Insider-backed Chutzpah Holdings (NASDAQ: PLUR) buys 625K shares and warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Pluri Inc. reported that insider-affiliated investor Chutzpah Holdings LP, which is beneficially owned by director and 10% owner Alexandre Weinstein, agreed to a private placement under a March 24, 2026 Securities Purchase Agreement. The deal covers 625,000 common shares and common warrants to purchase 625,000 common shares at a combined price of $4.00 per share and accompanying warrant.
The agreement closed in two tranches: on March 31, 2026 and April 21, 2026, CHLP acquired 312,500 common shares and common warrants to purchase 312,500 common shares at each closing, providing total gross proceeds of $2,500,000 to Pluri. The common warrants are exercisable immediately at $4.25 per share and expire 18 months after issuance, with a hard 35% beneficial ownership cap. The filing also details Weinstein’s indirect holdings through CHLP and related entities, as well as his vested and scheduled-to-vest restricted stock units.
Positive
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Negative
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Insights
Insider-affiliated fund invests $2.5M in Pluri via shares and warrants.
Pluri Inc. entered a March 2026 Securities Purchase Agreement with Chutzpah Holdings LP, an entity beneficially owned by director and 10% holder Alexandre Weinstein. CHLP is buying 625,000 common shares and warrants for 625,000 common shares at a combined $4.00 per unit.
The investment closed in two tranches on March 31, 2026 and April 21, 2026, each for 312,500 shares and 312,500 warrants, generating total gross proceeds of $2,500,000 for Pluri. The warrants are immediately exercisable at $4.25 per share, last 18 months, and include a hard 35% Beneficial Ownership Limitation.
Weinstein’s exposure is largely indirect through CHLP, Chutzpah Holdings Limited, and Plantae Bioscience Ltd., alongside his personal RSU awards. The Form 4 shows remaining warrants, including 625,000 at $4.25 expiring on June 30, 2026 and 84,599 at $5.568 expiring on February 5, 2028, providing additional potential future equity issuance depending on exercise decisions.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Manieu Alexandre Weinstein, Chutzpah Holdings Ltd
Role
null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Warrants | 312,500 | $2.00 | $625K |
| Grant/Award | Common Stock | 312,500 | $2.00 | $625K |
| Grant/Award | Warrants | 312,500 | $2.00 | $625K |
| Grant/Award | Common Stock | 312,500 | $2.00 | $625K |
| holding | Warrants | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Warrants — 1,250,000 shares (Indirect, Warrants indirectly held through Chutzpah Holdings LP);
Common Stock — 1,250,000 shares (Indirect, Shares indirectly held through Chutzpah Holdings LP);
Common Stock — 6,284 shares (Direct, null)
Footnotes (1)
- On March 24, 2026, Pluri Inc. (the "Company") entered into a Securities Purchase Agreement (the "March 2026 SPA") with Chutzpah Holdings LP ("CHLP"), a limited partnership beneficially owned by Mr. Alexandre Weinstein ("Mr. Weinstein"), relating to a private placement offering of: (i) 625,000 common shares of the Company, par value $0.00001 per share ("Common Shares"), and (ii) common warrants (the "Common Warrants") to purchase up to 625,000 Common Shares. The combined purchase price for each Common Share and accompanying Common Warrant is $4.00. The Common Warrants are exercisable immediately at an exercise price of $4.25 per share and expire 18 months from the date of issuance. The Common Warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation. The March 2026 SPA closed in two tranches: (Continuation of Footnote (1) of 1/2) (a) the first closing occurred on March 31, 2026, at which CHLP acquired 312,500 Common Shares and Common Warrants to purchase 312,500 Common Shares; and (b) the second closing occurred on April 21, 2026, at which CHLP acquired 312,500 Common Shares and Common Warrants to purchase 312,500 Common Shares. The total gross proceeds received by the Company under the March 2026 SPA were $2,500,000. These transactions are in addition to securities previously acquired by CHLP under a Securities Purchase Agreement dated December 8, 2025 (the "December 2025 SPA"), pursuant to which CHLP acquired 625,000 Common Shares and Common Warrants to purchase 625,000 Common Shares at a combined purchase price of $4.00 per share and warrant, with closing on December 30, 2025 (as reported on the Form 4 filed on January 5, 2026). (Continuation of Footnote (1) of 2/2) Each of the three CHLP warrant instruments contains an independent beneficial ownership limitation provision. Each warrant provides that CHLP may not exercise such warrant to the extent that, after giving effect to the issuance of the warrant shares upon such exercise, the Holder, together with its Affiliates and Attribution Parties (as defined in the warrants, which include all Reporting Persons), would beneficially own in excess of 35% of the number of Common Shares outstanding immediately after giving effect to such issuance (each, a "Beneficial Ownership Limitation"). Each Beneficial Ownership Limitation is a hard cap of 35% that cannot be exceeded; the Holder may decrease the limitation applicable to a particular warrant (and subsequently increase it back to a maximum of 35%) upon 61 days' prior written notice to the Company, but may not increase it above 35% under any circumstance. The acquisition of 312,500 Common Shares and Common Warrants to purchase 312,500 Common Shares on March 31, 2026 pursuant to the first closing under the March 2026 SPA was required to be reported on a Form 4 within two business days of March 31, 2026 (i.e., by April 2, 2026). The Reporting Persons undertake to report all future transactions on a timely basis. The March 2026 SPA defines the "Per Share Purchase Price" as $4.00, which represents the combined purchase price for one Common Share and one accompanying Common Warrant. For the purposes of this Form 4, the $4.00 combined price has been allocated equally between the Common Share ($2.00) and the Common Warrant ($2.00), consistent with the allocation methodology used in the Form 4 filed on January 5, 2026 in connection with the December 2025 SPA. This statement is jointly filed by and on behalf of each of Chutzpah Holdings LP ("CHLP"), Chutzpah Holdings Limited ("CHL"), Plantae Bioscience Ltd. ("Plantae") and Mr. Weinstein. CHL is a company organized under the laws of Jersey Islands. Mr. Weinstein indirectly owns 100% of CHL and may be deemed to beneficially own securities owned by CHL. CHLP is a limited partnership organized under the laws of Ontario, Canada. CHLP is beneficially owned by Mr. Weinstein, and Mr. Weinstein may be deemed to beneficially own securities owned by CHLP. Plantae Bioscience Ltd. ("Plantae") is a corporation organized under the laws of Israel. CHL owns approximately 78% of Plantae, and Mr. Weinstein may be deemed to indirectly beneficially own securities owned by Plantae through his 100% indirect ownership of CHL. (Continuation of Footnote (6)) Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, other than the Common Stock of the Issuer owned of record by such Reporting Person. Neither the filing of this statement nor anything herein shall be deemed an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Represents 5,643 Common Shares received upon vesting of restricted stock units ("RSUs") and 641 RSUs that are scheduled to vest on May 25, 2026 (within 60 days of the date hereof). The 641 RSUs are included in Mr. Weinstein's beneficial ownership pursuant to Rule 13d-3(d)(1) under the Exchange Act because Mr. Weinstein has the right to acquire such shares within 60 days through the settlement of such RSUs. Mr. Weinstein has been granted an aggregate of 10,769 RSUs under two separate equity compensation plan agreements with the Company: (i) 10,250 RSUs granted on February 25, 2025, pursuant to the Company's 2016 Equity Compensation Plan, which vest in twelve installments: 12.50% (1,281 shares) on each of May 25, 2025; August 25, 2025; November 25, 2025; and February 25, 2026; and 6.25% (641 shares, with the final installment being 639 shares) (Continuation of Footnote (8)) on each of May 25, 2026; August 25, 2026; November 25, 2026; February 25, 2027; May 25, 2027; August 25, 2027; November 25, 2027; and February 25, 2028; and (ii) 519 RSUs granted on December 1, 2025, pursuant to the Company's 2019 Equity Compensation Plan, which vested in three equal monthly installments of 173 shares on December 31, 2025; January 31, 2026; and February 28, 2026 (all of which have now fully vested). As of the date hereof, 5,643 RSUs have vested into Common Shares, and an additional 641 RSUs are scheduled to vest on May 25, 2026 (within 60 days of the date hereof) and are therefore included in Mr. Weinstein's beneficial ownership. The remaining 4,485 RSUs are unvested and subject to future vesting conditions beyond 60 days. Unvested RSUs confer no voting rights or dividend entitlements until settlement into Common Shares. The Common Warrants issued under the March 2026 SPA expire 18 months from their respective issuance dates. Accordingly: (a) the warrants issued at the March 31, 2026 first closing expire on or about September 30, 2027; and (b) the warrants issued at the April 21, 2026 second closing expire on October 21, 2027. By contrast, the 625,000 Common Warrants issued under the December 2025 SPA expire on June 30, 2026. CHL holds warrants to purchase 84,599 Common Shares at an exercise price of $5.568 per share, which were issued pursuant to the Securities Purchase Agreement dated January 23, 2025 between the Company and CHL. These warrants have a term of three years from issuance. The original 19.99% beneficial ownership limitation applicable to these warrants was removed upon receipt of shareholder approval at the Company's 2025 Annual Meeting of Shareholders on June 30, 2025.
Key Figures
Total units purchased: 625,000 shares + 625,000 warrants
Combined purchase price per unit: $4.00 per share and warrant
Gross proceeds to company: $2,500,000
+5 more
8 metrics
Total units purchased
625,000 shares + 625,000 warrants
March 2026 Securities Purchase Agreement
Combined purchase price per unit
$4.00 per share and warrant
Per Share Purchase Price under March 2026 SPA
Gross proceeds to company
$2,500,000
Total from March 2026 private placement
Warrant exercise price
$4.25 per share
Common Warrants issued under March 2026 SPA
Beneficial ownership cap
35%
Per-warrant Beneficial Ownership Limitation
Existing warrants at higher strike
84,599 shares at $5.568
Warrants held by CHL, 3-year term from Jan 23, 2025
RSU grants to Weinstein
10,769 RSUs
Two equity compensation plan agreements
RSUs vested or vesting within 60 days
5,643 vested + 641 scheduled
Included in beneficial ownership under Rule 13d-3(d)(1)
Key Terms
Securities Purchase Agreement, Beneficial Ownership Limitation, anti-dilution provisions, restricted stock units ("RSUs"), +2 more
6 terms
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the "March 2026 SPA") with Chutzpah Holdings LP"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Beneficial Ownership Limitation regulatory
"would beneficially own in excess of 35% ... each, a "Beneficial Ownership Limitation""
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
anti-dilution provisions financial
"The Common Warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation."
Anti-dilution provisions are contract terms that protect an investor’s percentage ownership when a company issues new shares at a lower price than the investor originally paid. They work like an automatic recalculation of split pieces when a pie gets cut into more slices, preserving the investor’s relative stake and reducing unexpected losses of ownership and voting power, which matters because it affects potential control, future returns, and valuation of an investment.
restricted stock units ("RSUs") financial
"Represents 5,643 Common Shares received upon vesting of restricted stock units ("RSUs")"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Rule 13d-3(d)(1) regulatory
"included in Mr. Weinstein's beneficial ownership pursuant to Rule 13d-3(d)(1) under the Exchange Act"
beneficially own regulatory
"may be deemed to beneficially own securities owned by CHLP"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
FAQ
What are the pricing and exercise terms of the Pluri (PLUR) securities purchased by Chutzpah?
The March 2026 agreement sets a combined purchase price of $4.00 for one common share and one accompanying common warrant, allocated as $2.00 to the share and $2.00 to the warrant. The common warrants are exercisable immediately at $4.25 per share and expire 18 months after issuance, subject to anti-dilution provisions.
What is the Beneficial Ownership Limitation on Pluri (PLUR) warrants held by Chutzpah?
Each warrant issued under the March 2026 agreement has a Beneficial Ownership Limitation of 35%. This cap prevents Chutzpah Holdings LP and its affiliates from exercising a warrant if, after exercise, their beneficial ownership would exceed 35% of Pluri’s outstanding common shares, enforcing a hard ownership ceiling per warrant instrument.
How much cash did Pluri Inc. (PLUR) receive from the March 2026 private placement?
Pluri received total gross proceeds of $2,500,000 from the March 2026 Securities Purchase Agreement with Chutzpah Holdings LP. This amount reflects the sale of 625,000 common shares and accompanying common warrants to purchase 625,000 common shares at a combined purchase price of $4.00 for each share-and-warrant unit.