Pluri Announces Pricing of $3.3 Million Registered Direct Offering and Concurrent Private Placement with a Single Healthcare Focused Institutional Investor

Rhea-AI Summary

Pluri (Nasdaq: PLUR; TASE: PLUR) entered a securities purchase agreement with a single healthcare focused institutional investor for a registered direct offering of 2,228,940 Common Shares (or equivalents) at $1.50 per share, for expected gross proceeds of approximately $3.3 million before fees.

In a concurrent private placement, Pluri will issue unregistered Warrants to purchase up to 2,228,940 Common Shares, with an exercise price of $1.65, becoming exercisable six months after issuance and expiring 5.5 years later. Closing is expected on or about August 28, 2026, subject to customary conditions. According to Pluri, net proceeds will be used for working capital and general corporate purposes, and A.G.P./Alliance Global Partners is acting as sole placement agent.

Positive

• $3.3 million expected gross proceeds from equity financing
• Institutional investor participation for 2,228,940 shares at $1.50
• Additional capital potential from 2,228,940 Warrants at $1.65
• Use of proceeds targeted to working capital and corporate purposes

Negative

• Issuance of 2,228,940 new shares implies equity dilution
• Concurrent Warrants for 2,228,940 additional shares add future dilution over 5.5 years

News Explained

Existing holders face ownership dilution if the financing closes; the offering’s gross proceeds are before fees.

Pluri has priced the financing and signed the purchase agreement, but it is not yet closed; if completed, the share issuance would increase total shares and reduce existing holders’ percentage ownership, with warrant exercise able to increase the share count further.

The registered-direct leg is a negotiated sale of registered securities, while the concurrent warrant leg is an unregistered private placement; the effective Form S-3 supports the registered sale but does not itself issue shares.

The release’s $3.3 million gross figure is before fees, and the last quarter’s reported cash and operating cash use provide the relevant liquidity figures.

The next checkpoints are the expected August 28, 2026 closing and the prospectus supplement, which states the final terms of the specific registered takedown.

Argus Aug 27 session 5 alerts

+3.38% close to close 4.3x rel. volume Open Argus

Details

Market move: PLUR +3.38% in the Aug 27 session. registered direct offering

+5.8% Peak in 6 hr 57 min

$17.69M Market Cap

On Aug 27, the day this news came out, PLUR closed 3.38% above the previous close. Argus tracked a peak move of +5.8% during that session. Our momentum scanner recorded 5 alerts for this stock that day. Relative volume reached 4.3x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 27 session.

Key Figures

Common shares offered: 2,228,940 shares Purchase price: $1.50 per share Gross proceeds: $3.3 million +5 more

Common shares offered

2,228,940 shares

Registered direct offering

Purchase price

$1.50 per share

Registered direct offering

Gross proceeds

$3.3 million

Before placement commissions and offering expenses

Warrants

2,228,940 warrants

Concurrent private placement

Warrant exercise price

$1.65 per share

Concurrent private placement

Initial exercisability

Six months

Following issuance of warrants

Warrant expiration

Five and a half years

From date of issuance

Shelf effectiveness date

September 21, 2023

Form S-3 declared effective by the SEC

Historical Context

5 past events · Latest: Aug 17

5 events

1. Aug 17

   Fishway acquisition

   24h Move

   +0.0%

   Acquisition expanded cultivated-protein capabilities and included a $2 million strategic investment.

2. Aug 17

   Fishway acquisition

   24h Move

   +0.0%

   Fishway acquisition added aquatic cell biology and media-development capabilities.

3. Jul 28

   UK registration completion

   24h Move

   +2.4%

   Cellav completed UK cosmetic registration for its regenerative aesthetics product.

4. Jul 14

   Insider investment

   24h Move

   +3.1%

   Chairman investment exceeded $17 million and ownership surpassed 30%.

5. Jun 02

   US product listing

   24h Move

   -1.9%

   Cellav completed US cosmetic listings ahead of a planned 2026 commercial launch.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, private placement, warrants, shelf registration statement, +2 more

6 terms

registered direct offering financial

"for the purchase and sale of 2,228,940 Common Shares"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"In addition, in a concurrent private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrants financial

"Pluri will issue and sell unregistered warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

shelf registration statement regulatory

"offered pursuant to an effective shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"effective shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

regulation d regulatory

"and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

HAIFA, Israel, Aug. 27, 2026 (GLOBE NEWSWIRE) -- Pluri Inc. (Nasdaq: PLUR) (TASE: PLUR) (“Pluri”), a biotechnology company, leveraging its proprietary three-dimensional ("3D") cell expansion platform across two principal business verticals: (i) Human Health & Longevity and (ii) FoodTech & Bio-Farming, today announced that it has entered into a securities purchase agreement with a single healthcare focused institutional investor, for the purchase and sale of 2,228,940 Common Shares (or Common Share equivalents in lieu thereof) at a purchase price of $1.50 per share in a registered direct offering. The gross proceeds from the offering are expected to be approximately $3.3 million, before deducting placement agent commissions and other offering expenses. In addition, in a concurrent private placement, Pluri will issue and sell unregistered warrants to purchase up to 2,228,940 Common Shares (the “Warrants”). The Warrants will have an exercise price of $1.65 per share, will be initially exercisable six months following the date of issuance, and will expire five and a half years from the date of issuance.

The closing of the offering is expected to occur on or about August 28, 2026, subject to the satisfaction of customary closing conditions. Pluri currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

The Common Shares offered to the institutional investor described above are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-273347), which was declared effective by the SEC on September 21, 2023. The offering is being made only by means of a prospectus supplement and accompanying prospectus that are a part of the effective registration statement. The Warrants will be issued in a concurrent private placement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

The private placement of the Warrants and the shares underlying the Warrants offered to the institutional investors will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Pluri Inc.

Pluri™ is a biotechnology company leveraging its proprietary three-dimensional ("3D") cell expansion platform, which is supported by an in-house, industrial-scale cell manufacturing facility and operates in accordance with Good Manufacturing Practice ("GMP") standards on a self-declared basis. The 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 Pluri's two principal business verticals: (i) Human Health & Longevity and (ii) Foodtech & Bio-Farming. Pluri also offers Contract Development and Manufacturing Organization (CDMO) services. To learn more, visit www.pluri-biotech.com or follow Pluri on LinkedIn and X.

Safe Harbor Statement

This press release contains express or implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. For example, Pluri is using forward-looking statements when it discusses the expected closing date, gross proceeds and the intended use of proceeds from the offering. These forward-looking statements are based on the current expectations of management only and are subject to factors and uncertainties that could cause actual results to differ materially, including: the Company’s ability to close the transaction when anticipated; changes in technology and market requirements; the Company may encounter delays or obstacles in launching and/or successfully completing its clinical trials, if necessary; its products may not be approved by regulatory agencies, its technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; it may be unable to retain or attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop with its processes; its products may wind up being more expensive than it anticipates; results in the laboratory may not translate to equally good results in real clinical settings; its patents may not be sufficient; its products may harm recipients or consumers; changes in legislation with an adverse impact; inability to timely develop and introduce new technologies, products and applications; loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, Pluri undertakes no obligation to publicly release any revisions to these forward-looking statements. For a more detailed description of the risks and uncertainties affecting Pluri, reference is made to Pluri's reports filed from time to time with the Securities and Exchange Commission.

Contact:

investor.relations@pluri-biotech.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Pluri (NASDAQ: PLUR) announce in its August 27, 2026 financing deal?

Pluri announced a registered direct offering and concurrent private placement totaling approximately $3.3 million in expected gross proceeds. According to Pluri, the deal includes new Common Shares and unregistered Warrants sold to a single healthcare focused institutional investor under agreed terms.

How many shares is Pluri (PLUR) issuing and at what price in the August 2026 offering?

Pluri is selling 2,228,940 Common Shares (or equivalents) at $1.50 per share in a registered direct offering. According to Pluri, this is to a single healthcare focused institutional investor under a securities purchase agreement executed on August 27, 2026.

What are the terms of the Warrants in Pluri’s August 2026 private placement (PLUR)?

Pluri will issue unregistered Warrants to purchase up to 2,228,940 Common Shares at an exercise price of $1.65 per share. According to Pluri, the Warrants become exercisable six months after issuance and expire five and a half years from their issuance date.

When is the closing of Pluri’s $3.3 million registered direct offering expected?

The closing of Pluri’s registered direct offering is expected on or about August 28, 2026. According to Pluri, completion remains subject to the satisfaction of customary closing conditions that typically apply to similar capital markets transactions.

How will Pluri (PLUR) use the proceeds from the August 2026 stock offering?

Pluri currently intends to use the net proceeds for working capital and other general corporate purposes. According to Pluri, the approximately $3.3 million in expected gross proceeds will support ongoing corporate activities after deducting placement agent commissions and offering expenses.

Is Pluri’s August 2026 registered direct offering under an effective shelf registration?

Yes. The Common Shares are offered under Pluri’s effective Form S-3 shelf registration statement, File No. 333-273347. According to Pluri, the registration statement was declared effective by the SEC on September 21, 2023, enabling this registered direct offering structure.

Who is acting as placement agent for Pluri’s August 2026 offering of PLUR shares?

A.G.P./Alliance Global Partners is acting as the sole placement agent for Pluri’s registered direct offering. According to Pluri, investors can obtain the prospectus supplement and accompanying prospectus from A.G.P. once filed and available through the usual SEC and firm channels.