| SHAREHOLDERS’ EQUITY |
NOTE 11: - SHAREHOLDERS’ EQUITY
| (1) | a) | Reverse share split In March 2024, the Company’s Board of Directors, or the Board, approved a 1-for-8 reverse share split of the Company’s (a) authorized common shares; and (b) issued and outstanding common shares. The reverse share split became effective on April 1, 2024. An additional 67,836 common shares were included in the Company’s issued and outstanding shares as a result of rounding-up fractional shares into whole shares as a result of the reverse share split. |
| | b) | On February 13, 2024 the Company entered into an At-The-Market Sales Agreement, or the Sales Agreement, with A.G.P., which provides that upon the terms and subject to the conditions and limitations set forth in the Sales Agreement, the Company may elect, from time to time, to offer and sell common shares having an aggregate offering price of up to $10,000, through A.G.P., acting as sales agent. As of June 30, 2025, the Company sold 42,729 common shares under the Sales Agreement at an average price of $5.93 per share. |
| | c) | On June 12, 2024, Ever After Foods entered into a share purchase agreement with the Subsidiary, Tnuva and other investors, pursuant to which Ever After Foods agreed to issue and sell, ordinary shares in a private placement offering, for aggregate gross proceeds of $10,000. As part of such offering, the Subsidiary invested $1,250. As a result, the Company’s capital consideration is $8,750, of which $3,185 is attributed to non-controlling interests. Following the closing of such offering, the Company continued to own approximately 69% of Ever After Foods’ shares. |
| | d) | On January 23, 2025, the Company entered into a Securities Purchase Agreement, or the Securities Purchase Agreement, with a company wholly owned by Mr. Weinstein, or the Investor, relating to a private placement offering, or the Offering of: (i) 1,383,948 common shares of the Company, (ii) pre-funded warrants, or the Pre-Funded Warrants, to purchase up to 26,030 common shares, and (iii) warrants, or the Common Warrants, to purchase up to 84,599 common shares. The Offering price per share and accompanying warrant was $4.61. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Company’s shareholders, or the Shareholder Approval, and until exercised in full. The Common Warrants have an exercise price of $5.568 per share, and are exercisable at any time following the receipt of Shareholder Approval until three years following the date of the receipt of the Shareholder Approval. The Shareholder Approval was obtained at the Company’s annual meeting of shareholders held on June 30, 2025. The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions and were subject to a 19.99% beneficial ownership limitation until the Shareholder Approval was obtained. The Securities Purchase Agreement contains customary representations and warranties and agreements, as well as customary indemnification rights and obligations of the parties. Under the terms of the Securities Purchase Agreement, the Company appointed Mr. Weinstein to the Board, effective upon the closing of the Offering, and agreed to continue to recommend his election to its shareholders provided the Investor continues to hold at least 10% of the Company’s issued and outstanding common shares. | | | | The Offering closed on February 5, 2025, and the gross proceeds to the Company were $6,500, net of $420 of issuance expenses. The Pre-Funded Warrants and the Common Warrants were classified as liabilities on the issuance date, as they were subject to Shareholder Approval (see note 2v). As of the issuance date, the fair values of the Pre-Funded Warrants and the Common Warrants were estimated at $115 and $165, respectively. The fair value of the Pre-Funded Warrants was calculated based on the fair value of the share price of $4.40 and the fair value of the Common Warrants was based on a Black-Scholes model, using an expected volatility of 72.91%, a risk-free rate of 4.19%, a contractual term of 3 years, an expected dividend yield of 0% and a share price at the issuance date of $4.40. On April 25, 2025, the Company entered into an amendment to the Securities Purchase Agreement, pursuant to which the Company and the Investor agreed to exchange 976,139 of the common shares for additional Pre-Funded Warrants to purchase up to 976,139 common shares, or the Additional Pre-Funded Warrants. The Additional Pre-Funded Warrants classified as liabilities on the amendment date, as they were subject to Shareholder Approval (see note 2v). As of April 25, 2025, the amendment to the Securities Purchase Agreement date, the fair values of the Additional Pre-Funded Warrants were estimated at $5,427. The fair value of the Additional Pre-Funded Warrants was calculated based on the fair value of the share price of $5.56. As of June 30, 2025, the fair values of the Pre-Funded Warrants, the Additional Pre-Funded Warrants and the Common Warrants were estimated at $129, $4,832 and $190, respectively. The fair value of the Pre-Funded Warrants and the Additional Pre-Funded Warrants were calculated based on the fair value of the share price of $4.95 and the fair value of the Common Warrants was based on a Black-Scholes model, using an expected volatility of 76.38%, a risk-free rate of 3.70%, a contractual term of 2.58 years, an expected dividend yield of 0% and a share price of $4.95. As of June 30, 2025, the Pre-Funded Warrants, the Additional Pre-Funded Warrants and the Common Warrants in a total amount of $5,151 were classified as equity, upon obtaining the Shareholder Approval. |
| | e) | On February 3, 2025, the Company entered into an additional securities purchase agreement with Merchant Adventure Fund L.P., an existing investor, of the Company, relating to a private placement offering, or the Second Offering, of (i) 759,219 of the Company’s common shares, and (ii) warrants to purchase up to 45,553 common shares, which are classified as equity, or the Second Offering Warrants. The Second Offering price per share and accompanying warrant is $4.61. The Second Offering Warrants have an exercise price of $5.568 per share and a term of three years, commencing on the date of issuance. The Second Offering closed on March 19, 2025, and the gross proceeds to the Company were $3,500. |
| |
f) |
As to Kokomodo Transaction, see note 1d. |
| (2) |
Share options and RSUs to employees, directors and consultants: |
The Company adopted the 2016 Equity
Compensation Plan, or the 2016 Plan, and the 2019 Equity Compensation Plan, or together, the Plans.
Under the Plans, share options, RS
and RSUs may be granted to the Company’s officers, directors, employees and consultants or the officers, directors, employees and
consultants of the Subsidiary.
As of June 30, 2025, 831,062 common
shares are available for future grants under the Plans.
| |
a. |
Options to non-employee consultants: |
A summary of the share options granted
to non-employee consultants under the Plans by Pluri Inc. and its Subsidiary is as follows:
| | | Year ended June 30, 2024 | | | | | Number | | | Weighted
average
exercise price | | | Weighted
average
remaining
contractual
terms
(in years) | | | Aggregate
intrinsic
value price | | | Share options outstanding at beginning of period | | | 8,100 | | | $ | 7.44 | | | | 6.24 | | | | 29 | | | Share options granted | | | 9,375 | | | $ | 4.40 | | | | 4.56 | | | | 13 | | | Share options outstanding at end of the period | | | 17,475 | | | $ | 5.80 | | | | 4.87 | | | $ | 42 | | | Share options exercisable at the end of the period | | | 8,100 | | | $ | 7.41 | | | | 5.24 | | | $ | 29 | | | Share options unvested | | | 9,375 | | | $ | 4.40 | | | | 4.56 | | | | 13 | | | Share options vested and expected to vest at the end of the period | | | 17,475 | | | $ | 5.80 | | | | 4.87 | | | $ | 42 | |
| | | Year ended June 30, 2025 | | | | | Number | | | Weighted
average
exercise price | | | Weighted
average
remaining
contractual
terms
(in years) | | | Aggregate
intrinsic
value price | | | Share options outstanding at beginning of period | | | 17,475 | | | $ | 5.80 | | | | 4.87 | | | $ | 42 | | | Share options forfeited | | | (6,720 | ) | | $ | 5.10 | | | | - | | | | - | | | Share options outstanding and exercisable at end of the period | | | 10,755 | | | $ | 6.23 | | | | 4.23 | | | $ | 24 | | | Share options vested and expected to vest at the end of the period | | | 10,755 | | | $ | 6.23 | | | | 4.23 | | | $ | 24 | |
Compensation expenses recorded in
general and administrative expenses related to options granted to non-employee consultants by Pluri Inc. and its Subsidiary for the years
ended June 30, 2025 and 2024 were $2 and $9, respectively.
| |
b. |
Options to CEO and to Former Directors: |
A summary of the share options granted
to CEO and to a former directors under the Plans by Pluri Inc. and its Subsidiary is as follows:
| | | Year ended June 30, 2024 | | | | | Number | | | Weighted
average
exercise price | | | Weighted
average
remaining
contractual
terms
(in years) | | | Share options outstanding at the beginning of the period | | | 229,353 | | | $ | 15.20 | | | | 3.47 | | | Share options granted | | | 12,500 | | | $ | 6.08 | | | | 6.73 | | | Share options forfeited | | | (1,562 | ) | | $ | 6.08 | | | | - | | | Share options outstanding at the end of the period | | | 240,291 | | | $ | 14.82 | | | | 2.42 | | | Share options vested and exercisable at the end of the period | | | 240,291 | | | $ | 14.82 | | | | 2.42 | |
| | | Year ended June 30, 2025 | | | | | Number | | | Weighted
average
exercise price | | | Weighted
average
remaining
contractual
terms
(in years) | | | Share options outstanding at the beginning of the period | | | 240,291 | | | $ | 14.82 | | | | 2.42 | | | Share options outstanding at the end of the period | | | 240,291 | | | $ | 14.82 | | | | 1.42 | | | Share options vested and exercisable at the end of the period | | | 240,291 | | | $ | 14.82 | | | | 1.42 | |
As of June 30, 2025, the aggregate
intrinsic value of these options was $0.
The fair value of the service-based
share option grants was estimated on the grant date using a Black-Scholes option-pricing model. The weighted average grant date fair
value of share options granted during fiscal year 2024 was $3.85 per option. No share options were granted during fiscal year 2025.
The fair value of each option was
estimated as of the date of grant using the Black-Scholes option-pricing model using the following assumptions:
| | |
2024 | |
| Underlying value of common shares ($) | |
| 4.40-6.08 | |
| Exercise price ($) | |
| 4.40-6.08 | |
| Expected historical volatility (%) | |
| 78.44 | |
| Expected terms of the option (years) | |
| 5-7 | |
| Risk-free interest rate (%) | |
| 4.04-4.13 | |
On December 14, 2022, the Company’s
CEO agreed to forgo, starting January 1, 2023, $375,000 of his annual cash salary for the next twelve months in return for equity grants,
issuable under the Company’s existing equity compensation plans. In that regard, the Company granted to the CEO (i) 41,853 RSUs,
vesting ratably each month (see also item c), and (ii) options to purchase 41,853 common shares, vesting ratably each month, with a term
of 3 years, at an exercise price of $8.96 per share. All of these options were granted in December 2022 and will expire three years from
the last vesting date.
In addition, the Board also
agreed to grant the CEO options to purchase 187,500 common shares, with a term of 3 years, with the following terms: (i) options to purchase
62,500 common shares at an exercise price of $12.48 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023, (ii)
options to purchase 62,500 common shares at an exercise price of $16.64 per share, 50% vesting on June 30, 2023 and 50% vesting on December
31, 2023, and (iii) options to purchase 62,500 common shares at an exercise price of $20.80 per share, 50% vesting on June 30, 2023 and
50% vesting on December 31, 2023. All options were granted in January 2023 and will expire three years after the last vesting date.
Compensation expenses recorded in
general and administrative expenses related to options granted to CEO and directors by Pluri Inc. and its Subsidiary for the years ended
June 30, 2025 and 2024 were $0 and $220, respectively.
| c. |
RSUs to employees and directors: |
The following table summarizes the
activity related to unvested RSUs granted to employees and directors under the Plans by Pluri Inc. and its Subsidiary, for the years
ended June 30, 2025 and 2024:
| | |
Year ended June 30, | |
| | |
2025 | | |
2024 | |
| | |
Number | |
| Unvested at the beginning of period | |
| 353,134 | | |
| 207,199 | |
| Granted | |
| 618,515 | | |
| 395,327 | |
| Forfeited | |
| (29,018 | ) | |
| (132,400 | ) |
| Vested | |
| (307,868 | ) | |
| (116,992 | ) |
| Unvested at the end of the period | |
| 634,763 | | |
| 353,134 | |
| Expected to vest after the end of period | |
| 583,844 | | |
| 319,533 | |
Unamortized compensation expenses
related to RSUs granted to employees and directors by Pluri Inc. and its Subsidiary are approximately $1,547 to be recognized by the
end of June 2028.
| d. |
RSUs and RS to consultants: |
The following table summarizes the
activity related to unvested RSUs and RS granted to non-employee consultants under the Plans by Pluri Inc. and its Subsidiary for the
years ended June 30, 2025 and 2024:
| | |
Year ended June 30, | |
| | |
2025 | | |
2024 | |
| | |
Number | |
| Unvested at the beginning of period | |
| 4,802 | | |
| 2,500 | |
| Granted | |
| 54,269 | | |
| 27,270 | |
| Vested | |
| (34,520 | ) | |
| (24,968 | ) |
| Unvested at the end of the period | |
| 24,551 | | |
| 4,802 | |
| Expected to vest after the end of period | |
| 24,551 | | |
| 4,802 | |
Unamortized compensation expenses
related to RSUs and RS granted to consultants by Pluri Inc. and its Subsidiary are approximately $81 to be recognized by the end of February
2028.
All RSUs and RS to employees, directors
and consultants granted during fiscal 2025 and 2024 were granted for no consideration. Therefore, their fair value was equal to the share
price at the date of grant.
The fair value of all RSUs and RS
were determined based on the closing trading price of the Company’s shares known at the grant date. The weighted average grant
date fair value of RSU and RS granted during fiscal years 2025 and 2024 was $4.49 and $4.40 per share, respectively.
Total compensation expenses related
to RSUs and RS granted by Pluri Inc. and its Subsidiary were recorded as follows:
| | |
Year ended June 30, | |
| | |
2025 | | |
2024 | |
| Research and development expenses | |
$ | 463 | | |
$ | 316 | |
| General and administrative expenses | |
| 1,517 | | |
| 1,428 | |
| | |
$ | 1,980 | | |
$ | 1,744 | |
General and administrative expenses
include compensation expenses for the year ended June 30, 2025 and 2024, in the amount of $0 and $58, respectively, were related
to 41,853 RSUs granted to the CEO, due each month (see also item b). | e. | Summary of the Company’s warrants, pre-funded warrants and options: |
| | | June 30, 2025 | | | Warrants / Pre-Funded Warrants / Options | | Weighted average exercise
price per
share | | | Options,
pre-funded warrants and
warrants
for common
shares | | | Options,
pre-funded warrants and
warrants
exercisable
for common
shares | | | Weighted
average
remaining
contractual
terms
(in years) | | | Warrants: | | $ | 8.24 | | | | 697,485 | | | | 697,485 | | | | 0.55 | | | | | $ | 8.40 | | | | 258,565 | | | | 258,565 | | | | 0.51 | | | | | $ | 8.48 | | | | 29,688 | | | | 29,688 | | | | 0.47 | | | | | $ | 8.72 | | | | 16,875 | | | | 16,875 | | | | 0.49 | | | | | $ | 8.96 | | | | 16,875 | | | | 16,875 | | | | 0.50 | | | | | $ | 5.57 | | | | 84,599 | | | | 84,599 | | | | 3.00 | | | | | $ | 5.57 | | | | 45,553 | | | | 45,553 | | | | 2.72 | | | Total warrants | | | | | | | 1,149,640 | | | | 1,149,640 | | | | | | | | | | | | | | | | | | | | | | | | | Pre-Funded Warrants: | | $ | - | | | | 1,002,169 | | | | 1,002,169 | | | | 3.00 | | | Total pre-funded warrants | | | | | | | 1,002,169 | | | | 1,002,169 | | | | | | | | | | | | | | | | | | | | | | | | | Options: | | $ | 6.23 | | | | 10,755 | | | | 10,755 | | | | 4.23 | | | | | $ | 8.96 | | | | 41,853 | | | | 41,853 | | | | 1.04 | | | | | $ | 12.48 | | | | 62,500 | | | | 62,500 | | | | 1.25 | | | | | $ | 16.64 | | | | 62,500 | | | | 62,500 | | | | 1.25 | | | | | $ | 20.80 | | | | 62,500 | | | | 62,500 | | | | 1.25 | | | | | $ | 6.08 | | | | 10,938 | | | | 10,938 | | | | 5.73 | | | Total options | | | | | | | 251,046 | | | | 251,046 | | | | | | | Total Warrants, Pre-Funded Warrants and Options | | | | | | | 2,402,855 | | | | 2,402,855 | | | | | |
This summary does not include 659,314
RSUs and RS that are not vested as of June 30, 2025.
| (3) |
Nasdaq Deficiency Letter: |
On November 25, 2024, the Company
received a deficiency letter, or the Nasdaq Letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC, or Nasdaq,
notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain
a minimum of $2,500 in shareholders’ equity for continued listing on The Nasdaq Capital Market. The Company was also not compliant
with either of the alternative continued listing standards: a market value of listed securities of at least $35,000 or net income
of $500 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal
years.
On January 6, 2025, the Company submitted
a plan to regain compliance, or the Compliance Plan. Based on the Compliance Plan, Nasdaq granted the Company an extension until May
24, 2025, to regain compliance. On May 7, 2025, the Company received
a letter from Nasdaq, determining that the Company has regained compliance with Listing Rule 5550(b)(2), due to the fact that for the
10 consecutive business days from April 22, 2025 through May 6, 2025, the market value of the Company’s listed securities was $35,000 or
greater, satisfying the requirement under Rule 5550(b)(2). Accordingly, the Company has regained compliance and remains in good standing
on the Nasdaq Capital Market.
|