Pluri details $3.68M private warrant offering

Pluri Inc. reports a $3.68 million Rule 506(b) exempt warrant offering, fully allocated and separate from a concurrent registered direct deal.

Rhea-AI Filing Summary

Pluri Inc. (PLUR) filed a Form D for an exempt private offering of warrants and the securities issuable upon their exercise under Rule 506(b) of Regulation D. The notice is a new filing, with the first sale reported on August 28, 2026.

The total offering amount sold is $3,677,751, which the company states reflects total gross proceeds to be received assuming cash exercise of all warrants, with no remaining amount to be sold. This amount does not include gross proceeds from a concurrent registered direct offering, which is handled separately. No finders’ fees are reported for this exempt offering.

Filing Explained

The filing reports $0 in finders’ fees for this exempt offering, while stating that cash fees paid to A.G.P./Alliance Global Partners belong to the concurrent registered direct offering and are excluded from these amounts; the $0 figure therefore should not be read as a no-fee statement for the concurrent offering.

Key Figures

Total amount sold: $3,677,751 Total remaining to be sold: $0 Date of first sale: August 28, 2026 +3 more

6 metrics

Total amount sold $3,677,751 Gross proceeds to be received assuming cash exercise of all warrants in the exempt offering

Total remaining to be sold $0 Amount remaining to be sold in the reported Rule 506(b) offering

Date of first sale August 28, 2026 First sale under the new Rule 506(b) exempt offering

Regulation D exemption Rule 506(b) Primary federal exemption claimed for this private offering

Issuer jurisdiction Nevada Jurisdiction of incorporation for Pluri Inc.

Phone number of issuer 972-74-710-8600 Contact number at the principal place of business in Haifa, Israel

Key Terms

Form D, Rule 506(b), Regulation D exemption, registered direct offering, +1 more

5 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Rule 506(b) regulatory

"Federal Exemption(s) and Exclusion(s) Claimed ... Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D exemption regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

registered direct offering financial

"the concurrent registered direct offering"

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.

Option, Warrant or Other Right to Acquire Another Security financial

"Type(s) of Securities Offered ... Option, Warrant or Other Right"

FAQ

What type of exempt offering did Pluri Inc. (PLUR) report on Form D?

Pluri Inc. reported an exempt private offering under Rule 506(b) of Regulation D, involving warrants and the securities issuable upon their exercise, as indicated by the selected exemption and security types in the notice.

How much has Pluri Inc. (PLUR) sold in its Form D offering?

Pluri Inc. reports a total amount sold of $3,677,751. The company states this reflects the total gross proceeds to be received assuming cash exercise of all warrants, and that there is $0 remaining to be sold in this exempt offering.

When did Pluri Inc. (PLUR) first sell securities in this exempt offering?

The notice identifies this as a new offering and lists the date of first sale as August 28, 2026. This date anchors when sales under this Rule 506(b) exempt offering began.

What securities are offered in Pluri Inc.’s Form D filing?

Pluri Inc. indicates it is offering options, warrants or other rights to acquire another security and the related securities to be acquired upon exercise, as shown by the selected security types in Item 9 of the notice.

Does the $3.68 million Form D amount include Pluri Inc.’s concurrent registered direct offering?

No. Pluri Inc. clarifies that the $3,677,751 reflects gross proceeds assuming cash exercise of all warrants and does not include the total gross proceeds from the concurrent registered direct offering, which is treated separately.

Are any finders’ fees reported for Pluri Inc.’s Form D offering?

The filing reports finders’ fees of $0 for this exempt offering and clarifies that this does not include cash fees paid to A.G.P./Alliance Global Partners in connection with the concurrent registered direct offering.

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

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Available on EDGAR 09/04/2026 - 08:00 AM Accepted by SEC EDGAR 09/04/2026 - 08:00 AM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001158780

PLURISTEM THERAPEUTICS INC

PLURISTEM LIFE SYSTEMS INC

AI SOFTWARE INC

PLURISTEM THERPEUTICS INC.

PLURISTEM LIFE SYSTEMS INC.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Pluri Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Pluri Inc.
Street Address 1		Street Address 2
MATAM ADVANCED TECHNOLOGY PARK		BUILDING NO. 5
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HAIFA	ISRAEL	3508409	972-74-710-8600

3. Related Persons

Last Name	First Name	Middle Name
Yanay	Yaky
Street Address 1	Street Address 2
Matam Advanced Technology Park	Building No. 5
City	State/Province/Country	ZIP/PostalCode
Haifa	ISRAEL	3508409

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer, President and Director

Last Name	First Name	Middle Name
Zalts	Liat
Street Address 1	Street Address 2
Matam Advanced Technology Park	Building No. 5
City	State/Province/Country	ZIP/PostalCode
Haifa	ISRAEL	3508409

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer and Treasurer

Last Name	First Name	Middle Name
Shorrer	Doron
Street Address 1	Street Address 2
Matam Advanced Technology Park	Building No. 2
City	State/Province/Country	ZIP/PostalCode
Haifa	ISRAEL	3508409

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Levi	Rami
Street Address 1	Street Address 2
Matam Advanced Technology Park	Building No. 2
City	State/Province/Country	ZIP/PostalCode
Haifa	ISRAEL	3508409

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Shemesh-Rasmussen	Maital
Street Address 1	Street Address 2
Matam Advanced Technology Park	Building No. 2
City	State/Province/Country	ZIP/PostalCode
Haifa	ISRAEL	3508409

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Weinstein	Alexandre
Street Address 1	Street Address 2
Matam Advanced Technology Park	Building No. 2
City	State/Province/Country	ZIP/PostalCode
Haifa	ISRAEL	3508409

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board of Directors

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-28				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
A.G.P/ Alliance Global Partners	000003861
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
590 Madison Avenue	28th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$3,677,751	USD	or Indefinite
Total Amount Sold	$3,677,751	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The total offering amount reflects the total gross proceeds to be received by the Company assuming cash exercise of all warrants. The amount does not include the total gross proceeds received by the company in the concurrent registered direct offering.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The amounts do not include cash fees paid to A.G.P./Alliance Global Partners in connection with the concurrent registered direct offering.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Pluri Inc.	/s/ Liat Zalts	Liat Zalts	Chief Financial Officer and Treasurer	2026-09-04

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.