Pluri (NASDAQ: PLUR) prices $2.5M private share and warrant sale to director-led fund

Rhea-AI Filing Summary

Pluri Inc. entered into a securities purchase agreement with Chutzpah Holdings LP, a fund beneficially owned by director Alexandre Weinstein, for a private placement of 625,000 common shares and warrants to purchase up to 625,000 additional shares. The units are priced at $4.00 per share plus warrant, for expected gross proceeds of approximately $2.5 million, with warrants exercisable immediately at $4.25 per share until June 30, 2026 and subject to a 35% beneficial ownership cap. The closing is expected on or about December 15, 2025, subject to customary conditions, and proceeds are earmarked for working capital and general corporate purposes.

The board granted 10,248 restricted stock units to the CEO and CFO and 2,885 RSUs to directors in lieu of cash compensation, vesting monthly over three months to support cost management and align incentives. Effective December 4, 2025, Alexandre Weinstein was appointed Chairman of the Board and Zami Aberman was appointed Vice Chairman, with Aberman’s consultancy agreement ending January 4, 2026.

Insights

Capital markets and governance analyst

Pluri raises insider capital, shifts pay into stock, and reshapes board leadership.

Pluri is conducting a private placement with Chutzpah Holdings LP, a vehicle beneficially owned by director Alexandre Weinstein. The deal covers 625,000 common shares and warrants for up to 625,000 shares at a combined purchase price of $4.00 per share-plus-warrant, for expected gross proceeds of about $2.5 million. Warrants are immediately exercisable at $4.25 and run through June 30, 2026, with a 35% beneficial ownership limitation, which constrains how large a stake can be accumulated via exercises.

Because the investor is an existing shareholder and director, this transaction concentrates financing with an insider rather than broad public investors. The stated use of proceeds is working capital and general corporate purposes, indicating near-term funding needs. Any future warrant exercises would introduce additional shares, so the full impact depends on exercise decisions before the June 30, 2026 expiry.

Separately, the company granted 10,248 restricted stock units to the CEO and CFO and 2,885 RSUs to board members in lieu of cash compensation, vesting over three months from December 4, 2025. This reduces cash outlay while increasing equity-based pay. On the same date, Weinstein became Chairman and Zami Aberman Vice Chairman, with Aberman’s consultancy ending on January 4, 2026, signaling a formal shift in leadership roles alongside the insider-led financing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 9, 2025 (December 8, 2025)

PLURI INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		001-31392		98-0351734
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

MATAM Advanced Technology Park
Building No. 5
Haifa, Israel		3508409
(Address of Principal Executive Offices)		(Zip Code)

011 972 74 710 7171

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, par value $0.00001 per share		PLUR		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 8, 2025, Pluri Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Chutzpah Holdings LP (the “Purchaser”), a limited partnership beneficially owned by Mr. Alexandre Weinstein, a non-U.S. investor and an existing shareholder and director of the Company (“Mr. Weinstein”), relating to a private placement offering (the “Offering”) of: (i) 625,000 common shares, par value $0.00001 per share (the “Common Shares”) of the Company, and (ii) warrants (the “Common Warrants”) to purchase up to 625,000 Common Shares. The combined purchase price for each Common Share and Common Warrant is $4.00. The Common Warrants will be exercisable immediately at an exercise price of $4.25 per share and will be exercisable until June 30, 2026. The Common Warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation. The Securities Purchase Agreement contains customary representations, warranties and indemnification obligations of the parties.

The gross proceeds to the Company from the Offering are expected to be approximately $2.5 million. The Company intends to use the proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to close on or about December 15, 2025, subject to the satisfaction of customary closing conditions.

The securities issued with respect to the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 903 of Regulation S promulgated thereunder. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy 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.

The foregoing descriptions of the Securities Purchase Agreement and the Common Warrants are qualified in their entirety by reference to the full text of the Securities Purchase Agreement and the form of Common Warrants, copies of which are filed as Exhibits 10.1 and 4.1, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2025, the Company’s board of directors (the “Board”) granted an aggregate of 10,248 restricted stock units (“RSUs”) to the Chief Executive Officer and Chief Financial Officer 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.

Item 8.01 Other Events.

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

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Warrant
10.1		Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Safe Harbor Statement

This Current Report on Form 8-K 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, the Company is using forward-looking statements when it discusses the expected closing of the Offering, the receipt of the proceeds from the Offering and the intended use of the proceeds from the Offering. These forward-looking statements and their implications are based on the current expectations of the management of the Company 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 the Company: the conditions to the closing of the Offering may not be met; changes in technology and market requirements; the Company may encounter delays or obstacles in launching and/or successfully completing its clinical trials, if necessary; the Company’s products may not be approved by regulatory agencies; the Company’s technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; the Company 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 the Company’s processes; the Company’s 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; the Company’s patents may not be sufficient; the Company’s products may harm recipients or consumers; changes in legislation with an adverse impact; inability to timely develop and introduce new technologies, products and applications; and 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, the Company 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 the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PLURI INC.
Date: December 9, 2025	By:	/s/ Liat Zalts
	Name:	Liat Zalts
	Title:	Chief Financial Officer

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FAQ

What financing did Pluri (PLUR) announce in this 8-K?

Pluri entered a private placement with Chutzpah Holdings LP for 625,000 common shares and warrants to purchase up to 625,000 shares at a combined price of $4.00 per share-plus-warrant, for expected gross proceeds of about $2.5 million.

Who is investing in Pluri’s new private placement and what are the warrant terms?

The investor is Chutzpah Holdings LP, beneficially owned by director Alexandre Weinstein. The warrants are exercisable immediately at $4.25 per share until June 30, 2026 and include a 35% beneficial ownership limitation.

How does Pluri (PLUR) plan to use the $2.5 million of gross proceeds?

Pluri states that the expected $2.5 million of gross proceeds from the private placement will be used for working capital and general corporate purposes.

What equity compensation changes did Pluri make for executives and directors?

On December 4, 2025, Pluri granted an aggregate of 10,248 RSUs to its CEO and CFO and 2,885 RSUs to board members under the 2019 Equity Compensation Plan, vesting in equal monthly installments over three months in lieu of cash compensation.

What board leadership changes did Pluri (PLUR) disclose?

Effective December 4, 2025, Alexandre Weinstein was appointed Chairman of the Board and Zami Aberman was appointed Vice Chairman. In connection with this, Aberman’s consultancy agreement with the company will end on January 4, 2026.

Are the securities in Pluri’s private placement registered with the SEC?

No. The securities are being issued in a transaction exempt from registration under the Securities Act, relying on Section 4(a)(2) and/or Rule 903 of Regulation S, and have not been registered under the Securities Act.