Zeo ScientifiX to issue 50% post-closing stake to Pluri

Q: What equity does ZEOX plan to issue under its agreement with Pluri?

ZEO will initially issue common shares representing 50% of its issued and outstanding common stock immediately following closing, in consideration for defined rights to Pluri’s manufacturing technology and related know-how associated with regenerative medicine assets.

Q: When is the ZEOX and Pluri transaction expected to close?

Closing is expected in the fourth quarter of 2026, subject to conditions including negotiation of ancillary agreements, certain approvals, delivery of valuations and customary closing conditions. The transaction is not subject to stockholder approval by either company.

Q: What U.S. rights does ZEOX receive for CellaV?

The agreement provides ZEO exclusive U.S. rights to Pluri’s CellaV aesthetic product line, including future offerings. CellaV is Pluri’s wholly owned aesthetics subsidiary.

ZEO's proposed equity issuance would represent 50% of its issued and outstanding common stock immediately after closing.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Zeo ScientifiX, Inc. (ZEOX) entered into a definitive strategic agreement with Pluri Inc. covering U.S. manufacturing and commercialization in regenerative medicine and related markets. In consideration for defined rights to Pluri’s manufacturing technology and related know-how associated with its regenerative medicine assets, ZEO will initially issue common shares representing 50% of its issued and outstanding common stock immediately following closing. Pluri retains ownership of its underlying technology and intellectual property.

The agreement also provides ZEO exclusive U.S. rights to Pluri’s CellaV aesthetic product line, including future offerings, and provides for warrants and corporate governance and protective rights. Closing is expected in the fourth quarter of 2026, subject to conditions including negotiation of ancillary agreements, certain approvals, delivery of valuations and customary closing conditions; neither company’s stockholder approval is required. After closing, ZEO’s financial results are expected to be consolidated into Pluri’s financial statements, subject to applicable accounting requirements.

0 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Major point. Forward-looking: it has not happened yet and may not happen.ZEO's shares to be issued would represent 50% of its post-closing common stock.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ZEO post-closing common stock represented by initial share issuance: 50% Expected closing: Fourth quarter of 2026 Pluri experience: More than two decades +2 more

5 metrics

ZEO post-closing common stock represented by initial share issuance 50% Immediately following closing

Expected closing Fourth quarter of 2026 Proposed transaction

Pluri experience More than two decades Cell-based research, product development, clinical trials, process scale-up, quality systems and manufacturing

Patent portfolio Over 200 patents Pluri’s intellectual property portfolio

Clinical trials Phase III Pluri describes multinational trials in muscle recovery following hip-fracture surgery and critical limb ischemia

Key Terms

three-dimensional cell-expansion technology, Phase III trials, intellectual property, consolidated

4 terms

three-dimensional cell-expansion technology technical

"proprietary three-dimensional cell-expansion technology"

Phase III trials medical

"multinational Phase III trials"

Phase III trials are late-stage clinical studies that test a new drug, biologic or medical intervention in large groups of patients to confirm how well it works and to further assess its safety. They are usually randomized and controlled (often blinded), run at multiple sites, compare the experimental treatment against a standard therapy or placebo using predefined primary endpoints, and produce the main evidence regulators use to decide on approval; they are not designed to reliably detect very rare or long-term adverse effects, which are typically evaluated after approval.

intellectual property technical

"underlying technology and intellectual property"

Intellectual property are legal rights that protect creations of the mind—such as inventions, brand names, designs, software, or secret formulas—giving the owner control over who can use, copy or sell them. For investors, IP is like owning a blueprint or recipe: it can generate steady income through exclusive sales or licensing, boost a company’s competitive edge and valuation, and also create costs or risks if rights must be defended or challenged in court.

consolidated financial

"financial results are expected to be consolidated"

"Consolidated" describes the process of combining the financial information of a parent company and its subsidiaries into a single, unified report. This helps investors see the overall financial health of the entire group as if it were one entity, much like adding the earnings of several stores to understand the performance of a larger business. It provides a clear, comprehensive view of the organization’s total financial position.

FAQ

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

What equity does ZEOX plan to issue under its agreement with Pluri?

ZEO will initially issue common shares representing 50% of its issued and outstanding common stock immediately following closing, in consideration for defined rights to Pluri’s manufacturing technology and related know-how associated with regenerative medicine assets.

When is the ZEOX and Pluri transaction expected to close?

Closing is expected in the fourth quarter of 2026, subject to conditions including negotiation of ancillary agreements, certain approvals, delivery of valuations and customary closing conditions. The transaction is not subject to stockholder approval by either company.

What U.S. rights does ZEOX receive for CellaV?

The agreement provides ZEO exclusive U.S. rights to Pluri’s CellaV aesthetic product line, including future offerings. CellaV is Pluri’s wholly owned aesthetics subsidiary.

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

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Available on EDGAR 10/26/2026 - 07:00 AM EDT Accepted by SEC EDGAR 10/26/2026 - 07:00 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 26, 2026

ZEO SCIENTIFIX, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55008		47-4180540
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3321 College Avenue, Suite 246 Davie, Florida		33314
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 963-7881

(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 (see General Instruction A.2. below):

☐	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		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

As used in this Current Report on Form 8-K (this “Report”), and unless otherwise indicated, the terms “the Company,” “ZEO,” “we,” “us” and “our” refer to Zeo ScientifiX, Inc.

Item 1.01 Entry into a Material Definitive Agreement.

On October 26, ZEO and Pluri Inc. (Nasdaq and TASE: PLUR) issued a joint press release announcing that they had entered into a definitive strategic agreement to expand the parties’ U.S. manufacturing and commercialization platform serving the regenerative medicine, aesthetics, wellness, and longevity markets.

A copy of the press release is included as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release, dated October 26, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: October 26, 2026	ZEO SCIENTIFIX, INC.

	By:	/s/ Ian T. Bothwell
		Ian T. Bothwell Chief Executive Officer and Chief Financial Officer

Exhibit 99.1

JOINT PRESS RELEASE

Pluri and ZEO ScientifiX Partner to Expand U.S. Manufacturing and Commercial Platform for Regenerative Medicine

Partnership combines Pluri’s proprietary cell technology and clinical-development experience with ZEO’s biologics manufacturing expertise, established physician network, and sales, marketing, and educational infrastructure

●

Established U.S. commercial platform: ZEO contributes biologics manufacturing, scientific expertise, an existing product portfolio, physician relationships, and dedicated sales, marketing, and educational resources.

●

Complementary technology and development capabilities: Pluri brings extensive experience in cell based product development, clinical experience extending through Phase III trials and scalable manufacturing methods and expertise developed through its proprietary 3D cell-expansion platform.

●

Broader product and clinical-development opportunities: The companies intend to expand commercial offerings, including regenerative aesthetics, and combine scientific resources to strengthen and advance selected clinical programs.

●

Aligned ownership: The transaction and contemplated additional share exchange will result in Pluri owning 50% of ZEO at Closing following the completion of the applicable transaction steps.

Haifa, Israel, and Fort Lauderdale, Florida, October 26, 2026 — Pluri Inc. (Nasdaq and TASE: PLUR) (“Pluri”) and ZEO ScientifiX, Inc. (OTCQB: ZEOX) (“ZEO”) today announced a definitive strategic agreement (“Partnership Agreement”) to expand the parties’ U.S. manufacturing and commercialization platform serving the regenerative medicine, aesthetics, wellness, and longevity markets.

ZEO brings an established U.S. biologics business combining scientific and manufacturing capabilities with the infrastructure needed to reach and support physicians. Its existing biologics portfolio, substantial physician network, established sales channel, dedicated marketing department, and educational programming provide a foundation for introducing additional products and expanding commercial operations.

Pluri contributes more than two decades of experience in cell-based research, product development, clinical trials, process scale-up, quality systems, and manufacturing. Its proprietary three-dimensional cell-expansion technology and intellectual property support the development and manufacture of cell-based products and its Cellav Health and Aesthetics Ltd.’s (“CellaV”) regenerative aesthetics portfolio.

Together, the companies intend to connect these complementary capabilities to broaden product offerings, expand commercial reach, and strengthen selected regenerative-development programs, subject to applicable regulatory requirements.

Expanding Opportunities in Regenerative Aesthetics

The Partnership Agreement also provides for exclusive U.S. rights to Pluri’s CellaV aesthetic product line, including future offerings. CellaV, Pluri’s wholly owned aesthetics subsidiary, develops cell-derived ingredients and aesthetic products that the companies intend to introduce through ZEO’s commercial platform.

Advanced Product Development

Pluri brings more than two decades of clinical-development expertise, including multinational Phase III trials in muscle recovery following hip-fracture surgery and critical limb ischemia (CLI), supported by extensive scientific and clinical data and an intellectual property portfolio of over 200 patents. By combining Pluri’s accumulated knowledge and development experience with ZEO’s research, manufacturing, and commercial capabilities, the companies aim to develop and bring to market advanced therapeutic products, supported by scientific evidence and informed by extensive clinical data.

Leadership Perspectives

Ian Bothwell, Chief Executive Officer of ZEO ScientifiX commented: “Pluri brings capabilities that are exceptionally valuable to our business: proprietary cell technology, two decades of scientific and clinical experience, and proven expertise in scalable cell manufacturing. We believe combining these strengths with ZEO’s scientific expertise and commercial infrastructure will allow us to expand our product portfolio, accelerate innovation, and pursue opportunities that neither company could address as effectively on its own. We are excited to partner with Pluri and build a stronger platform for the future of regenerative medicine.”

Yaky Yanay, President and Chief Executive Officer of Pluri commented: “ZEO has built something highly valuable: an established U.S. commercial platform with direct access to physicians, an existing advanced product portfolio, and dedicated sales, marketing, and educational capabilities. For Pluri, this creates an important opportunity to connect more than two decades of cell technology, clinical development, and advanced manufacturing expertise with an existing route to market. We believe this partnership can accelerate commercialization, expand our reach in the U.S., and support our ambition to build a growing regenerative medicine business.”

Transaction Overview

Under the Partnership Agreement, Pluri will grant ZEO defined rights to its manufacturing technology and related know-how associated with its regenerative medicine associated assets, while retaining ownership of its underlying technology and intellectual property. In consideration, ZEO will initially issue shares of its common stock representing 50% of its issued and outstanding common stock immediately following Closing. The Partnership Agreement also provides for warrants, corporate governance and protective rights, among other matters, as well as customary representations and warranties, covenants and indemnifications of the parties.

Following closing, ZEO’s financial results are expected to be consolidated into Pluri’s financial statements, subject to applicable accounting requirements.

Closing of the proposed transaction, which is expected to occur in the fourth quarter of 2026 is subject to satisfaction of a number of conditions, including the negotiation of various ancillary agreements, securing certain approvals and the delivery of valuations, as well as other customary closing conditions. The transaction is not subject to stockholder approval by either Pluri or ZEO.

About Pluri

Pluri™ is a biotechnology company advancing cell-based solutions for health and longevity. Powered by its proprietary 3D cell expansion platform, Pluri develops and manufactures innovative cell-based products designed to address significant unmet medical needs and support healthier, longer lives. With decades of expertise in cell science, clinical development and scalable manufacturing, Pluri is building a portfolio of regenerative and longevity-focused solutions while leveraging its technology and manufacturing capabilities through strategic partnerships. To learn more, visit www.pluri-biotech.com or follow Pluri on LinkedIn and X.

About ZEO ScientifiX

ZEO ScientifiX, Inc. (OTCQB: ZEOX) is a U.S. biopharmaceutical company integrating regenerative biologics research, development, and manufacturing with established commercial operations. Based at Nova Southeastern University’s Center for Collaborative Research in Davie, Florida, ZEO combines scientific and manufacturing expertise with a substantial physician network, dedicated sales and marketing resources, and physician education infrastructure. Through internal development and strategic partnerships, ZEO seeks to expand its product portfolio and advance regenerative medicine. To learn more, visit www.zeoscientifix.com or follow ZEO on LinkedIn, Facebook and Instagram.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable U.S. securities laws, including statements regarding transaction completion and timing; licensing, ownership, and accounting consolidation; integration; product development and commercialization; clinical programs, and anticipated strategic and financial benefits.

Actual results could differ materially due to risks including failure to complete the transaction; integration challenges; insufficient funding; unsuccessful development, clinical trials, or commercialization; manufacturing and supply issues; competition; and changes in applicable federal and state regulatory requirements. Prior clinical experience does not assure future success.

Additional risks are described in the companies’ respective SEC filings. Neither company undertakes to update forward-looking statements except as required by law.

Contacts

Pluri Investor Relations
investor.relations@pluri-biotech.com

ZEO ScientifiX
investor.relations@zeoscientifix.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EXHIBIT 99.1 17.6 KB