Pluri director and 10% owner reports major warrant exercise and share buys

Rhea-AI Filing Summary

Pluri Inc. (PLUR) reported insider activity involving director and 10% owner Alexandre Weinstein and his entities Chutzpah Holdings Limited and Plantae Bioscience Ltd. On February 25, 2025, 10,250 common shares were acquired at a price of $0, held directly. On October 29, 2025, 1,002,169 pre-funded warrants with an exercise price of $0.0001 per share were exercised into common stock, resulting in 1,933,415 common shares indirectly held through Chutzpah.

Separately, on April 28, 2025, 452,702 common shares were purchased at $4.61 per share and are indirectly held through Plantae. The filing explains that Chutzpah and Plantae are controlled by Mr. Weinstein, who may be deemed to beneficially own their holdings, while formally disclaiming beneficial ownership beyond his pecuniary interest. It also notes that 84,599 common warrants related to a January 23, 2025 securities purchase agreement are exercisable until June 30, 2028.

Insights

Equity Ownership and Governance Analyst

Large insider exercises pre-funded warrants and clarifies prior private placement-related holdings; impact is mainly ownership and float mechanics, not new capital.

This filing shows a major holder and director of Pluri Inc. changing the form of existing exposure rather than creating new economic investment. Through **Chutzpah Holdings Limited**, the reporting person exercised 1,002,169 pre-funded warrants into common shares at an exercise price of $0.0001, shifting those interests from derivative to non-derivative stock. There is also an indirect position of 452,702 common shares held via **Plantae Bioscience Ltd.** acquired at $4.61 per share.

The filing explains that these warrants and common warrants arise from a January 23, 2025 Securities Purchase Agreement covering common shares, pre-funded warrants, and common warrants, and references an earlier Form 3. The pre-funded warrants became exercisable after the shareholders meeting on June 30, 2025, and the common warrants are exercisable until June 30, 2028. The warrants themselves were part of a private placement structure, with pre-funded warrants acquired in exchange for common shares and common warrants issued for no additional consideration.

The disclosure also notes that a prior transaction dated January 1, 2025 had been inadvertently omitted from an earlier Form 4 and is now being reported. The reporting persons repeatedly disclaim group status and beneficial ownership beyond their economic interest, which frames how future ownership calculations may be interpreted under Sections 13 and 16. Key items to monitor over the next several years are any further warrant exercises before the June 30, 2028 expiration and subsequent changes in reported beneficial ownership levels.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Manieu Alexandre Weinstein

(Last) (First) (Middle)

APT 8002, BURGENSTOCK HOTELS & RESORT,

BURGENSTOCK 30

(Street)

OBBURGEN V8 6363

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pluri Inc. [ PLUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2025		A		10,250	A	$0	10,250	D
Common Stock	10/29/2025(3)		M		1,002,169	A	$0.0001	1,933,415	I	Shares indirectly held through Chutzpah Holdings Limited(1)
Common Stock	04/28/2025		P		452,702	A	$4.61	452,702	I	Shares indirectly held through Plantae Bioscience Ltd.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants to purchase Common Shares	$0.0001	10/29/2025		M			1,002,169(3)	06/30/2025	(5)	Common Shares	0	$0(7)	84,599(4)	I	Indirectly held through Chutzpah Holdings Limited(1)
Common Warrants	$5.568	01/23/2025		A		84,599(4)		06/30/2025	(6)	Common Shares	0	$0(7)	84,599(4)	I	Indirectly held through Chutzpah Holdings Limited(1)

1. Name and Address of Reporting Person^*

Manieu Alexandre Weinstein

(Last) (First) (Middle)

APT 8002, BURGENSTOCK HOTELS & RESORT,

BURGENSTOCK 30

(Street)

OBBURGEN V8 6363

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Chutzpah Holdings Ltd

(Last) (First) (Middle)

4TH FLOOR, LIBERATION HOUSE

CASTLE STREET

(Street)

ST. HELIER Y9 JE1 4HH

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This statement is jointly filed by and on behalf of each of Chutzpah Holdings Limited ("Chutzpah") and Mr. Weinstein. Mr. Weinstein indirectly owns 100% of Chutzpah and may be deemed to beneficially own securities owned by Chutzpah.

2. Mr. Weinstein indirectly owns 77% of Plantae Bioscience Ltd. ("Plantae") and may be deemed to beneficially own securities owned by Plantae. Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Weinstein is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities owned by Plantae. Mr. Weinstein disclaims beneficial ownership of such securities covered by this statement, except to the extent of his pecuniary interest in such securities. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

3. In connection with the issuance of common shares in a private placement transaction to Chutzpah on January 23, 2025 (previously reported by the reporting person on Form 3 filed with the Securities and Exchange Commission on February 18, 2025), the reporting person also received 26,030 prefunded warrants to purchase common shares, which, together with the 976,139 prefunded warrants to purchase common shares issued on April 25, 2025 under an amendment to its previously executed Securities Purchase Agreement, entered into on January 23, 2025 by the Company and Chutzpah, became exercisable following the Company's shareholders meeting on June 30, 2025. The total number of pre-funded warrants being reported after being exercised by the reporting person is 1,002,169 consisting of 976,139 plus 26,030 pre-funded warrants.

4. On January 23, 2025, Pluri Inc. ("Pluri") entered into a Securities Purchase Agreement with Chutzpah, relating to a private placement offering of: (i) 1,383,948 common shares, par value $0.00001 per share of Pluri, (ii) pre-funded warrants to purchase up to 26,030 Common Shares, and (iii) common warrants to purchase up to 84,599 common shares. The reporting person had previously omitted filing a transaction that occurred on January 1, 2025, which was inadvertently omitted from a prior Form 4. The reporting person became aware of the omission on October 31,2025 and is reporting the transaction promptly after such discovery.

5. 1,002,169 pre-funded warrants are being exercised.

6. The common warrants are exercisable until June 30, 2028.

7. Pre-Funded Warrants were acquired in exchange for common shares. Common Warrants were issued as part of the January 23, 2025 transaction for no additional consideration.

Remarks:

Exhibit Index: Exhibit 99.1 - Joint Filer Information (incorporated by reference to Exhibit 99.1 for Form 3 filed with the Securities and Exchange Commission on February 18, 2025). Exhibit 99.2 - Joint Filing Agreement (incorporated by reference to Exhibit 99.2 for Form 3 filed with the Securities and Exchange Commission on February 18, 2025). Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. 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. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

	/s/ Alexandre Weinstein Manieu	11/20/2025
	/s/ Ana Ventura Authorized Officer For Beaumont (Directors) Limited Sole Corporate Director	11/20/2025
	/s/ Karen Oliver Authorized Officer For Beaumont (Directors) Limited Sole Corporate Director	11/20/2025
	** Signature of Reporting Person	Date
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