIT cells, isolated from the human placenta, offer substantial potential benefits compared to conventional T-cells.

Current wording

Immunotherapy MAIT cells - In May 2024, we launched a novel allogeneic immunotherapy platform utilizing MAIT cells specifically designed to address solid tumors - a critical area in medicine where effective treatments are currently insufficient. We believe that our MAIT cells, isolated from the human placenta, offer substantial potential benefits compared to conventional T-cells.

Previous wording

Placental 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 an allogenic universal product. Benefiting with very restricted T cell receptor, the MAIT cells minimize their likelihood of inducing GvHD, 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

Placental 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 an allogenic universal product. Given their highly restricted T-cell receptor profile, the MAIT cells minimize their likelihood of inducing GvHD, 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

**PluriCDMO™-**In January 2024, we launched a business division offering cell therapy manufacturing services as a CDMO: PluriCDMO™. PluriCDMO™ offers cell therapy development and manufacturing expertise to companies, from early preclinical development, through late-stage clinical trials and commercialization, with a mission to deliver high-quality, essential therapies to patients, as well as other services. We have signed several agreements with clients and are currently generating revenues from this activity.

Current wording

**PluriCDMO™-**In January 2024, we launched a business division offering cell therapy manufacturing services as a CDMO: PluriCDMO™. PluriCDMO™ offers cell therapy development and manufacturing expertise to companies, from early preclinical development, through late-stage clinical trials and commercialization, with a mission to deliver high-quality, essential therapies to patients, as well as related services. We have entered into several agreements with clients through PluriCDMO™ and are actively generating revenues as a result of such agreements.

Previous wording

(a) an innovative proof-of-concept (“POC”) collaboration with ICL Group Ltd., a leading global specialty minerals company, through its Open Innovation program, to revolutionize bio stimulant delivery and enhance yield sustainably;

Current wording

(a) a proof-of-concept (“POC”) collaboration with ICL Group Ltd., a global specialty minerals company, through its Open Innovation program, to improve bio stimulant delivery and enhance yield sustainably;

Previous wording

(b) a strategic POC agreement with a leading international agriculture corporation aimed at boosting the global vegetable product supply, streamlining supply chains, and promoting a more sustainable future for agriculture; and

Current wording

(b) a strategic POC agreement with an international agriculture corporation aimed at boosting the global vegetable product supply, streamlining supply chains, and promoting a more sustainable future for agriculture; and

Previous wording

Cellav - In November 2025, we established Cellav, a wholly owned subsidiary focused on developing regenerative skin and hair solutions using its proprietary 3D cell expansion technology. Cellav develops cell-derived ingredients, including exosomes and cell extracts, for integration into partner formulations and for use in professional and consumer skincare and haircare products.

Current wording

Cellav - In November 2025, we established Cellav, a wholly owned subsidiary focused on developing regenerative skin and hair solutions using our proprietary 3D cell expansion technology. Cellav develops, manufactures and markets skin care and cosmetic products and cell-derived ingredients, including exosomes and cell ingredients (human or plant-derived), conditioned media for integration into third-party formulations and for use in professional and consumer skincare and haircare products. These products and ingredients may also be offered as finished, ready-to-sell products, professional kits or consumable products.

Previous wording

During the first and second quarters of fiscal year 2026, and through the date of this report, we continued to advance our activities across our foodtech, AgTech and cell-based aesthetics and wellness subsidiaries. Each of Ever After Foods, Kokomodo, Coffeesai and Cellav entered into collaboration agreements with leading counterparties in Asia, Europe, and the United States to evaluate and potentially further develop applications of our proprietary technologies in their respective fields. These collaborations are structured around initial, partner-funded POC or pilot programs, designed to assess the application of our technologies in cultivated meat, cacao, coffee, and cell-based skincare, and may, subject to positive outcomes, be expanded into subsequent development or commercialization activities. Collectively, we believe that these collaborations underscore the growing commercial and technological validation of our platform and enhance our strategic positioning across multiple industries.

Current wording

During the nine-months period ended March 31, 2026, and through the date of this report, we continued to advance our activities across our foodtech, AgTech and cell-based aesthetics and wellness subsidiaries. Each of Ever After Foods, Kokomodo, Coffeesai and Cellav entered into collaboration agreements with leading collaboration partners in Asia, Europe, and the United States to evaluate and potentially further develop applications of our proprietary technologies in their respective fields. These collaborations are structured around initial, partner-funded POCs or pilot programs, designed to assess the application of our technologies in cultivated meat, cacao, coffee, and cell-based skincare, and may, subject to positive outcomes, be expanded into subsequent development or commercialization activities. Collectively, we believe that these collaborations underscore the growing commercial and technological validation of our platform and enhance our strategic positioning across multiple industries.

Previous wording

RESULTS OF OPERATIONS – THREE AND SIX MONTHS ENDED DECEMBER 31, 2025 COMPARED TO THREE AND SIX MONTHS ENDED DECEMBER 31, 2024

Current wording

RESULTS OF OPERATIONS – THREE AND NINE MONTHS ENDED MARCH 31, 2026 COMPARED TO THREE AND NINE MONTHS ENDED MARCH 31, 2025

Previous wording

Revenues for the six-month and three-month periods ended December 31, 2025 were $514,000 and $198,000, respectively, as compared to $511,000 and $185,000 during the six-month and three-month periods ended December 31, 2024, respectively. Revenues for the six-month and three-month periods ended December 31, 2025 and 2024, were primarily generated from services provided to CDMO clients for process and product development and additional revenues from POC collaborations in the AgTech field.

Current wording

Revenues for the nine-month and three-month periods ended March 31, 2026, were $681,000 and $167,000, respectively, as compared to $938,000 and $427,000 during the nine-month and three-month periods ended March 31, 2025, respectively. Revenues for the nine-month and three-month periods ended March 31, 2026, and 2025 were primarily generated from services provided to CDMO clients for process and product development and additional revenues from POC collaborations in the AgTech field. The decrease in revenues for each of the nine-month and three-month periods ended March 31, 2026, was primarily driven by a lower volume of project activity as compared to the corresponding periods in fiscal year 2025.

Previous wording

Cost of revenues for each of the six-month and three-month periods ended December 31, 2025 were $313,000 and $112,000, respectively, as compared to $200,000 and $74,000 during the six-month and three-month periods ended December 31, 2024, respectively. Cost of revenues includes manufacturing costs related to our CDMO and AgTech fields, which primarily consist of materials, personnel-related and overhead costs. The increase in cost of revenues for each of the six-month and three-month periods ended December 31, 2025 is attributed to higher personnel costs associated with projects during the current period.

Current wording

Cost of revenues for each of the nine-month and three-month periods ended March 31, 2026, were $424,000 and $111,000, respectively, as compared to $491,000 and $291,000 during the nine-month and three-month periods ended March 31, 2025, respectively. Cost of revenues includes manufacturing costs related to our CDMO and AgTech fields, which primarily consist of materials, personnel-related and overhead costs. The decrease in cost of revenues for each of the nine-month and three-month periods ended March 31, 2026, was primarily driven by a lower volume of project activity as compared to the corresponding periods in fiscal year 2025, resulting in reduced materials usage, personnel costs and allocated overhead.

Previous wording

R&D expenses, net (costs less participation by the IIA, Horizon Europe and the National Institute of Allergy and Infectious Diseases (“NIAID”)) for the six-month period ended December 31, 2025 increased by 33% from $5,814,000 for the six-month period ended December 31, 2024, to $7,757,000. The increase is mainly attributed to (1) an increase in salaries and a related expenses mainly attributed to exchange rate differences expenses and the addition of new employees following the acquisition of our subsidiary, Kokomodo, and (2) an increase in lease payments on our facilities mainly due to Ever After Foods’ new operating facility, partially offset by (3) a decrease in participation by NIAID.

Current wording

R&D expenses, net (costs less participation by the IIA, Horizon Europe and the National Institute of Allergy and Infectious Diseases (“NIAID”)) for the nine-month period ended March 31, 2026, increased by 32% from $8,857,000 for the nine-month period ended March 31, 2025, to $11,719,000. The increase was mainly attributable to (1) an increase in salaries and related expenses due to foreign exchange differences and the addition of new employees following the acquisition of our subsidiary, Kokomodo, partially offset by headcount reductions and the implementation of a cost-reduction plan, (2) an increase in lease expenses on our facilities mainly due to Ever After Foods’ new operating facility, and (3) an increase in share-based compensation expenses related to Ever After Foods’s options granted to an Ever After Foods’s employee, partially offset by (4) a decrease in participation by NIAID and (5) a decrease in R&D expenses following POC activities in our subsidiaries.

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, 2025 increased by 31% from $2,925,000 for the three-month period ended December 31, 2024 to $3,826,000. The increase is mainly attributed to the same reasons described in the preceding paragraph.

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, 2026, increased by 30% from $3,043,000 for the three-month period ended March 31, 2025, to $3,962,000. The increase was mainly attributable to the same reasons described in the preceding paragraph.

Previous wording

General and administrative expenses for the six-month period ended December 31, 2025 increased by 14% from $4,652,000 for the six-month period ended December 31, 2024 to $5,300,000. The increase is mainly attributed to (1) an increase in share-based compensation expenses related to restricted shares (“RS”), restricted stock units (“RSUs”), and options which were granted during the first half of fiscal year 2026 to consultants, and a grant of equity awards to our Chief Executive Officer (“CEO”), in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025, (2) an increase in salaries and a related expenses mainly attributed to exchange rate differences expenses and due to the addition of new employees following the acquisition of our subsidiary, Kokomodo, partially offset by (3) a reduction in our CEO’s salary, whereby he waived 25% of his salary, from July through December 2025, employee terminations and the execution of a cost-reduction plan, and (4) a decrease in expenses related to corporate activities, such as professional services expenses and public relations.

Current wording

General and administrative expenses for the nine-month period ended March 31, 2026, increased by 11% from $7,145,000 for the nine-month period ended March 31, 2025, to $7,930,000. The increase was mainly attributable to (1) an increase in share-based compensation expenses related to restricted shares (“RS”), which were granted during the reporting period to consultants, as well as restricted stock units (“RSUs”) and options granted to our Chief Executive Officer (“CEO”) in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025, and to Ever After Foods’s options granted to an Ever After Foods’s employee; and (2) an increase in salaries and related expenses primarily due to foreign exchange differences, the addition of new employees following the acquisition of our subsidiary, Kokomodo, partially offset by (3) a reduction in our CEO’s salary, whereby he waived 25% of his salary from July through December 2025, and 30% of his salary between January and February 2026, as well as the implementation of a cost-reduction plan, which included a reduction in headcount, and (4) a decrease in expenses related to corporate activities, such as professional services expenses.

Previous wording

General and administrative expenses for the three-month period ended December 31, 2025 increased by 29% from $2,143,000 for the three-month period ended December 31, 2024 to $2,766,000. The increase is mainly attributed to an increase in share-based compensation expenses related to RS, RSUs, and options which were granted during the first half of fiscal year 2026 to consultants, and a grant of equity awards to our CEO, in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025, partially offset by a decrease in expenses related to corporate activities, such as professional services expenses and public relations.

Current wording

General and administrative expenses for the three-month period ended March 31, 2026, increased by 6% from $2,493,000 for the three-month period ended March 31, 2025, to $2,630,000. The increase was mainly attributed to an increase in share-based compensation expenses related to RS which were granted during the current period to consultants, as well as Ever After Foods’s options granted to an Ever After Foods’s employee, partially offset by a decrease in expenses related to corporate activities, such as professional services expenses.

Previous wording

Other financial income (expenses), net, decreased from $1,437,000 in financial income for the six-month period ended December 31, 2024 to $296,000 in financial income for the six-month period ended December 31, 2025. The decrease is mainly attributed to (1) exchange rate differences expenses related to the EIB Loan (as defined below) following fluctuation between the U.S. dollar against the Euro, (2) a decrease in interest income from deposits, resulting from 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, partially offset by (4) an increase in income from hedging transactions.

Current wording

Other financial income (expenses), net, increased from $714,000 in financial income for the nine-month period ended March 31, 2025, to $889,000 in financial income for the nine-month period ended March 31, 2026. The increase was mainly attributable to (1) exchange rate differences expenses related to the EIB Loan (as defined below) following fluctuation between the U.S. dollar against the Euro, and (2) an increase in income derived from hedging transactions, partially offset by (3) a decrease in interest income from deposits, due to lower deposit balances following withdrawals, and (4) a decrease due to exchange rate expenses on a lease liability and on deposits due to the strength of the New Israeli Shekel (“NIS”), against the U.S. Dollar.

Previous wording

Other financial income (expenses), net, decreased from $2,058,000 in financial income for the three-month period ended December 31, 2024 to $143,000 in financial expenses for the three-month period ended December 31, 2025. The decrease is mainly attributed to (1) exchange rate differences expenses related to the EIB Loan (as defined below) following fluctuation between the U.S. dollar against the Euro, (2) a decrease in interest income from deposits, resulting from reduced deposit levels due to withdrawals, and (3) a decrease due to exchange rate expenses on a lease liability due to the strength of the NIS, against the U.S. Dollar.

Current wording

Other financial income (expenses), net, increased from $723,000 in financial expenses for the three-month period ended March 31, 2025, to $593,000 in financial income for the three-month period ended March 31, 2026. The increase was mainly attributable to (1) exchange rate differences expenses related to the EIB Loan (as defined below) following fluctuation between the U.S. dollar against the Euro, and (2) an increase in income derived from hedging transactions, partially offset by (3) a decrease in interest income from deposits, due to lower deposit balances following withdrawals, and (4) a decrease due to exchange rate expenses on a lease liability and due to the strength of 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, 2025 compared to the six-month and three-month periods ended December 31, 2024 are attributable solely to currency rate differences of the Euro compared to the U.S. dollar.

Current wording

Interest expenses related to our outstanding loan from the EIB and all changes during the nine-month and three-month periods ended March 31, 2026, compared to the nine-month and three-month periods ended March 31, 2025, were 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, 2025 were $13,004,000 and $6,872,000, respectively, as compared to net loss of $9,146,000 and $3,110,000 for the six-month and three-month periods ended December 31, 2024, respectively. The increase is mainly due to the increase in R&D expenses, net, general and administrative expenses and financial income, net, for the reasons mentioned above.

Current wording

Net losses for the nine-month and three-month periods ended March 31, 2026, were $19,176,000 and $6,172,000, respectively, as compared to net losses of $15,481,000 and $6,335,000 for the nine-month and three-month periods ended March 31, 2025, respectively. The changes were mainly due to the change in R&D expenses, net, general and administrative expenses and financial income, net, for the reasons mentioned above.

Previous wording

We had a net loss attributed to our non-controlling interest with respect to Ever After Foods and Kokomodo of $611,000 and $329,000 for the six-month and three-month periods ended December 31, 2025, respectively, as compared to $308,000 and $154,000, for the six-month and three-month periods ended December 31, 2024, respectively, with respect to Ever After Foods.

Current wording

We had a net loss attributed to our non-controlling interest with respect to Ever After Foods and Kokomodo of $1,235,000 and $624,000 for the nine-month and three-month periods ended March 31, 2026, respectively, as compared to $496,000 and $188,000, for the nine-month and three-month periods ended March 31, 2025, respectively, with respect to Ever After Foods.

Previous wording

Net loss per share attributed to shareholders for the six-month and three-month periods ended December 31, 2025 were $1.36 and $0.71, respectively, as compared to $1.61 and $0.53 for the six-month and three-month periods ended December 31, 2024, respectively. The decrease in the loss per share was due primarily to an increase in our weighted average number of shares outstanding which reflects the issuance of additional shares upon the vesting of RSUs and RS issued to directors, employees and consultants and pre-funded warrants, partially offset by an increase in the loss for the year.

Current wording

Net loss per share attributed to shareholders for the nine-month and three-month periods ended March 31, 2026, were $1.90 and $0.55, respectively, as compared to $2.56 and $0.94 for the nine-month and three-month periods ended March 31, 2025, respectively. The decrease in the loss per share was due primarily to an increase in our weighted average number of shares outstanding which reflects the issuance of additional shares in the First Offering and the Second Offering (as defined below), (see “Liquidity and Capital Resources” Section below), the issuance of additional shares upon the vesting of RSUs and RS issued to directors, employees and consultants and exercise of pre-funded warrants, partially offset by an increase in the loss for the year.

Previous wording

For the six-month and three-month periods ended December 31, 2025 and 2024, we had weighted average common shares outstanding of 9,127,616, 9,260,439 and 5,505,915, 5,552,931, 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, 2026, and 2025, we had weighted average common shares outstanding of 9,431,741, 10,054,803 and 5,857,743, 6,563,555, respectively, which were used in the computations of net loss per share for such nine-month and three-month periods.

Previous wording

As of December 31, 2025, our total current assets were $13,804,000 and total current liabilities were $32,346,000. On December 31, 2025, we had a working capital deficit of $18,542,000, total deficit of $9,213,000, out of which $5,395,000 is attributed to the non-controlling interest in Ever After Foods and Kokomodo, and an accumulated deficit of $455,448,000.

Current wording

As of March 31, 2026, our total current assets were $10,463,000 and total current liabilities were $32,006,000. On March 31, 2026, we had a working capital deficit of $21,543,000, total deficit of $12,999,000, out of which $5,604,000 was attributed to the non-controlling interest in Ever After Foods and Kokomodo, and an accumulated deficit of $460,996,000.

Previous wording

Our cash and cash equivalents and restricted cash as of December 31, 2025 amounted to $4,914,000, compared to $7,490,000 as of December 31, 2024 and compared to $6,317,000 as of June 30, 2025. Cash balances changed in the six-month period ended December 31, 2025 compared to the six-month period ended December 31, 2024 for the reasons presented below.

Current wording

Our cash and cash equivalents, restricted cash and short-term bank deposits as of March 31, 2026 amounted to $9,548,000, compared to $26,680,000 as of March 31, 2025, and compared to $21,035,000 as of June 30, 2025. Cash balances changed in the nine-month period ended March 31, 2026, compared to the nine-month period ended March 31, 2025, for the reasons presented below.

Previous wording

Net cash used for operating activities increased to $10,633,000 during the six-month period ended December 31, 2025, compared to $8,692,000 during the six-month period ended December 31, 2024, primarily due to increase in exchange rate, increase in salaries following the acquisition of our subsidiary, Kokomodo and a decrease in grants received from the IIA and NIAID contract funding , partially offset by an increase in cash generated from services provided to CDMO clients for process and product development, as well as income from fees in the AgTech sector.

Current wording

Net cash used for operating activities increased to $15,145,000 during the nine-month period ended March 31, 2026, compared to $12,995,000 during the nine-month period ended March 31, 2025, primarily due to an increase in exchange rate, an increase in salaries following the acquisition of our subsidiary, Kokomodo, and a decrease in grants received from the IIA and NIAID contract funding, partially offset by an increase in cash generated from services provided to CDMO clients for process and product development, income from fees in the AgTech sector, and a reduction in payments to suppliers, subcontractors, professional service providers, and consultants.

Previous wording

Investing activities provided cash of $6,508,000 in the six-month period ended December 31, 2025, compared to cash provided of $9,230,000 for the six-month period ended December 31, 2024. Cash provided by investing activities for the six-month period ended December 31, 2025, consisted primarily of proceeds from short-term deposits, net of $7,071,000, partially offset by payments of $563,000 related to investments in property and equipment. Cash provided by investing activities for the six-month period ended December 31, 2024, consisted primarily of proceeds from short-term deposits, net of $9,550,000, partially offset by payments of $320,000 related to investments in property and equipment.

Current wording

Investing activities provided cash in the amount of $8,294,000 in the nine-month period ended March 31, 2026, compared to cash provided in the amount of $4,998,000 for the nine-month period ended March 31, 2025. Cash provided by investing activities for the nine-month period ended March 31, 2026, consisted primarily of proceeds from short-term deposits, net of $8,901,000, partially offset by payments of $607,000 related to investments in property and equipment. Cash provided by investing activities for the nine-month period ended March 31, 2025, consisted primarily of proceeds from short-term deposits, net of $5,895,000, partially offset by payments of $897,000 related to investments in property and equipment.

Previous wording

Financing activities provided cash of $2,843,000 in the six months ended December 31, 2025, which were related to net proceeds received from the issuances of common shares and warrants, net of issuance cost related to the Offering (as defined below) and the Sales Agreement with A.G.P (as defined below), as well as, proceeds related to the SAFE Agreement (as defined below). We had no financing activities in the six-month period ended December 31, 2024.

Current wording

Financing activities provided cash in the amount of $4,221,000 in the nine months ended March 31, 2026, compared to financing activities which provided cash in the amount of $9,968,000 in the nine months ended March 31, 2025. Cash provided by financing activities for the nine-month period ended March 31, 2026, was related to net proceeds received from the issuances of common shares and warrants, net of issuance costs related to the First Offering (as defined below), the Second Offering (as defined below) and the Sales Agreement with A.G.P (as defined below), as well as, proceeds related to the SAFE Agreements (as defined below). Cash provided by financing activities for the nine-month period ended March 31, 2025, consisted primarily of proceeds received from issuances of common shares, pre-funded warrants and warrants, net of issuance costs.

Previous wording

In July 2025, our CEO agreed to forgo 25% percent of his monthly salary, in the amount of NIS 148,500 for a period of six months commencing July 2025.

Current wording

In July 2025, our CEO agreed to forgo 25% of his gross monthly salary, in the aggregate amount of NIS 148,500 for a period of six months commencing July 2025.

Previous wording

On October 15, 2025, the Company’s Board of Directors (the “Board”) approved a grant of equity awards to our CEO, in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025. The approved equity awards consist of (i) 39,050 RSUs which are fully vested, and (ii) stock options to purchase 39,050 common shares of the Company which are fully vested and exercisable for a period of three years at an exercise price of $5.00 per share. As the performance objectives for fiscal year 2025 were satisfied through share-based awards rather than cash compensation, the provision previously recorded in the amount of approximately $41,000, was reversed.

Current wording

On October 15, 2025, the Company’s Board of Directors (the “Board”) approved a grant of equity awards to our CEO, in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025. The approved equity awards consisted of (i) 39,050 RSUs which were fully vested at the time of grant, and (ii) options to purchase 39,050 common shares of the Company which were fully vested at the time of grant and exercisable for a period of three years at an exercise price of $5.00 per share. As the performance objectives for fiscal year 2025 were satisfied through share-based awards rather than cash compensation, the provision previously recorded in the amount of approximately $41,000, was reversed.

Previous wording

On November 13, 2025, Kokomodo entered into a Simple Agreement for Future Equity agreement (the “SAFE Agreement”) with an investor for an aggregate amount of $300,000. In the event of an Equity Financing, which is defined in the SAFE Agreement as a capital raising transaction or series of transactions, pursuant to which (i) Kokomodo issues and sells a new series of preferred shares of Kokomodo at a fixed pre-money valuation; and (ii) at least 25% of the amount of the capital raised is not attributed to the SAFE Investors (as defined in the SAFE Agreement), the investment will be automatically converted into the number of most senior preferred shares of Kokomodo, equal to the purchase amount divided by either: (1) the price per share equal to a Valuation Cap (as defined in the SAFE Agreement) divided by Kokomodo Capitalization (as defined in the SAFE Agreement), or (2) the price per preferred share sold in the Equity Financing discounted by 20%. The SAFE was classified as a long-term liability, accounted at fair value, with remeasurement at each reporting period.

Current wording

On November 13, 2025, Kokomodo entered into a Simple Agreement for Future Equity agreement with an investor for an aggregate amount of $300,000 and on March 17, 2026, with another investor for an aggregate amount of $129 (the “SAFE Agreements”). Pursuant to the terms of the SAFE agreements, in the event of an Equity Financing, which is defined in the SAFE Agreements as a capital raising transaction or series of transactions, pursuant to which (i) Kokomodo issues and sells a new series of preferred shares of Kokomodo at a fixed pre-money valuation; and (ii) at least 25% of the amount of the capital raised is not attributed to the SAFE Investors (as defined in the SAFE Agreements), the investment will be automatically converted into the number of most senior preferred shares of Kokomodo, equal to the purchase amount divided by either: (1) the price per share equal to a Valuation Cap (as defined in the SAFE Agreements) divided by Kokomodo Capitalization (as defined in the SAFE Agreements), or (2) the price per preferred share sold in the Equity Financing discounted by 20%. The SAFE Agreements were classified as a long-term liability, accounted at fair value, with remeasurement at each reporting period.

Previous wording

On December 4, 2025, in order to ensure the Company’s financial stability, the Board approved, at the recommendation of the Company’s management, (i) a 30% monthly cash salary reduction in the amount of NIS 59,400 to Mr. Yanay, our CEO, applicable to months of January 2026 and February 2026, (ii) a 20% cash salary reduction in the amount of NIS 33,000 to Mrs. Zalts, our Chief Financial Officer (“CFO”), applicable to months of December 2025, January 2026 and February 2026, and (iii) a 20% monthly fee reduction to the fees that are paid to the Company’s directors applicable to the months of December 2025 through February 2026.

Current wording

On December 4, 2025, in order to ensure the Company’s financial stability, the Board approved, at the recommendation of the Company’s management, (i) a 30% gross monthly salary reduction in the aggregate amount of NIS 59,400 to Mr. Yanay, our CEO, applicable to the months of January 2026 and February 2026, (ii) a 20% gross monthly salary reduction in the aggregate amount of NIS 33,000 to Mrs. Zalts, our Chief Financial Officer (“CFO”), applicable to the months of December 2025, January 2026 and February 2026, and (iii) a 20% monthly fee reduction to the fees that are paid to the Company’s directors applicable to the months of December 2025 through February 2026.

Previous wording

Effective December 4, 2025, Mr. Alexandre Weinstein, an existing shareholder and director of the Company was appointed by the Board as Chairman of the Board, and Mr. Zami Aberman was appointed by the Board as Vice Chairman of the Board. In connection therewith, Mr. Aberman’s consultancy agreement with the Company terminated effective January 4, 2026.

Current wording

Effective December 4, 2025, Mr. Alexandre Weinstein, an existing shareholder and a director of the Company, was appointed by the Board as Chairman of the Board, and Mr. Zami Aberman, who had held the position as Chairman of the Board since January 2022, was appointed by the Board as Vice Chairman of the Board. In connection therewith, Mr. Aberman’s consultancy agreement with the Company terminated effective January 4, 2026. Following the termination of the consultancy agreement, Mr. Aberman is entitled to receive compensation in accordance with the Company’s Directors Compensation policy.

Previous wording

On December 8, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Chutzpah Holdings LP (the “Purchaser”), a limited partnership beneficially owned by Mr. Weinstein, relating to a private placement offering (the “Offering”) of: (i) 625,000 common shares of the Company, and (ii) common warrants (the “Common Warrants”) to purchase up to 625,000 common shares. The combined purchase price for each common share and Common Warrant is $4.00. The Common Warrants were exercisable immediately at an exercise price of $4.25 per share and are exercisable until June 30, 2026. The common warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation.

Current wording

On December 8, 2025, we entered into a Securities Purchase Agreement (the “First Securities Purchase Agreement”) with Chutzpah Holdings LP (the “Purchaser”), a limited partnership beneficially owned by Mr. Weinstein, relating to a private placement offering (the “First Offering”) of: (i) 625,000 common shares of the Company, and (ii) warrants (the “First Common Warrants”) to purchase up to 625,000 common shares. The combined purchase price for each common share and accompanying First Common Warrant was $4.00. The First Common Warrants were exercisable immediately at an exercise price of $4.25 per share and are exercisable until June 30, 2026. The First Common Warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation.

Previous wording

On December 30, 2025, the Offering closed and the Company received gross proceeds in the amount of $2.5 million, which it is using for working capital and general corporate purposes.

Current wording

On December 30, 2025, the First Offering closed and the Company received gross proceeds in the amount of $2.5 million, which it is using for working capital and general corporate purposes.

Previous 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. During the second quarter of fiscal year 2026, the Company sold 22,800 common shares under the Sales Agreement at an average price of $3.90 per share, with issuance expenses of $43,000. As of February 12, 2026, the Company had sold a total of 65,529 common shares under the Sales Agreement at an average price of $5.23 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 sales 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. During the nine-month period ended March 31, 2026, the Company sold 23,300 common shares under the Sales Agreement at an average price of $3.89 per share, with issuance expenses of $43,000. As of May 14, 2026, the Company had sold a total of 79,029 common shares under the Sales Agreement at an average price of $4.97 per share.

Previous wording

We have an effective Form S-3 registration statement (File No. 333-273347), filed under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell our common shares, preferred stock and warrants to purchase common shares, and of two or more of such securities, in one or more offerings for an aggregate initial offering price of $200 million (including amounts sold under the Sales Agreement).

Current wording

We have an effective Form S-3 registration statement (File No. 333-273347), filed under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell our common shares, preferred stock and warrants to purchase common shares, and of two or more such securities, in one or more offerings for an aggregate initial offering price of $200 million (including amounts sold under the Sales Agreement).

Previous wording

In April 2020, we and our subsidiaries, Pluri Biotech and Pluristem GmbH, entered into a finance agreement with the EIB, providing for non-dilutive funding of up to €50 million, payable in three tranches (the “EIB Loan”). In June 2021, the Company received the first tranche in the amount of €20 million, which represents the only amount disbursed under the EIB finance agreement, as the initial funding period expired on December 31, 2022 and no additional funds are available thereunder.

Current wording

In April 2020, we and our subsidiaries, Pluri Biotech and Pluristem GmbH, entered into a finance agreement with the EIB, providing for non-dilutive funding of up to €50 million, payable in three tranches (the “EIB Loan”). In June 2021, the Company received the first tranche in the amount of €20 million, which represents the only amount disbursed under the EIB finance agreement, as the initial funding period expired on December 31, 2022 and no additional funds are made available thereunder.

Previous wording

The €20 million loan bears annual interest at a rate of 4% and is repayable on June 1, 2026, with interest payable together with the principal. As of December 31, 2025, accrued interest amounted to approximately €3.6 million. Discussions are still being held with the EIB regarding a potential restructuring of the EIB Loan, including a possible extension of its maturity date; however, there is no certainty as to the outcome of these discussions. In addition to the interest, the EIB is entitled to royalty payments, pro-rated to the amount disbursed from the EIB Loan, on the Company’s consolidated revenues from fiscal year 2024 through fiscal year 2030, at rates of up to 2.3% on consolidated revenues below $350 million, 1.2% on consolidated revenues between $350 million and $500 million, and 0.2% on consolidated revenues exceeding $500 million. As of December 31, 2025, accrued royalties amounted to $5 thousand.

Current wording

The €20 million loan bears annual interest at a rate of 4% and is repayable on June 1, 2026, with interest payable together with the principal. As of March 31, 2026, accrued interest amounted to approximately €3.9 million. In addition to the interest, the EIB is entitled to royalty payments, pro-rated to the amount disbursed from the EIB Loan, on the Company’s consolidated revenues from fiscal year 2024 through fiscal year 2030, at rates of up to 2.3% on consolidated revenues below $350 million, 1.2% on consolidated revenues between $350 million and $500 million, and 0.2% on consolidated revenues exceeding $500 million. As of March 31, 2026, accrued royalties amounted to $6 thousand. On April 21, 2026, we received a notice from the EIB reserving its rights under the finance agreement; however, discussions with the EIB regarding potential alternatives with respect to the EIB Loan, including a possible extension of its maturity date, remain ongoing. There can be no assurance as to the outcome of these discussions or the timing or terms of any resolution.