Pluri Inc. (NASDAQ: PLUR) warned by Nasdaq over listing compliance

Rhea-AI Filing Summary

Pluri Inc. reported that it received a notice from Nasdaq on January 20, 2026 stating that the company no longer meets Nasdaq’s continued listing standards for The Nasdaq Capital Market. Pluri’s market value of listed securities has fallen below the required $35 million, and it also does not meet the alternative standards of at least $2.5 million in stockholders’ equity or $500,000 in net income over the specified periods.

The company’s common shares will continue to trade on Nasdaq under the symbol PLUR during an initial 180‑day compliance period ending on July 20, 2026. Pluri can regain compliance if its market value of listed securities is at or above $35 million for at least 10 consecutive business days, and it is evaluating options to achieve this. If it fails to regain compliance, its shares would be subject to delisting, though the company would have the right to appeal to a Nasdaq Hearings Panel.

Positive

• None.

Negative

• Nasdaq compliance failure and delisting risk: Pluri no longer meets Nasdaq’s $35 million market value requirement or the alternative equity/net income standards and faces potential delisting if it cannot regain compliance by July 20, 2026.

Insights

Equity & Listing Standards Analyst

Nasdaq non-compliance notice creates clear delisting risk for Pluri.

Pluri Inc. has been formally notified that it no longer meets key Nasdaq Capital Market listing standards. Its market value of listed securities is below the required $35 million, and it also fails alternative criteria tied to stockholders’ equity and net income. This places the stock in a defined remediation window rather than triggering an immediate trading halt.

The company has 180 calendar days, until July 20, 2026, to restore compliance by lifting its market value of listed securities to at least $35 million for 10 consecutive business days (or up to 20 days at Nasdaq’s discretion). If it cannot do so, Nasdaq may move to delist, though Pluri could request a hearing, which would temporarily stay any suspension while a panel reviews the case.

Management states it is evaluating options and intends to take actions to regain compliance, but there is no assurance it will succeed or maintain compliance afterward. The ultimate impact on shareholders hinges on whether Pluri can meet the market value or alternative standards within the compliance period or any extension granted through an appeal process.

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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): January 22, 2026 (January 20, 2026)

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. 

On January 20, 2026, Pluri Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires the Company to maintain a minimum of $35 million in market value of listed securities (“MVLS”) for continued listing on The Nasdaq Capital Market (the “MVLS Requirement”), nor is it in compliance with either of the alternative listing standards, including having stockholders’ equity of at least $2.5 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

The Notice has no immediate effect on the listing or trading of the Company’s common shares, which will continue to trade on The Nasdaq Capital Market under the symbol “PLUR”.

Pursuant to the Notice, and in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided with an initial period of 180 calendar days, until July 20, 2026, to regain compliance with the MVLS Requirement (the “Compliance Period”). Nasdaq indicated that if, at any time during the Compliance Period, the Company’s MVLS closes at $35 million or more for a minimum of 10 consecutive business days (unless Nasdaq, in its discretion, requires a longer period, but generally no more than 20 consecutive business days), Nasdaq will provide a written confirmation that the Company has regained compliance and the matter will be closed. In the event the Company does not regain compliance within the Compliance Period, the Company expects that Nasdaq will provide written notification that the Company’s securities are subject to delisting. At that time, the Company may be eligible to appeal any delisting determination to a Nasdaq Hearings Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

The Company is evaluating options to regain compliance with the MVLS Requirement and intends to take appropriate actions to regain compliance; however, there can be no assurance that the Company will be able to regain compliance with all applicable requirements or maintain compliance thereafter.

Cautionary Note Regarding Forward-Looking Statements

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. Forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with Nasdaq Listing Rule 5550(b)(2), the timing of any such compliance, the actions the Company may take to regain or maintain compliance, Nasdaq’s determination regarding the Company’s continued listing and the effect thereof. Words such as “may”, “will”, “should”, “could”, “would”, “expect”, “intend”, “plan”, “believe”, “estimate”, “target”, “potential”, “continue”, “anticipate”, “seek”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Risks and uncertainties include, among others, the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements, changes in the Company’s market value of listed securities, general market and economic conditions, and other risks and uncertainties described under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in other filings the Company makes with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. For 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.

1

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: January 22, 2026	By:	/s/ Liat Zalts
	Name:	Liat Zalts
	Title:	Chief Financial Officer

2

FAQ

Why did Pluri Inc. (PLUR) receive a Nasdaq non-compliance notice?

Pluri received a notice from Nasdaq because it failed to meet Nasdaq Listing Rule 5550(b)(2), which requires a minimum market value of listed securities of $35 million. It also did not satisfy the alternative standards for stockholders’ equity or net income.

Does the Nasdaq notice immediately affect trading of Pluri (PLUR) shares?

The notice has no immediate effect on trading. Pluri’s common shares will continue to trade on The Nasdaq Capital Market under the symbol PLUR during the compliance period.

How long does Pluri Inc. have to regain Nasdaq compliance?

Pluri has an initial 180 calendar days, until July 20, 2026, to regain compliance with the market value of listed securities requirement under Nasdaq Listing Rule 5810(c)(3)(C).

What must Pluri do to regain compliance with Nasdaq’s MVLS requirement?

Pluri can regain compliance if its market value of listed securities closes at $35 million or more for at least 10 consecutive business days, though Nasdaq may require up to 20 consecutive business days at its discretion.

What happens if Pluri Inc. does not regain Nasdaq compliance by July 20, 2026?

If Pluri does not regain compliance within the 180‑day period, Nasdaq is expected to notify the company that its securities are subject to delisting. Pluri may then appeal to a Nasdaq Hearings Panel, which would stay any suspension or delisting during the hearing process and any extension granted.

Is Pluri taking any actions in response to the Nasdaq notice?

Pluri states that it is evaluating options to regain compliance with the market value requirement and intends to take appropriate actions, while noting there is no assurance it will regain or maintain compliance.