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Pluri Inc. Announces 1-for-8 Reverse Share Split

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Pluri Inc. announces a reverse share split of its common shares at a ratio of 1-for-8, reducing outstanding shares from 41,816,959 to approximately 5,227,120. The split will not impact ownership or voting power, with fractional shares rounded up. Equiniti Trust Company, will act as the exchange agent for the reverse split.
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The announcement of Pluri Inc.'s reverse share split is a strategic move typically aimed at boosting the stock's market price by reducing the number of shares outstanding. This can often be seen as an attempt to meet stock exchange minimum price requirements or to attract a different class of investors. From a financial perspective, while the reverse split does not intrinsically alter the company's market capitalization, it can influence investor perception. Potential investors might interpret the reduced share count as a sign of improved financial health or as a precursor to future growth initiatives.

However, such corporate actions also carry the risk of being perceived negatively, as they can be seen as a cosmetic fix for deeper financial issues. Moreover, the market's reaction can be unpredictable and there's a possibility that the stock might lose value if the reverse split is not followed by positive fundamental changes in the company. For current shareholders, the impact is neutral in terms of their percentage holdings, although the adjustment in options and warrants will require careful monitoring to ensure their investments' value is maintained post-split.

Legally, Pluri Inc.'s reverse share split is a straightforward procedure under Nevada law, which does not require additional shareholder approval when the action does not adversely affect any class of shares and both the number of authorized and outstanding shares are proportionally reduced. The lack of need for shareholder approval streamlines the process, reflecting the Board's authority to enact such changes. It's important to note that the reverse split also reduces the authorized capital shares, which could limit the company's ability to raise capital through equity issuance in the future without further shareholder approval to increase authorized shares.

Additionally, the absence of fractional shares issuance, with fractional shares being rounded up, means that the company avoids the administrative burden and cost associated with managing fractional shares. This is a common practice that minimizes complications but does have a slight dilutive effect on existing shareholders, as the total share count may increase slightly due to the rounding up of fractional shares.

Reverse splits can be a double-edged sword in terms of market perception. On one side, they can create a more appealing share price for institutional investors and reduce volatility by decreasing the number of shares available for trading. On the other side, they can be seen as a move of last resort for companies struggling to meet exchange listing requirements. For Pluri Inc., which operates in the volatile biotechnology sector, maintaining a stable and attractive stock price is essential for securing ongoing investment and funding research.

Historically, the performance of stocks following a reverse split has been mixed and much depends on the underlying reasons for the split and the company's subsequent performance. Investors and analysts will likely scrutinize Pluri's future financial results and pipeline developments closely to assess whether this reverse split is a sign of confidence by the management or a mere tactical maneuver to stay listed on the Nasdaq Capital Market.

HAIFA, Israel, March 27, 2024 (GLOBE NEWSWIRE) -- Pluri Inc. (Nasdaq: PLUR) (TASE: PLUR) ("Pluri" or the “Company"), a leading biotechnology company that transforms cells into solutions, today announced that a reverse share split of the Company’s issued and outstanding common shares, par value $0.00001 per share (the “Common Shares”) at a ratio of 1-for-8 is expected to be implemented at market open on April 1, 2024. The Company's Common Shares will begin trading on the Nasdaq Capital Market on a post-split basis at the market open on April 1, 2024, under the Company's existing trading symbol "PLUR", but will trade under a new CUSIP Number, 72942G203.

After giving effect to the reverse share split of the Company’s Common Shares, each eight (8) Common Shares will be combined into one Common Share, such that the Company’s 41,816,959 Common Shares outstanding will be reduced to approximately 5,227,120 Common Shares outstanding (the “Reverse Share Split”). In addition, the authorized capital shares of the Company are being reduced from 300,000,000 Common Shares to 37,500,000 Common Shares as a result of the Reverse Share Split and pursuant to Nevada Revised Statutes (NRS) Section 78.207. No fractional shares will be issued as a result of the reverse split as any fractional shares resulting from the reverse split will be rounded up to the nearest whole share on a per shareholder basis.

The Board of Directors of the Company approved the action in accordance with Nevada law (NRS Section 78.207). No additional Company or shareholder approval is required because both the number of authorized Common Shares and the number of outstanding Common Shares will be proportionally reduced as a result of the Reverse Share Split, the Reverse Share Split will not adversely affect any other class of shares of the Company and the Company will not pay money or issue scrip to shareholders who would otherwise be entitled to receive a fractional share as a result of the reverse split.

The reverse split will not impact any shareholder's percentage ownership of Pluri or voting power, except for minimal effects resulting from the treatment of fractional shares.

All options, unvested shares of restricted stock, restricted stock units and warrants of the Company outstanding prior to the split will be appropriately adjusted.

Equiniti Trust Company, LLC, will act as the exchange agent for the reverse split. Please contact Equiniti Trust Company, LLC for further information at (718) 921-8200.

About Pluri

Pluri is pushing the boundaries of science and engineering to create cell-based products for commercial use and is pioneering a biotech revolution that promotes global wellbeing and sustainability. The Company’s technology platform, a patented and validated state-of-the-art 3D cell expansion system, advances novel cell-based solutions for a range of initiatives— from medicine and climate change to food scarcity, animal cruelty and beyond. Pluri’s method is uniquely accurate, scalable, cost-effective, and consistent from batch to batch. Pluri currently operates in the field of regenerative medicine, food-tech and agtech and aims to establish partnerships that leverage the Company’s 3D cell-based technology to additional industries that require effective, mass cell production. Pluri also offers CDMO services. To learn more, visit us at http://www.pluri-biotech.com or follow us 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 implementation of the reverse share split. These forward-looking statements and their

implications are based on the current expectations of the management of Pluri only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements about Pluri: changes in technology and market requirements; Pluri 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 Pluri 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 to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 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

Investors: investor.relations@pluri-biotech.com


FAQ

What is the ratio of the reverse share split announced by Pluri Inc.?

The reverse share split announced by Pluri Inc. is at a ratio of 1-for-8.

How many outstanding common shares will be left after the reverse share split?

After the reverse share split, approximately 5,227,120 common shares will be outstanding.

Will the reverse share split impact shareholder ownership or voting power?

The reverse share split will not impact any shareholder's percentage ownership of Pluri or voting power, except for minimal effects due to the treatment of fractional shares.

Who will act as the exchange agent for the reverse split?

Equiniti Trust Company, will act as the exchange agent for the reverse split.

Pluri Inc.

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Biological Product (except Diagnostic) Manufacturing
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