NOTE 9: - LOAN FROM THE EIB

In April 2020, Pluri Inc. and its subsidiaries, Pluri Biotech and the German Subsidiary entered into the Finance Contract with the EIB, pursuant to which it may obtain a loan of up to €50 million, subject to the achievement of certain milestones. Such EIB Loan is structured to be disbursed in three tranches over a 36-month period from the date of the agreement: the first tranche of €20 million, the second tranche of €18 million, and the third tranche of €12 million.

The tranches were treated independently, each with its own interest rate and maturity period. The annual interest rate is 4% (consisting of a 4% deferred interest rate payable upon maturity); for the first tranche, 4% (consisting of a 1% fixed interest rate and a 3% deferred interest rate payable upon maturity) for the second tranche and 3% (consisting of a 1% fixed interest rate and a 2% deferred interest rate payable upon maturity) for the third tranche.

In addition to any interest payable on the EIB Loan, the EIB is entitled to receive royalties from future revenues for a period of seven years, starting at the beginning of fiscal year 2024 and continuing up to and including its fiscal year 2030. The royalty amounts range from 0.2% to 2.3% of the Company’s consolidated revenues and is pro-rated to the amount disbursed under the loan. As of June 30, 2026 and 2025, the Company had an accrued royalty in the amount of $9 and $12, respectively.

During June 2021, Pluri received the first tranche in an amount of €20 million of the Finance Contract and does not expect to receive additional funds, since the 36-month period of the Finance Contract has ended. The amount received was due on June 1, 2026, and bears annual interest of 4% to be paid with the principal of the EIB Loan. As of June 30, 2026, the linked principal balance in the amount of $22,797 and the interest accrued in the amount of $4,634 are presented among short-term liabilities.

The Finance Contract also contains certain limitations such as the use of proceeds received from the EIB, limitations related to disposal of assets, substantive changes in the nature of the Company’s business, changes in holding structure, distributions of future potential dividends and engaging with other banks and financing entities for other loans. On April 21, 2026, we received a notice from the EIB that the EIB is reserving its rights under the finance agreement while discussions with the EIB regarding potential resolution of the EIB Loan remained ongoing. On May 28, 2026, the EIB confirmed to the Company that while the parties remain engaged in constructive discussions, and without prejudice to any of the EIB’s rights and remedies, no enforcement action was contemplated by the EIB.

On August 17, 2026, the EIB notified the Company that its relevant committee had approved, subject to certain conditions, a proposed sale of the EIB Loan to a third-party purchaser, who may be a related party. The proposed sale is subject to the execution of definitive documentation, completion of the EIB’s review process and other conditions. If completed, the Company intends to discuss with the purchaser a potential settlement of the loan, which may include conversion of all or a portion of the outstanding amount into equity of the Company. Any such arrangement would remain subject to negotiation and required corporate and other approvals. There can be no assurance that the proposed sale, any settlement or conversion arrangement, or any related transaction will be completed, or as to its timing, terms, structure, accounting treatment or financial statement impact. Until a transaction is finalized, the EIB may exercise remedies available under the finance agreement.