v3.26.1
Shareholders' Equity
 12 Months Ended
Jun. 30, 2026
Shareholders' Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 13: - SHAREHOLDERS’ EQUITY

 

(1) a.

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, 2026, the Company sold 79,029 common shares under the Sales Agreement at a weighted average price of $4.97 per share.

 

In July 2026, subsequent to the balance sheet date, the Company sold 275,000 common shares under the Sales Agreement at a price of $2.17 per share, net of $51 of issuance expenses.

 

  b.

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 February 2025 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 $0.00001 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 Company’s Board of Directors, or 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 February 2025 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.

 

On October 23, 2025, 1,002,169 Pre-Funded Warrants were exercised into 1,002,169 common shares of the Company, at a nominal exercise price of $0.00001 per share. Following the exercise of the Pre-Funded Warrants, there were no outstanding Pre-Funded Warrants as of June 30, 2026.

 

  c.

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.

 

  d. As to the Kokomodo Transaction, see note 1d.

 

  e. On December 8, 2025, the Company entered into a Securities Purchase Agreement, or the First Securities Purchase Agreement, with Chutzpah Holdings LP, a limited partnership beneficially owned by Mr. Weinstein, relating to a private placement offering, or the First Offering, of: (i) 625,000 common shares of the Company, and (ii) warrants, or the First Common Warrants, to purchase up to 625,000 common shares. The First Offering price per share and accompanying First Common Warrant was $4.00. The First Common Warrants were exercisable as of their issuance date with an exercise price of $4.25 per share and were exercisable until June 30, 2026, upon which date such warrants expired unexercised. The First Offering closed on December 30, 2025, and the gross proceeds to the Company were $2,500, net of $3 of issuance expenses.

 

  f. On March 25, 2026, the Company entered into an additional Securities Purchase Agreement, or the Second Securities Purchase Agreement, effective as of March 24, 2026, with Chutzpah Holdings LP, or the Second Offering, of: (i) 625,000 common shares of the Company, and (ii) warrants, or the Second Common Warrants, to purchase up to 625,000 common shares. The Second Offering price per share and accompanying Second Common Warrant was $4.00. The Second Common Warrants have an exercise price of $4.25 per share and are exercisable commencing on their issuance date until the eighteen-month anniversary of such issuance. The Second Offering closed in two installments: 50% closed on March 31, 2026, and the remaining 50% closed on April 21, 2026, each generating gross proceeds of $1,250, net of total $3 of issuance expenses.

 

(2) Share options and RSUs to employees, directors and consultants:

 

Pluri adopted the 2016 Equity Compensation Plan (which was amended and restated on June 30, 2025), 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 Subsidiaries.

 

As of June 30, 2026, 1,408,930 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 Pluri Biotech is as follows:

 

    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 at end of the period     10,755     $ 6.23       4.23     $ 24  
Share options vested and exercisable at the end of the period     10,755     $ 6.23       4.23     $ 24  

 

    Year ended June 30, 2026  
    Number     Weighted
average
exercise price		     Weighted
average
remaining
contractual
terms
(in years)		     Aggregate
intrinsic
value price		  
Share options outstanding at beginning of period     10,755     $ 6.23       4.23     $ 24  
Share options exercised     (1,375 )   $ -       -       6  
Share options outstanding at end of the period     9,380     $ 7.14       3.46     $ 7  
Share options vested and exercisable at the end of the period     9,380     $ 7.14       3.46     $ 7  

 

Compensation expenses recorded in general and administrative expenses related to options granted to non-employee consultants by Pluri Inc. and Pluri Biotech for the years ended June 30, 2026 and 2025 were $0 and $2, 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 Pluri Biotech is as follows:

  

    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  

  

    Year ended June 30, 2026  
    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       1.42  
Share options granted     39,050     $ 5.00       2.29  
Share options expired     (114,676 )   $ 15.24       -  
Share options outstanding at the end of the period     164,665     $ 12.20       1.02  
Share options vested and exercisable at the end of the period     164,665     $ 12.20       1.02  

 

Compensation expenses recorded in general and administrative expenses related to options granted to the CEO (as detailed below) by Pluri Inc. and Pluri Biotech for the years ended June 30, 2026 and 2025 were $83 and $0, respectively.

 

As of June 30, 2026, 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 2026 was $2.13 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:

 

    2026  
Underlying value of common shares ($)     4.39  
Exercise price ($)     5.00  
Expected volatility (%)     76.40  
Expected terms of the option (years)     3  
Risk-free interest rate (%)     3.52  
Expected dividend yield (%)     0  

 

On October 15, 2025, the Board approved a grant of equity awards to the Company’s CEO, in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025. The approved equity awards consisted of (i) 39,050 RSUs which were fully vested as of the date of grant, and (ii) options to purchase 39,050 common shares of the Company which were fully vested as of the date of grant and exercisable for a period of three years, at an exercise price of $5.00 per share. As the performance objectives for fiscal year 2025 were satisfied through share-based awards rather than cash compensation, the provision previously recorded in the amount of approximately $41, was reversed.

 

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 Pluri Biotech, for the years ended June 30, 2026 and 2025:

 

    Year ended June 30,  
    2026     2025  
    Number  
Unvested at the beginning of period     634,763       353,134  
Granted     130,313       618,515  
Forfeited     (53,105 )     (29,018 )
Vested     (441,769 )     (307,868 )
Unvested at the end of the period     270,202       634,763  
Expected to vest after the end of period     251,014       583,844  

 

Unamortized compensation expenses related to RSUs granted to employees and directors by Pluri Inc. and Pluri Biotech are approximately $362 to be recognized by the end of September 2028.

 

On December 4, 2025, the Board approved a grant of 10,248 RSUs, in aggregate, to the CEO and the Chief Financial Officer and an aggregate of 2,885 RSUs to Board members in lieu of cash compensation under the Company’s 2019 Equity Compensation Plan, with all RSUs vesting in equal monthly installments over three months.

 

On August 20, 2026, subsequent to the balance sheet date, the Board approved a grant of 211,569 RSUs, in aggregate, to certain Board members, including the Chairman of the Board, under the Company’s 2016 and 2019 Equity Compensation Plans, with all RSUs vesting over three-year as follows: 50% of RSUs will vest quarterly during the first year from grant date, 25% of RSUs will vest quarterly during the second year from the date of grant, and 25% of RSUs will vest quarterly during the third year from the date of grant.

  

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 Pluri Biotech for the years ended June 30, 2026 and 2025:

 

    Year ended June 30,  
    2026     2025  
    Number  
Unvested at the beginning of period     24,551       4,802  
Granted     205,941       54,269  
Forfeited     (9,811 )     -  
Vested     (198,931 )     (34,520 )
Unvested at the end of the period     21,750       24,551  
Expected to vest after the end of period     21,750       24,551  

 

Unamortized compensation expenses related to RSUs and RS granted to consultants by Pluri Inc. and Pluri Biotech are approximately $488 to be recognized by the end of May 2028.

 

All RSUs and RS to employees, directors and consultants granted during fiscal 2026 and 2025 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 2026 and 2025 was $4.38 and $4.49 per share, respectively.

  

Total compensation expenses related to RSUs and RS granted by Pluri Inc. and Pluri Biotech were recorded as follows:

 

    Year ended June 30,  
    2026     2025  
Research and development expenses   $ 345     $ 463  
General and administrative expenses     1,689       1,517  
    $ 2,034     $ 1,980  

 

During the year ended June 30, 2026, compensation expenses related to RS granted to a consultant were recorded in prepaid expenses and other current assets and in other long-term assets, were $371 and $65, respectively.

 

e. Summary of the Company’s warrants and options:

 

    June 30, 2026  
Warrants / Options   Weighted average exercise
price per
share		     Options and
warrants
for common
shares		     Options
and
warrants
exercisable
for common
shares		     Weighted
average
remaining
contractual
terms
(in years)		  
Warrants:   $ 8.24       214,783       214,783       0.13  
    $ 8.40       110,940       110,940       0.06  
    $ 5.57       84,599       84,599       2.00  
    $ 5.57       45,553       45,553       1.72  
    $ 4.25       312,500       312,500       1.25  
    $ 4.25       312,500       312,500       1.31  
Total warrants             1,080,875       1,080,875          
                                 
 Options:   $ 7.14       9,380       9,380       3.46  
    $ 8.96       20,927       20,927       0.15  
    $ 12.48       31,250       31,250       0.25  
    $ 16.64       31,250       31,250       0.25  
    $ 20.80       31,250       31,250       0.25  
    $ 6.08       10,938       10,938       4.73  
    $ 5.00       39,050       39,050       2.29  
Total options             174,045       174,045          
Total Warrants and Options             1,254,920       1,254,920          

 

This summary does not include 291,952 RSUs and RS that are not vested as of June 30, 2026. 

 

(3) Nasdaq Deficiency Letter: 

 

On July 7, 2026, subsequent to the balance sheet date, the Company received a notice, or the Notice, from the Listing Qualifications Department of The Nasdaq Stock Market LLC, or Nasdaq, indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires the Company to maintain a minimum of $35,000 in market value of listed securities, or MVLS, for continued listing on The Nasdaq Capital Market, or the MVLS Requirement, nor is it in compliance with either of the alternative listing standards, including having stockholders’ equity of at least $2,500 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.

 

Pursuant to the Notice, and in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided with an initial period of 180 calendar days, until January 4, 2027, to regain compliance with the MVLS Requirement.

 

The Company is evaluating options to regain compliance with the MVLS Requirement and intends to take appropriate actions to regain compliance; however, there can be no assurance that the Company will be able to regain compliance with all applicable requirements or maintain compliance thereafter.

 

The Notice has no immediate effect on the listing or trading of the Company’s common shares, which will continue to trade on The Nasdaq Capital Market under the symbol “PLUR”.