Pluri unit Ever After Foods to acquire Fishway BV

Pluri Inc. reported that Ever After Foods Ltd. (EAF), its indirect majority-owned subsidiary, agreed to acquire all outstanding share capital of Fishway BV through an exchange of EAF ordinary shares.

Rhea-AI Filing Summary

Pluri Inc. reported that Ever After Foods Ltd. (EAF), its indirect majority-owned subsidiary, agreed to acquire all outstanding share capital of Fishway BV through an exchange of EAF ordinary shares. The deal is intended to support EAF’s European strategy via Fishway’s Belgian presence and research on cell lines and culture media for potential cultivated seafood applications.

Concurrently, EAF and certain Fishway security holders entered into a simple agreement for future equity under which these investors will provide an aggregate principal of $2.0 million to EAF. Pluri currently indirectly owns about 69% of EAF and expects its indirect interest to decrease to about 58% after completion, reflecting dilution from the share issuance and SAFE investment. Pluri is not a party to the transaction agreements. Closing is expected within 30 days of August 12, 2026, subject to customary corporate and closing conditions.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

SAFE investment amount: $2.0 million Current indirect ownership in EAF: 69% Expected indirect ownership in EAF post-transaction: 58% +1 more

4 metrics

SAFE investment amount $2.0 million Aggregate principal amount to be invested in EAF under the SAFE Agreement

Current indirect ownership in EAF 69% Pluri’s indirect ownership of Ever After Foods before the Fishway transaction

Expected indirect ownership in EAF post-transaction 58% Pluri’s expected indirect ownership of Ever After Foods after completion

Expected closing window 30 days Closing expected within 30 days from August 12, 2026, subject to conditions

Key Terms

simple agreement for future equity, SAFE Agreement, cultivated seafood industry, forward-looking statements

4 terms

simple agreement for future equity financial

"entered into a simple agreement for future equity (the “SAFE Agreement”)"

A simple agreement for future equity is an investment contract that gives an investor the right to receive company shares at a later financing event or sale instead of getting shares immediately. Think of it like a voucher that converts into ownership once the company’s value is formally set; it matters to investors because it fixes how and when ownership is awarded, affects how much of the company they ultimately own, and influences dilution and return potential.

SAFE Agreement financial

"entered into a simple agreement for future equity (the “SAFE Agreement”)"

A SAFE (Simple Agreement for Future Equity) is a contract investors use to provide capital to a private company now in exchange for the right to receive shares later, typically when the company raises a priced round or is sold. Think of it like a voucher that converts into stock at a future financing event according to pre-set terms (such as a valuation cap or discount). It matters to investors because SAFEs determine how much ownership and dilution early backers will receive once the company’s equity is formally issued, affecting potential returns and the company’s capitalization structure.

cultivated seafood industry technical

"culture media for potential use in the cultivated seafood industry"

forward-looking statements regulatory

"contains express or implied forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What transaction involving Ever After Foods did PLUR disclose in this Form 8-K?

Pluri disclosed that its subsidiary Ever After Foods Ltd. (EAF) agreed to acquire all outstanding shares of Fishway BV in exchange for EAF ordinary shares, aiming to strengthen EAF’s European presence and cultivated seafood-related research capabilities.

How much new funding will Ever After Foods receive under the SAFE Agreement disclosed by PLUR?

Under the SAFE Agreement, certain Fishway sellers will invest an aggregate principal amount of $2.0 million into Ever After Foods. This funding is provided through a simple agreement for future equity, giving investors future equity in EAF rather than immediate shares.

How will the Fishway transaction affect PLUR’s indirect ownership in Ever After Foods?

Pluri currently indirectly owns approximately 69% of Ever After Foods and expects this to decrease to about 58% after the transaction closes. The change reflects dilution from issuing EAF shares and the equity-linked SAFE investment to Fishway’s sellers.

Is Pluri Inc. a direct party to the Fishway acquisition or SAFE Agreement?

Pluri Inc. is not a party to the Share Purchase Agreement or related transaction agreements, including the SAFE. The agreements are entered into by Ever After Foods and Fishway’s security holders, while Pluri participates only through its existing indirect ownership in EAF.

When is the closing of the Fishway acquisition by EAF expected to occur for PLUR’s subsidiary?

The closing date is expected to occur within 30 days from August 12, 2026, when the Share Purchase Agreement was signed. Completion remains subject to customary closing conditions, including approval of Ever After Foods’ amended and restated articles and other corporate approvals.

What strategic goal does the Fishway acquisition serve for PLUR’s subsidiary Ever After Foods?

The transaction is intended to support Ever After Foods’ European strategy by leveraging Fishway’s Belgian corporate presence and development-stage research on cell lines and culture media for potential use in the cultivated seafood industry.

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

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Available on EDGAR 08/17/2026 - 04:02 PM Accepted by SEC EDGAR 08/17/2026 - 04:01 PM Learn about SEC filing dates

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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): August 17, 2026 (August 12, 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 8.01 Other Events.

On August 12, 2026, Ever After Foods Ltd. (“EAF”), an indirect majority-owned subsidiary of Pluri Inc. (the “Company”), entered into a share purchase agreement (the “Share Purchase Agreement”) with Fishway BV (“Fishway”) and the holders of certain securities of Fishway as specified in the Share Purchase Agreement (the “Sellers”).

Pursuant to the Share Purchase Agreement, and subject to the satisfaction or waiver of customary closing conditions, EAF agreed to acquire all of the outstanding share capital of Fishway in exchange for the issuance of EAF’s ordinary shares to the Sellers (the “Transaction”). The Transaction is intended to support EAF’s European strategy through Fishway’s Belgian corporate presence and development-stage research activities relating to cell lines and culture media for potential use in the cultivated seafood industry.

In connection with the Transaction, EAF and certain of the Sellers (the “Investors”) entered into a simple agreement for future equity (the “SAFE Agreement”), pursuant to which the Investors agreed to invest an aggregate principal amount of $2.0 million in EAF (the “SAFE Amount”).

The Company is not a party to the Share Purchase Agreement or any related Transaction agreements. Through a wholly owned subsidiary, the Company currently indirectly owns approximately 69% of EAF’s outstanding share capital. Following completion of the Transaction, the Company expects that its indirect ownership interest in EAF will be reduced to approximately 58%, reflecting dilution to EAF’s shareholders in connection with the Transaction.

The Closing Date of the Transaction is expected to occur within 30 days from the date of the Share Purchase Agreement, subject to the satisfaction or waiver of customary closing conditions, including the approval of the amended and restated articles of association of EAF and other required corporate approvals.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains express or implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. Forward-looking statements include, but are not limited to, the expected closing of the Transaction, the Company’s expected change in indirect ownership interest in EAF following closing of the Transaction, the satisfaction of any customary closing conditions, continued control of EAF, the expected entry to the SAFE Agreement, the payment of the SAFE Amount, and the expected strategic benefits of the Transaction. 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. 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. The Transaction is subject to closing conditions and may not be completed when expected, or at all. 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: August 17, 2026	By:	/s/ Liat Zalts
	Name:	Liat Zalts
	Title:	Chief Financial Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB