Pluri Inc.
For the period ended Jun 30, 2026. Filed Sep 10, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 10, 2026
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-K
Period ended 2025-06-30; filed 2025-09-17.
0001213900-25-088578
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-06-30; filed 2026-09-10.
0001213900-26-098862
Item 7. 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 93 previous paragraphs and 84 current paragraphs.
25 unchanged; 27 reworded; 31 added; 35 removed; 6 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (31)
Current report
We are a biotechnology company leveraging our proprietary 3D cell expansion platform, which is supported by an in-house, industrial-scale cell manufacturing facility and operates in accordance with GMP standards on a self-declared basis. Our platform is designed to enable scalable, cost-efficient and reproducible expansion of human, plant and animal cells and supports cell-based products, services, therapeutics and related technologies across two primary application areas: (i) Human Health and Longevity and (ii) Foodtech and Bio-Farming.
Current report
R&D, net (costs less participation by the IIA, Horizon Europe and the NIAID) increased by 17% from $12,851,000 for the year ended June 30, 2025, to $15,092,000 for the year ended June 30, 2026. 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 as part of the implementation of a cost-reduction plan, (2) an increase in lease expenses of 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.
Current report
General and administrative expenses increased by 3% from $9,979,000 for the year ended June 30, 2025, to $10,299,000 for the year ended June 30, 2026. 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 and 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.
Current report
Other Financial Income (expenses), Net
Current report
Net Loss
Current report
Financing Activities
Current report
Sales Agreement
Current report
Securities Purchase Agreements and Share Purchase Agreement
Current report
During the period from November 2025 through June 2026, Kokomodo entered into a series of SAFE agreements with various investors for an aggregate amount of $714,000 (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), then 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 long-term liability, accounted at fair value, with remeasurement at each reporting period.
Current report
On August 12, 2026, Ever After Foods entered into a share purchase agreement to acquire Fishway BV, a Belgium-based biotechnology company engaged in development-stage research relating to aquatic cell biology, cell lines and animal-component-free media for potential use in the cultivated protein industry. The Fishway Acquisition is intended to support Ever After Foods’ strategy by expanding complementary research capabilities and establishing a corporate presence in Europe. The Fishway Acquisition closed on August 18, 2026, and following its completion, our indirect ownership interest in Ever After Foods, held through Pluri Biotech, was reduced to approximately 58%, reflecting dilution to all Ever After Foods’ shareholders in connection with the Fishway Acquisition.
Current report
In connection with the Fishway Acquisition, Ever After Foods and certain of the holders of certain securities of Fishway BV entered into a SAFE agreement for an aggregate amount of $2,000. Pursuant to the terms of the SAFE agreement, in the event of an Equity Financing, as defined in the applicable SAFE agreement as a capital raising transaction or series of transactions, pursuant to which (i) Ever After Foods issues and sells a new series of preferred shares or ordinary shares of Ever After Foods at a fixed pre-money valuation; and (ii) at least $6,000 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 or ordinary shares of Ever After Foods, 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 Ever After Foods Capitalization (as defined in the SAFE agreement), or (2) the price per preferred share sold in the Equity Financing discounted by 10%.
Current report
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. 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.
Current report
On March 25, 2026, we entered into an additional Securities Purchase Agreement (the “Second Securities Purchase Agreement”), effective as of March 24, 2026, with Chutzpah Holdings LP (the “Second Offering”), of: (i) 625,000 common shares of the Company, and (ii) warrants (the “Second Common Warrants”), to purchase up to 625,000 common shares. The Second Offering price per share and accompanying Second Common Warrant was $4.00. The Second Common Warrants have an exercise price of $4.25 per share and are exercisable commencing on their issuance date and until the expiration of the eighteen-month anniversary following the closing of the Second Offering. The Second Common Warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation. The Second Offering closed in two installments: 50% closed on March 31, 2026, and the remaining 50% closed on April 21, 2026, each generating gross proceeds of $1.25 million. The Second Common Warrants were issued in two installments in connection with the two closings of the Second Offering, with 50% of the Second Common Warrants issued on March 31, 2026, and the remaining 50% issued on April 21, 2026, and each installment is exercisable from its respective issuance date until the eighteen-month anniversary of such issuance date. The proceeds are intended for working capital and general corporate purposes.
Current report
On June 14, 2026, we entered into an Advance Subscription Agreement (the “Advance Subscription Agreement”), with the Purchaser. Pursuant to the Advance Subscription Agreement, the Purchaser agreed to pay the Company an advance amount of $1,250,000 (the “Advance Amount”), which was received on June 16, 2026, and will be used for working capital and general corporate purposes.
Current report
Under the Advance Subscription Agreement, the parties contemplated that the Purchaser would participate in a future financing approved by the Board and consummated on or before August 14, 2026, which date was subsequently extended by the Board to October 14, 2026 (the “New Offering”), and that, subject to the terms of such New Offering and applicable laws, the Advance Amount will be credited against the purchase price payable by the Purchaser for securities to be purchased in such New Offering. The Advance Subscription Agreement provides that the Company will not be obligated to issue any securities to the Purchaser to the extent that such issuance would not comply with applicable laws, Nasdaq rules, the Company’s organizational documents, the number of shares then authorized and available for issuance, or the scope of any shareholder approvals then in effect. If the New Offering is not consummated on or before October 14, 2026, or if all or any portion of the Advance Amount cannot be applied toward the purchase of securities by the Purchaser in the New Offering, the unapplied amount will instead be applied toward the purchase by the Purchaser of securities of the Company on terms approved by the Board, subject to applicable laws, Nasdaq rules, the Company’s organizational documents, the number of shares then authorized and available for issuance, and any required shareholder approvals then in effect. The terms of the New Offering will be negotiated by the parties and approved in accordance with the Company’s corporate approval process, including the approval of the Board.
Current report
On August 26, 2026, we entered into a securities purchase agreement (the “August SPA”) with a certain institutional investor (the “Sole Investor”) pursuant to which we sold and issued in a registered direct offering (the “Registered Direct Offering”) an aggregate of (i) 1,200,000 of our common shares and (ii) pre-funded warrants to purchase up to 1,028,940 of our common shares. Each common share was offered and sold at an offering price of $1.50 before deducting placement agent fees and other offering expenses, and each pre-funded warrant was offered and sold at an offering price of $1.49999 which is equal to the offering price per share less the $0.00001 exercise price of each pre-funded warrant, before deducting placement agent fees and other offering expenses. Each pre-funded warrant has an initial exercise price per share of $0.00001, subject to certain adjustments. The pre-funded warrants are exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full.
Current report
Additionally, pursuant to the August SPA, we issued to the Sole Investor, in a concurrent private placement (collectively with the Registered Direct Offering, the “August Offering”), common purchase warrants to purchase one common share for each share or pre-funded warrant purchased in the Registered Direct Offering for an aggregate of 2,228,940 common shares. The common warrants will be initially exercisable six (6) months following their issuance and will be exercisable for a period of five (5) years from the initial exercise date. The exercise price of the common warrants is $1.65 per share. The August Offering closed on August 28, 2026, and the Company received gross proceeds in the amount of $3.3 million, which it intends to use for corporate development, general purposes and working capital.
Current report
Management and Board Compensation Measures
Current report
On October 15, 2025, 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.
Current report
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.
Current report
On December 4, 2025, the Board approved a grant of 10,248 RSUs, in aggregate, to the CEO and CFO and an aggregate of 2,885 RSUs to Board members in lieu of cash compensation under the Company’s 2019 Equity Compensation Plan, with all RSUs vesting in equal monthly installments over three months. These grants were made to support the Company’s cost-management initiatives and to align leadership incentives with long-term performance objectives.
Current report
Effective January 4, 2026, Mr. Zami Aberman, our former Chairman of the Board’s consultancy agreement with the Company terminated, following which Mr. Aberman was entitled to receive compensation in accordance with the Company’s Directors Compensation policy.
Current report
On August 20, 2026, the Board approved a grant of 211,569 RSUs, in aggregate, to certain Board members, including the Chairman of the Board, under the Company’s Amended 2016 Equity Compensation Plan and 2019 Equity Compensation Plans, with all RSUs vesting over three years as follows: 50% of RSUs will vest quarterly during the first year from grant date, 25% of RSUs will vest quarterly during the second year from the date of grant, and 25% of RSUs will vest quarterly during the third year from the date of grant.
Current report
Finance Agreement with the EIB
Current report
In April 2020, we and our subsidiaries, Pluri Biotech and Pluristem GmbH, entered into a finance agreement with EIB, providing for the EIB Loan, a non-dilutive funding of up to €50 million, payable in three tranches. In June 2021, we 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.
Current report
On August 17, 2026, we were notified by the EIB that its relevant committee had approved, subject to certain conditions, a proposed sale of the EIB Loan not involving the Company as purchaser, on terms agreed with a third-party purchaser, who may be a related party. The completion of such sale remains subject to, among other things, execution of definitive legal documentation and completion of the EIB’s review process and other conditions. If the proposed sale is completed, the Company intends to seek to reach an arrangement with the purchaser regarding the settlement of the purchased loan, which may include the conversion of all or a portion of the outstanding loan amount into equity of the Company. Any such arrangement would be subject to negotiation with the purchaser and the receipt of all required corporate and other approvals. Until the proposed sale is finalized and any subsequent arrangement with the purchaser is agreed and approved, there can be no assurance that the EIB will continue to refrain from exercising remedies available to it under the finance agreement, that any sale of the EIB Loan will be completed, that any settlement or conversion arrangement will be entered into or consummated, or as to the timing, structure, accounting treatment or financial statement impact of any such transaction.
Current report
In November 2025, we entered into an agreement with Charité governing the execution of the Phase I study of PLX-PAD for the treatment of mild to moderate knee osteoarthritis, including provisions relating to the allocation of rights in potential joint inventions arising from the study and the licensing of study results not subject to industrial property rights, if any.
Current report
In April 2026, Kokomodo participated as a consortium member in the COCO-AI project, a Horizon Europe-funded initiative focused on advancing AI-enabled plant cell culture technologies for sustainable cocoa production. An amount of approximately €553,000 (approximately $630,000) is expected to be allocated to Kokomodo. As of September 10, 2026, Kokomodo received payment of approximately $225,000 in cash as part of the COCO-AI project.
Current report
Goodwill
Current report
Goodwill represents the excess of the purchase price in a business combination over the fair value of the identifiable net assets acquired. Our estimates are based upon assumptions that we believe to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management’s assumptions, which do not reflect unanticipated events and circumstances that may occur.
Current report
Goodwill is tested annually for impairment at the reporting unit level during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying value of a reporting unit may not be recoverable. The evaluation may begin with a qualitative assessment of whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If so, a quantitative test is performed, in which fair value is estimated using a discounted cash flow method based on expected future operating results. These estimates, which primarily include future cash flows, revenue growth rates and discount rates, are based on assumptions that management believes to be reasonable. However, these assumptions are inherently uncertain, and actual results may differ materially from management’s estimates. No goodwill impairment loss was recognized during fiscal year 2026.
Removed paragraphs (35)
Previous report
We are a biotechnology company, leveraging our proprietary cell expansion platform to develop scalable, cell-based solutions across the healthcare, food, and agriculture sectors. Through a collaborative network of ventures, the Company is advancing a diverse pipeline of products and services, including cultivated food, regenerative medicine, and cell-based ingredients. We have developed a unique 3D, technology platform for cell expansion with an industrial-scale cell manufacturing facility operated in accordance with GMP standards, currently on a self-declared basis. We are utilizing our technology across the field 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.
Previous report
Cell Therapy
Previous report
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, hematologic conditions and, most recently, we have also launched a novel immunotherapy platform.
Previous report
PLX cells* *
Previous report
In July 2023, we announced that we signed a three-year $4.2 million contract with the NIAID, under which we were to collaborate with the AFRRI and the 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, we received formal notice from NIAID that the contract was being terminated for the Government’s convenience, effective immediately. The termination was not related to any performance issues on our part, and we received funding for activities conducted up to the effective date. As of the date of this Annual Report, we received a total of $2.3 million under the contract.
Previous report
In March 2025, we announced that we entered into an exclusive collaboration agreement with Hemafund, aiming to establish a strategic initiative for stockpiling, local distribution, and potential clinical advancement of our PLX-R18 cell therapy as a countermeasure for H-ARS, in Ukraine. The collaboration aims to build capacity for up to 12,000 doses of PLX-R18, which will be stored and managed by Hemafund to ensure rapid deployment in the event of a radiation-related emergency. The parties also intend to pursue external funding to support manufacturing, stockpiling, and potential clinical trials of PLX-R18 for regulatory registration in Ukraine. If successful, the collaboration could potentially generate over $100 million in value for the parties, based on projected demand and dose estimates.
Previous report
**Immunotherapy MAIT cells:**In May 2024, we launched a novel immunotherapy platform utilizing MAIT cells specifically designed to address solid tumors.
Previous report
In April 2024, we unveiled a novel method for expansion of immune cells using proprietary technology and announced we were granted a new U.S. patent titled, “System and Methods for Immune Cells Expansion and Activation in Large Scale.”
Previous report
In April 2025, we announced that the USPTO has issued a patent covering our immune cell expansion technologies. 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.
Previous report
PluriCDMO™
Previous report
In January 2024, we announced that we are launching a new business division offering cell therapy manufacturing services as a CDMO: PluriCDMO™, as well as other services. We have signed several agreements with clients and generating revenues from PluriCDMO™.
Previous report
AgTech
Previous report
We are actively involved in several initiatives leveraged by Pluri’s 3D cell expansion in the AgTech field, which include:
Previous report
(a) an innovative POC collaboration with ICL, a leading global specialty minerals company, through its Open Innovation program, to revolutionize bio stimulant delivery and enhance yield sustainably; and
Previous report
(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.
Previous report
(c) the development of cell-cultured coffee and cacao through business activities operated via our subsidiaries, Coffeesai and Kokomodo, respectively:
Previous report
Coffeesai
Previous report
In 2024, we established Coffeesai Ltd., an Israeli company focused on developing cultivated, cell-cultured coffee.
Previous report
Coffeesai has successfully demonstrated a proof-of-concept coffee beverage, validating the potential of its technology. Ongoing efforts are focused on enhancing flavor and aroma profiles through bioprocess optimization and downstream refinement. In parallel, Coffeesai is exploring research and development collaborations aimed at accelerating development and commercialization with leading global coffee suppliers. A third-party techno-economic assessment has confirmed the cost-competitiveness of the platform at scale, supporting its commercial viability.
Previous report
Kokomodo
Previous report
Kokomodo is an innovative startup, pioneering the sustainable production of cacao using cellular agriculture technology. Instead of relying on traditional tropical farming, Kokomodo cultivates real cacao directly from plant cells in controlled environments, such as bioreactors, making climate-resilient cacao accessible year-round on a global scale. Founded in 2024, Kokomodo aims to transform the cacao industry, reducing environmental impact while ensuring a steady, high-quality supply for chocolate and related products.
Previous report
In March 2024, we announced an important expansion to our IP portfolio with a new patent approval from the IPO, that is designed to reshape the agricultural technology landscape and represents a major breakthrough in our proprietary 3D bioreactor technology, enabling efficient cultivation of plant cells across various applications, from sustainable agriculture to critical healthcare solutions.
Previous report
Food Tech
Previous report
In 2022, we announced the establishment of a joint venture with Tnuva - Ever After Foods, with a purpose to develop and commercialize scalable production technologies for cultivated meat, supporting the development of a wide range of cultivated meat products by industry partners.
Previous report
In June 2024, we entered into the Agreement, by and among Ever After Foods, Tnuva, and certain other international investors, pursuant to which Ever After Foods issued and sold ordinary shares in a private placement offering, or the Offering, for aggregate gross proceeds of $10 million. As part of the Offering, we invested $1.25 million. In addition, our wholly owned subsidiary, Pluri Biotech, and Ever After Foods executed the Amended and Restated Technology License Agreement, expanding the scope of the license to include fish and seafood.
Previous report
The $10 million funding round was intended to support Ever After Foods’ B2B technology platform, positioning it as a sustainable technology enabler. Following the closing of the Offering, our wholly owned subsidiary, Pluri Biotech, holds approximately 69% of Ever After Foods.
Previous report
In February 2025, Ever After Foods announced a strategic collaboration with Bühler, to jointly advance scalable cultivated meat production systems specifically designed for the food industry. The parties intend to develop and deploy manufacturing equipment that enables food producers to efficiently produce cultivated meat at significantly reduced costs and at volumes suitable for market entry.
Previous report
Research and development, net (costs less participation by the IIA, Horizon Europe and the NIAID) increased by 3% from $12,446,000 for the year ended June 30, 2024, to $12,851,000 for the year ended June 30, 2025. The increase is mainly attributed to (1) an increase related to subcontractors in immunotherapy and AgTech projects and an increase due to write off provisions in clinical studies following its completion, partially offset by (2) a decrease in materials costs related to a supplier credit and a decrease due to material purchases in line with our manufacturing needs and plans, (3) a decrease in participation by NIAID, and (4) a decrease in R&D expenses due to classification of expenses into cost of revenues.
Previous report
General and administrative expenses decreased by 0.5% from $10,034,000 for the year ended June 30, 2024, to $9,979,000 for the year ended June 30, 2025. This decrease was primarily driven by a reduction in share-based compensation expenses, mainly attributed to employee terminations and amortization of restricted stock units (“RSUs”) expenses over time. This reduction was partially offset by: (1) an increase in salaries and related expenses due to the reinstatement of the salary of Mr. Yaky Yanay, 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 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 report
Financial Income (expenses), Net
Previous report
Net Loss for the Year
Previous report
On December 14, 2022, Mr. Yanay, our CEO, agreed to forgo, starting January 1, 2023, $375,000 of his annual cash salary for the next twelve months in return for equity grants issuable under our existing equity compensation plans. In that regard, we granted Mr. Yanay (i) 41,853 RSUs, vesting ratably each month, and (ii) options to purchase 41,853 common shares, vesting ratably each month, with a term of 3 years, at an exercise price of $8.96 per share. In addition, the Board agreed to grant Mr. Yanay options to purchase 187,500 common shares, with a term of 3 years, with the following terms: (i) options to purchase 62,500 common shares at an exercise price of $12.48 per share, 50% vested on June 30, 2023 and 50% vested on December 31, 2023, (ii) options to purchase 62,500 common shares at an exercise price of $16.64 per share, 50% vested on June 30, 2023 and 50% vested on December 31, 2023, and (iii) options to purchase 62,500 common shares at an exercise price of $20.8 per share, 50% vested on June 30, 2023 and 50% vested on December 31, 2023. All options that were granted in January 2023 will expire on April 27, 2026.
Previous report
In April 2020, we and our subsidiaries, Pluri Biotech and Pluristem GmbH, executed the EIB Finance Agreement for non-dilutive funding of up to €50 million in the aggregate, payable in three tranches. The proceeds from the EIB Finance Agreement were intended to support our R&D in the European Union to further advance our regenerative cell therapy platform, and to bring the products in our pipeline to market. The initial funding period under the EIB Finance Agreement was three years commencing on January 1, 2020.
Previous report
Business Combination
Previous report
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair value. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require our management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired technology and other intangible assets, their useful lives and discount rates. Our management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which should not exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Reworded paragraphs (27)
Previous 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, as described in detail under**Item 1. “Business”**and as set forth below:
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, as described in detail under Item 1. “Business”.
Previous wording
Revenues for the year ended June 30, 2025 were $1,336,000, compared to $326,000 for the year ended June 30, 2024. The revenues for the years ended June 30, 2025 and 2024, were primarily generated from services provided to CDMO clients for process and product development, as well as income from fees in the AgTech sector. The increase in revenues is mainly attributed to higher services provided to CDMO clients and additional revenues from POC collaboration in the AgTech field.
Current wording
Revenues for the year ended June 30, 2026 were $1,016,000, compared to $1,336,000 for the year ended June 30, 2025. The revenues for the years ended June 30, 2026 and 2025, were primarily generated from services provided to CDMO clients for process and product development as well as additional revenues from POC collaborations in the FoodTech field. The decrease in revenues was primarily driven by a lower volume of project activity as compared to the corresponding period in fiscal year 2025.
Previous wording
Cost of revenues for the year ended June 30, 2025 were $682,000, compared to $4,000 for the year ended June 30, 2024. Cost of revenues for the year ended June 30, 2025 includes manufacturing costs related to our CDMO and AgTech fields, which primary consist of materials, personnel-related and overhead costs. Cost of revenues for the year ended June 30, 2024, includes royalties which we are obligated to pay to the IIA.
Current wording
Cost of revenues for the year ended June 30, 2026 were $563,000, compared to $682,000 for the year ended June 30, 2025. Cost of revenues includes manufacturing costs related to our CDMO and FoodTech fields, which primary consist of materials, personnel-related and overhead costs. The decrease in cost of revenues was primarily driven by a lower volume of project activity as compared to the corresponding period in fiscal year 2025, resulting in reduced materials usage, personnel costs and allocated overhead.
Previous wording
Financial income (expenses), net, decreased from $1,680,000 in financial income for the year ended 2024 to $206,000 in financial expenses for the year ended June 30, 2025. This decrease is mainly attributed to (1) exchange rate differences expenses related to the EIB Loan 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, 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, partially offset by (4) an increase in income from hedging transactions, and (5) an increase in income from change in fair value of warrant and pre-funded warrant liabilities. Our primary expenses paid in NIS are employee salaries, and lease payments on our facilities. From time to time, we may apply a hedging strategy by using options and forward contracts to protect ourselves against some of the risks of currency exchange fluctuations and we are actively monitoring the exchange rate differences of the NIS, Euro and U.S. Dollar.
Current wording
Other financial income (expenses), net, increased from $206,000 in financial expenses for the year ended June 30, 2025 to $476,000 in financial income for the year ended June 30, 2026. The change was mainly attributable to (1) exchange rate differences expenses related to the EIB Loan 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 from change in fair value of warrant, pre-funded warrant and Kokomodo’s simple agreement for future equity (“SAFE”) liabilities, (4) a decrease in interest income from deposits, due to lower deposit balances following withdrawals, and (5) 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
Interest expenses related to our outstanding balance of the EIB Loan and all changes during the year ended June 30, 2025, compared to the year ended June 30, 2024, are attributable solely to currency rate differences of the Euro compared to the U.S. dollar.
Current wording
Interest expenses increased from $873,000 for the year ended June 30, 2025, to $932,000 for the year ended June 30, 2026. Interest expenses related to our outstanding balance of the EIB Loan and all changes are attributable solely to currency rate differences of the Euro compared to the U.S. dollar.
Previous wording
Net loss increased from $21,344,000 for the year ended June 30, 2024, to $23,250,000 for the year ended June 30, 2025. The increase in net loss was mainly due to exchange rate differences expenses as mentioned above. We had a net loss attributed to our non-controlling interest in Ever After Foods for the year ended June 30, 2024 of $456,000, and $667,000 for the year ended June 30, 2025 with respect to Ever After Foods and Kokomodo.
Current wording
We had a net loss attributed to our non-controlling interest of $1,548,000 for the year ended June 30, 2026, and $667,000 for the year ended June 30, 2025 with respect to Ever After Foods and Kokomodo.
Previous wording
Loss per share for the year ended June 30, 2025, was $3.56, compared to $3.99 loss per share for the year ended June 30, 2024. The change in the loss per share was primarily due to an increase in the loss for the year, as well as an increase in our weighted average number of shares outstanding resulting from the issuance of additional shares due to the Offering (as defined below), the Second Offering (as defined below) and the investment in Kokomodo during fiscal year 2025.
Current wording
Loss per share for the year ended June 30, 2026, was $2.44, compared to $3.56 loss per share for the year ended June 30, 2025. 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), 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
As of June 30, 2024, our total current assets were $31,107,000 and our total current liabilities were $4,454,000. On June 30, 2024, we had a working capital surplus of $26,653,000 and an accumulated deficit of $420,472,000.
Current wording
As of June 30, 2026, our total current assets were $8,730,000 and our total current liabilities were $32,719,000. On June 30, 2026, we had a working capital deficit of $23,989,000 and an accumulated deficit of $466,876,000.
Previous wording
Our cash, cash equivalents and restricted cash as of June 30, 2025, amounted to $6,317,000, which reflects a decrease of $720,000 from the $7,037,000 reported as of June 30, 2024. Our cash equivalents and restricted cash decreased in the year ended June 30, 2025. Our bank deposits and restricted bank deposits as of June 30, 2025, amounted to $15,597,000 compared to $23,836,000 as of June 30, 2024. Our bank deposits and restricted bank deposits as of June 30, 2025 decreased for the year ended June 30, 2025. The cash, cash equivalents, restricted cash, bank deposits and restricted bank deposits decreased for the reasons presented below.
Current wording
Our cash, cash equivalents, restricted cash and short-term bank deposits as of June 30, 2026, amounted to $7,833,000, which reflects a decrease of $13,202,000 from the $21,035,000 reported as of June 30, 2025. Our bank deposits and restricted bank deposits as of June 30, 2026, amounted to $5,293,000, which reflects a decrease of $10,304,000 from the $15,597,000 as of June 30, 2025. The cash, cash equivalents, restricted cash, bank deposits and restricted bank deposits decreased for the reasons presented below.
Previous wording
Cash used in operating activities increased to $18,211,000 for the year ended June 30, 2025, from $18,021,000 in the prior year, primarily due to a reduction in grants received from the IIA, Horizon Europe, and NIAID contract funding, effect of exchange rate, continued payments to suppliers, subcontractors, professional service providers, and employees, partially offset by an increase in customer receivable and in income from hedging transactions.
Current wording
Net cash used for operating activities increased to $19,588,000 for the year ended June 30, 2026, from $18,211,000 in the prior year, 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 a reduction in payments to suppliers, subcontractors, professional service providers and consultants, an increase in cash generated from services provided to CDMO clients for process and product development, and income from fees in the biopharming sector.
Previous wording
Cash provided by investing activities was $8,026,000 during the year ended June 30, 2025, and cash provided by investing activities during the year ended June 30, 2024 was $10,584,000. Cash provided by investing activities in the year ended June 30, 2025 consisted primarily of the withdrawal of $9,271,000 of short-term deposits, net and cash related to the Kokomodo Transaction of $373, partially offset by payments of $1,618,000 related to investments in property and equipment. Cash provided by investing activities in the year ended June 30, 2024 consisted primarily of the withdrawal of $10,907,000 of short-term deposits, partially offset by payments of $323,000 related to investments in property and equipment.
Current wording
Investing activities provided cash in the amount of $9,903,000 for the year ended June 30, 2026, compared to cash provided in the amount of $8,026,000 for the year ended June 30, 2025. Cash provided by investing activities in the year ended June 30, 2026, consisted primarily of proceeds from short-term deposits, net of $10,518,000 and $18,000 related to proceeds from sale of property and equipment, partially offset by payments of $633,000 related to investments in property. Cash provided by investing activities in the year ended June 30, 2025, consisted primarily of proceeds from short-term deposits, net of $9,271,000 and cash related to the Kokomodo Transaction (as defined below) of $373, partially offset by payments of $1,618,000 related to investments in property and equipment.
Previous wording
Financing activities provided cash in the amount of $9,533,000 during the year ended June 30, 2025, and $8,841,000 during the year ended June 30, 2024. The financing activities during the year ended June 30, 2025 related primarily to net proceeds received from the Offering (as defined below) and the Second Offering (as defined below). The financing activities during the year ended June 30, 2024 related primarily to the investment in Ever After Foods by external investors.
Current wording
Financing activities provided cash in the amount of $7,038,000 during the year ended June 30, 2026, and $9,533,000 during the year ended June 30, 2025. The financing activities during the year ended June 30, 2026 were 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), the Advance Subscription Agreement (as defined below) and the Sales Agreement (as defined below) with A.G.P (as defined below), as well as, proceeds related to the SAFE Agreements (as defined below). The financing activities during the year ended June 30, 2025 related primarily to net proceeds received from the 2025 Offering (as defined below) and the 2025 Second Offering (as defined below).
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. As of September 17, 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 September 10, 2026, we have sold an aggregate of 354,029 common shares pursuant to the Sales Agreement at a weighted average price of $2.80 per share.
Previous wording
On January 23, 2025, we entered into the Securities Purchase Agreement with a company wholly owned by Mr. Alexandre Weinstein (the “Investor”) relating to a private placement offering (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. 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 was $4.61. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from our shareholders, which is 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, are exercisable following the receipt of approval from our shareholders, and will be exercisable for three years following the date of receipt of such approval. Such approval for the exercise of Pre-Funded Warrants and Common Warrants was sought and obtained at our 2025 Annual Meeting on June 30, 2025. The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions and were subject to a 19.99% beneficial ownership limitation until the approval from our shareholders was 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 a company wholly owned by Mr. Alexandre Weinstein (the “Investor”) relating to a private placement offering (the “2025 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. 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 2025 Offering price per share and accompanying warrant was $4.61. The Pre-Funded Warrants have an exercise price of $0.00001 per share, are exercisable at any time following the receipt of certain approvals from our shareholders, which is 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, are exercisable following the receipt of approval from our shareholders, and will be exercisable for three years following the date of receipt of such approval. Such approval for the exercise of Pre-Funded Warrants and Common Warrants was sought and obtained at our 2025 Annual Meeting on June 30, 2025. The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions and were subject to a 19.99% beneficial ownership limitation until the approval from our shareholders was 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. On October 23, 2025, 1,002,169 Pre-Funded Warrants were exercised into 1,002,169 common shares of the Company, at a nominal exercise price of $0.00001 per share. The gross proceeds from the 2025 Offering were $6.5 million and we intend to use the proceeds from the 2025 Offering for working capital and general corporate purposes. The 2025 Offering closed on February 5, 2025, following the satisfaction of customary closing conditions. Pursuant to 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, 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.
Current wording
On February 3, 2025, we entered into a Securities Purchase Agreement with Merchant Adventure Fund L.P., an existing investor of the Company, relating to a private placement offering, (the “2025 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 2025 Second Offering price per share and accompanying warrant is $4.61. The 2025 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 2025 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
On January 23, 2025, the Company entered into a binding term sheet (“Term Sheet”) for the purchase of certain shares representing approximately 79% of the equity of Kokomodo, 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 our wholly owned subsidiary, Pluri Biotech, (collectively, the “Purchaser”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”), effective as of March 12, 2025, with Chutzpah Holdings Limited (“Chutzpah”), a company wholly owned by Mr. Alejandro Weinstein, and Plantae Bioscience Ltd. (“Plantae”), 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 79% 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 wording
On March 13, 2025, we entered into a Share Purchase Agreement effective as of March 12, 2025 (the “Share Purchase Agreement”), with Chutzpah, a company wholly owned by Mr. Alexandre Weinstein, and Plantae, a corporation controlled by Mr. Weinstein (collectively, the “Seller”), pursuant to the terms of a term sheet entered into on January 23, 2025.Pursuant to the Share Purchase Agreement, on April 28, 2025, the Seller (i) sold to us 400,000 ordinary shares and 175,000 preferred seed-1 shares (the “Purchased Interest”), representing approximately 79% of the equity of Kokomodo, and (ii) transferred, assigned and conveyed in favor of the Kokomodo Purchaser a convertible loan, pursuant to the Assignment Agreement, reflecting a principal aggregate amount of $0.5 million, such transactions are collectively referred herein as the “Kokomodo Transaction”. In consideration of the sale, transfer and conveyance of the Purchased Interest, we paid the Seller an aggregate purchase price of $4.5 million, which was paid in 976,139 of our common shares. On April 28, 2025, we completed the Kokomodo Transaction. Kokomodo continues to operate as an independent company and is majority-owned by our wholly owned subsidiary, Pluri Biotech.
Previous wording
In July 2025, Mr. Yanay agreed to forgo 25% percent of his monthly cash salary 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
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 advanced discussions with the EIB regarding a potential restructuring of the EIB Loan terms, which are currently focused on the new terms of the EIB Loan, including an extension of the current maturity date of the EIB Loan. However, there is no certainty as to the outcome of these discussions. As of June 30, 2025, the interest accrued was in the amount of approximately €3.27 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 June 30, 2025, we had an accrued royalty in the amount of $12 thousand. Since the initial funding period under the EIB Finance Agreement ended on December 31, 2022, we do not expect to receive additional funds pursuant to the EIB Finance Agreement.
Current wording
The €20 million loan bears annual interest at a rate of 4% and was repayable on June 1, 2026, with interest payable together with the principal. As of June 30, 2026, accrued interest amounted to approximately €4.1 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 June 30, 2026, accrued royalties amounted to $9 thousand. On April 21, 2026, we received a notice from the EIB that the EIB is reserving its rights under the finance agreement while discussions with the EIB regarding potential resolution of the EIB Loan remain ongoing. On May 28, 2026, the EIB confirmed to the Company that while the parties remain engaged in constructive discussions, and without prejudice to any of the EIB’s rights and remedies, no enforcement action was contemplated by the EIB.
Previous wording
In October 2024, we announced that the IIA approved funding for our collaboration with BIRAD, the commercial arm of Bar-Ilan University, to support the continued development of placental-derived MAIT cells for the treatment of solid tumors. As part of this collaboration, novel Siglec-based Chimeric Switch Receptors (“CCR”), developed by Professor Cyrille Cohen, Head of the laboratory of tumor immunology and immunotherapy at Bar-Ilan University, will be integrated into our CAR-MAIT cell therapy platform to enhance tumor specificity and therapeutic efficacy. The collaboration leverages our proprietary MAIT cell technology alongside BIRAD’s expertise in engineering clinically optimized T-cell modification vectors. The IIA has committed to fund the collaboration for an initial term of one year, with an option to extend for an additional year, subject to IIA approval. The total approved budget for the first year is NIS 549,067 (approximately $163,000). As of the date of this Annual Report, we have received approximately $29,000 from the IIA for this project.
Current wording
On October 28, 2024, we announced that the IIA will fund our collaboration with BIRAD, to support the continued development of MAIT cells for the treatment of solid tumors. As part of this collaboration, novel Chimeric Switch Receptors, developed by Professor Cohen, head of laboratory of tumor immunology and immunotherapy at Bar-Ilan University, will be integrated into our CAR-MAIT cell therapy platform to enhance tumor specificity and therapeutic efficacy. The collaboration leverages our proprietary MAIT cell technology alongside BIRAD’s expertise in engineering clinically optimized T-cell modification vectors. The IIA has committed to funding the collaboration for an initial term of one year, with an option to extend it for an additional year. During October 2025, we received an approval for an additional month to finish the program by November 30, 2025. The total approved budget for the first year was NIS 549,067 (approximately $164,000). On March 4, 2026, we received an approval from the IIA for a second year of funding. The total approved budget for the second year amounts to NIS 597,572 (approximately $178,000).
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 the PROTO, an international collaboration led by Charité. 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
In September 2022, we announced that a €7.5 million non-dilutive grant from the European Union’s Horizon program was awarded to the PROTO, an international collaboration led by Charité. 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 €500,000 (approximately $540,000) is a direct grant that will be allocated to us. As of the date of this Annual Report, we have received a payment of approximately $330,000 in cash as part of 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 September 10, 2026, we have received a payment of approximately $449,000 in cash as part of the PROTO program.
Previous wording
We have accumulated a deficit of $443,055,000 since our inception in May 2001. We do not anticipate generating significant revenues from sales of products in the next twelve months. While we have made meaningful progress in reducing our burn rate in recent years, it is unlikely that near-term revenues will exceed our operating costs. We may need to secure additional sources of liquidity to support the commercialization of our products and technologies, as well as to sustain our ongoing R&D activities.
Current wording
We have accumulated a deficit of $466,876,000 since our inception in May 2001. We do not anticipate generating significant revenues from sales of products in the next twelve months. While we have made meaningful progress in reducing our burn rate in recent years, it is unlikely that near-term revenues will exceed our operating costs. We may need to secure additional sources of liquidity to support the commercialization of our products and technologies, as well as to sustain our ongoing R&D activities.
Previous wording
As of June 30, 2025, our cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled to $21,914,000. We are addressing our liquidity issues by implementing initiatives to allow the continuation of our activities. Our current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures, which includes a cost-reduction plan should it be unable to raise sufficient additional capital.
Current wording
As of June 30, 2026, our cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled to $8,851,000. We are addressing our liquidity issues by implementing initiatives to allow the continuation of our activities. Our current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures, which includes a cost-reduction plan should it be unable to raise sufficient additional capital.
Previous wording
Our ability to successfully carry out our business plan, is primarily dependent upon our ability to (1) obtain sufficient additional capital, (2) enter licensing or other commercial, partnerships and collaboration agreements, (3) provide CDMO services to clients, (4) finalize discussions with the EIB regarding loan restructuring and (5) receive other sources of funding, including non-diluting sources such as grants. There are no assurances, however, that we will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of our products, or any financing at all. In the event that we unable to obtain the required level of financing, our operations may need to be scaled down or discontinued.
Current wording
Our ability to successfully carry out our business plan, is primarily dependent upon our ability to (1) obtain sufficient additional capital, (2) generate revenues through commercial activities in the wellness and longevity markets, including licensing arrangements, strategics partnerships, collaboration agreements and CDMO services, (3) reach a resolution with respect to our outstanding EIB Loan, and (4) receive other sources of funding, including non-diluting sources such as grants. There is no assurance, however, that we will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of our products, or any financing at all. If we are unable to obtain the required level of financing, our operations may need to be scaled down or discontinued.
Previous wording
According to management estimates, we do not have sufficient resources to meet our operating obligations for at least twelve months from the issuance date of our consolidated financial statements, which was September 17, 2025. These conditions raise substantial doubt about our ability to continue as a going concern.
Current wording
According to management estimates, we have sufficient resources to meet our operating obligations for a period of less than three months from the issuance date of our consolidated financial statements, which was September 10, 2026. These conditions raise substantial doubt about our ability to continue as a going concern.
Previous wording
Share-based compensation is considered a critical accounting policy because of the significant expenses of RSUs which were granted to our employees, directors and consultants. In fiscal year 2025, we recorded share-based compensation expenses related to options, restricted shares (“RS”) and RSUs in the amount of $2,143,000.
Current wording
Share-based compensation is considered a critical accounting policy because of the significant expenses of RSUs which were granted to our employees, directors and consultants. In fiscal year 2026, we recorded share-based compensation expenses related to options, RS and RSUs in the amount of $3,726,000.
Previous wording
In accordance with ASC 718, RSUs granted to employees and directors are measured at their fair value on the grant date. All RSUs granted in fiscal years 2025 and 2024 were granted for no consideration. Therefore, their fair value was equal to the share price at the date of grant. The RSUs and RS granted in fiscal year 2025 to non-employee consultants were measured at their fair value on the grant date in accordance with ASU No. 2018-07 - “Compensation Share Compensation”.
Current wording
In accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”), RSUs granted to employees and directors are measured at their fair value on the grant date. All RSUs granted in fiscal years 2026 and 2025 were granted for no consideration. Therefore, their fair value was equal to the share price at the date of grant. The RSUs and RS granted in fiscal year 2026 to non-employee consultants were measured at their fair value on the grant date in accordance with ASU No. 2018-07 - “Compensation Share Compensation”.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net loss increased from $23,250,000 for the year ended June 30, 2025, to $25,369,000 for the year ended June 30, 2026. The increase in net loss was mainly due to an increase in R&D expenses, net, and increased general and administrative expenses, as mentioned above.
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
Pursuant to 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 report — wording carried elsewhere
The gross proceeds from the Offering were $6.5 million and we intend to use the proceeds from the Offering for working capital and general corporate purposes. The Offering closed on February 5, 2025, following the satisfaction of customary closing conditions.
Previous report — wording carried elsewhere
On March 13, 2025, we entered into a Share Purchase Agreement effective as of March 12, 2025 (the “Share Purchase Agreement”), with Chutzpah, a company wholly owned by Mr. Alexandre Weinstein, and Plantae, a corporation controlled by Mr. Weinstein (collectively, the “Seller”), pursuant to the terms of a term sheet entered into on January 23, 2025.Pursuant to the Share Purchase Agreement, on April 28, 2025, the Seller (i) sold to us 400,000 ordinary shares and 175,000 preferred seed-1 shares, representing approximately 79% of the equity of Kokomodo. (the “Purchased Interest”), 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.
Previous report — wording carried elsewhere
In consideration of the sale, transfer and conveyance of the Purchased Interest, we paid the Seller an aggregate purchase price of $4.5 million, which was paid in 976,139 of our common shares.
Previous report — wording carried elsewhere
On April 28, 2025, we completed the Kokomodo Transaction. Kokomodo continues to operate as an independent company and is majority-owned by our wholly owned subsidiary, Pluri Biotech.
Previous report — wording carried elsewhere
On October 28, 2024, we announced that the IIA will fund our collaboration with the BIRAD, to support the continued development of MAIT cells for the treatment of solid tumors. As part of this collaboration, novel CCR, developed by Prof. Cohen, will be integrated into our CAR-MAIT cell therapy platform to enhance tumor specificity and therapeutic efficacy. The collaboration leverages our proprietary MAIT cell technology alongside BIRAD’s expertise in engineering clinically optimized T-cell modification vectors. The IIA has committed to fund the collaboration for an initial term of one year, with an option to extend for an additional year, subject to IIA approval. The total approved budget for the first year is NIS 549,067 (approximately $163,000).