NOTE 1: - GENERAL

As of June 30, 2026, the Company’s cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $8,851. The Company is addressing its liquidity issues by implementing initiatives to allow the continuation of its activities. The Company’s current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures and a cost-reduction plan. The Company’s ability to successfully carry out its business plan is primarily dependent upon its ability to (1) obtain sufficient additional capital, (2) generate revenues through commercial activities in the wellness and longevity markets, including licensing arrangements, strategic partnerships, collaboration agreements and Contract Development and Manufacturing Organization, or CDMO, services, (3) reach a resolution with respect to the outstanding EIB loan (defined below), as detailed below, and (4) receive other sources of funding, including non-dilutive sources such as grants. There is no assurance, however, that the Company will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of its products, or any financing at all. If the Company is unable to obtain the required level of financing, operations may need to be scaled down or discontinued.

According to management estimates, the Company has sufficient resources to meet its operating obligations for a period of less than three months from the issuance date of these consolidated financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The audited consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

In addition, on April 30, 2020, Pluri Inc. and its subsidiaries, Pluri Biotech and the German Subsidiary entered a finance contract, or the Finance Contract, with the EIB, pursuant to which the German Subsidiary obtained a loan in an amount of €20 million, or the EIB Loan. The amount received was due on June 1, 2026, and bears an annual interest of 4% to be paid with the principal of the Loan. 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 Company was notified by the EIB 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, including enforcement of immediate repayment of the EIB Loan. As of June 30, 2026, the linked principal and interest accrued balance was $27,431 and is presented among short-term liabilities (see note 9).

On January 23, 2025, the Company entered into a binding term sheet, or the Term Sheet for the purchase of certain shares representing approximately 79% of the equity of Kokomodo, an Israeli company, for an aggregate purchase price of $4,500 (on Term Sheet date), payable in common shares of the Company set in an amount equal to 976,139 common shares, or the Consideration Shares. Following the execution of the Term Sheet, on March 13, 2025, Pluri Inc. and the Pluri Biotech, or collectively, the Purchaser, entered into a Share Purchase Agreement, or the Share Purchase Agreement, effective as of March 12, 2025, with Chutzpah Holdings Limited, or Chutzpah, a company wholly owned by Mr. Alejandro Weinstein and Plantae Bioscience Ltd., or Plantae, a corporation controlled by Mr. Weinstein, or collectively, the Seller. The Share Purchase Agreement was entered into in accordance with the terms and conditions set forth in the Term Sheet for the consummation of the Kokomodo Transaction (as defined below), pursuant to which the Seller agreed to (i) sell to the Purchaser 400,000 ordinary shares and 175,000 preferred seed-1 shares, representing approximately 79% of the equity of Kokomodo, or the Purchased Shares, and (ii) transfer, assign and convey in favor of the Purchaser a convertible loan, pursuant to an assignment and assumption agreement, reflecting a principal aggregate amount of $500 which together with the Purchased Shares, the Purchased Interests and such transactions are herein referred to as the Kokomodo Transaction.

As of January 23, 2025, the Consideration Shares represented 12.14% of the Company’s issued and outstanding share capital on a fully diluted basis after the deemed issuance of the Consideration Shares (but excluding any securities issuable in connection with a Securities Purchase Agreement (defined below) entered into on January 23, 2025, between the Company and a company wholly owned beneficially by Mr. Weinstein.

On April 28, 2025, the Company announced the completion of the Kokomodo Transaction, acquiring approximately 79% of the equity in Kokomodo, for an aggregate purchase price of $4,639, net of issuance costs of $47, payable in 976,139 common shares of the Company. As a result, the Company’s capital consideration is $5,803, of which $1,164 is attributed to non-controlling interests, or NCIs.

The Company accounted for the transaction in accordance with Accounting Standard Codification, or ASC, 805, “Business Combinations”.

Following are details of the purchase consideration allocated to acquired intangible assets: