| SHAREHOLDERS’ EQUITY |
NOTE 8: - SHAREHOLDERS’ EQUITY | (1) | On February 13, 2024, the Company entered into an Open Market Sales Agreement, or the Sales Agreement, with A.G.P., which provides that upon the terms and subject to the conditions and limitations 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. On August 26, 2026, the Company filed a prospectus supplement reducing the maximum aggregate offering amount under the Sales Agreement from $10,000,000 to $290,000. During the three-month period ended September 30, 2026, the Company sold 275,000 common shares under the Sales Agreement at a price of $2.17 per share, net of $19 of issuance expenses. As of September 30, 2026, the Company has sold an aggregate of 354,029 common shares pursuant to the Sales Agreement at a weighted average price of $2.80 per share. | | (2) | On August 26, 2026, the Company entered into a securities purchase agreement, or the August SPA, with a certain institutional investor, or the Sole Investor, pursuant to which it sold and issued in a registered direct offering, or the Registered Direct Offering, an aggregate of (i) 1,200,000 of its common shares and (ii) pre-funded warrants to purchase up to 1,028,940 of its common shares. Each common share was offered and sold at an offering price of $1.50 before deducting placement agent fees and other offering expenses, and each pre-funded warrant was offered and sold at an offering price of $1.49999 which is equal to the offering price per share less the $0.00001 exercise price of each pre-funded warrant, before deducting placement agent fees and other offering expenses. Each pre-funded warrant has an initial exercise price per share of $0.00001, subject to certain adjustments. The pre-funded warrants are exercisable immediately and may be exercised at any time until all the pre-funded warrants are exercised in full. Additionally, pursuant to the August SPA, the Company issued to the Sole Investor, in a concurrent private placement, or collectively with the Registered Direct Offering, the August Offering, common purchase warrants to purchase one common share for each share or pre-funded warrant purchased in the Registered Direct Offering for an aggregate of 2,228,940 common shares. The common warrants will be initially exercisable six (6) months following their issuance and will be exercisable for a period of five (5) years from the initial exercise date. The exercise price of the common warrants is $1.65 per share. The August Offering closed on August 28, 2026, and the Company received gross proceeds in the amount of $3,344, net of $349 of issuance expenses. On September 23, 2026, 263,940 pre-funded warrants were exercised into 263,940 common shares of the Company, at a nominal exercise price of $0.00001 per share. | | | | | (3) | On October 19, 2026, subsequent to the balance sheet date, the Company entered into a securities purchase agreement with Chutzpah Holdings, reflecting the terms agreed on August 28, 2026, pursuant to which the Company agreed to issue and sell 833,334 common shares at a purchase price of $1.50 per share and a warrant to purchase up to 833,334 common shares at an exercise price of $1.65 per share, or the Warrant. The Warrant will become exercisable six months after its issuance date and expires on the fifth anniversary of its initial exercise date. The transaction follows an Advance Subscription Agreement entered into on June 14, 2026 (see also note 7), pursuant to which the Company received $1,250,000 from Chutzpah Holdings on June 16, 2026, as an advance payment to be credited toward the purchase price of securities to be issued in a future financing. The advance payment was applied in full toward the aggregate purchase price under the securities purchase agreement, with no additional payment due at closing. Issuance expenses amounted to $3. | | | | | (4) | As to Fishway Transaction, see note 1e. | | (5) | Share options, restricted share units, or RSUs, and restricted shares, or RS, to employees, directors and consultants: | Pluri Inc. adopted the 2016 Equity Compensation Plan (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 officers, directors, employees and consultants of the Company. | 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: | | | Three months ended September 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 | | | 9,380 | | | $ | 7.14 | | | | 3.46 | | | $ | 7 | | | Share options outstanding at end of the period | | | 9,380 | | | $ | 7.14 | | | | 3.21 | | | $ | 3 | | | Share options vested and exercisable at the end of the period | | | 9,380 | | | $ | 7.14 | | | | 3.21 | | | $ | 3 | | | b. | Options to the Chief Executive Officer, or CEO, and a Former Director: | A summary of the share options granted to the CEO and to a former director under the Plans by Pluri Inc. and Pluri Biotech is as follows: | | | Three months ended September 30, 2026 | | | | | Number | | | Weighted
average
exercise price | | | Weighted
average
remaining
contractual
terms
(in years) | | | Share options outstanding at the beginning of the period | | | 164,665 | | | $ | 12.20 | | | | 1.02 | | | Share options expired | | | (10,463 | ) | | $ | 8.96 | | | | - | | | Share options outstanding at the end of the period | | | 154,202 | | | $ | 12.42 | | | | 0.91 | | | Share options vested and exercisable at the end of the period | | | 154,202 | | | $ | 12.42 | | | | 0.91 | | As of September 30, 2026, the aggregate intrinsic value of these options was $0. | 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 three-month period ended September 30, 2026: | | | Three months ended
September 30,
2026 | | | | | Number | | | Unvested at the beginning of the period | | | 270,202 | | | Granted | | | 211,569 | | | Forfeited | | | (23,085 | ) | | Vested | | | (46,834 | ) | | Unvested at the end of the period | | | 411,852 | | | Expected to vest after the end of the period | | | 399,783 | | The fair value of all RSUs was 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 RSUs granted during the three-month period ended September 30, 2026 to employees and directors was $1.77 per share. Unamortized compensation expenses related to RSUs granted to employees and directors by Pluri Inc. and Pluri Biotech are approximately $549 to be recognized by the end of August 2029. On August 20, 2026, the Board approved a grant of 211,569 RSUs, in aggregate, to certain Board members, including the Chairman of the Board, under the Plans, with all RSUs vesting over three years 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 by Pluri Inc. and Pluri Biotech for the three-month period ended September 30, 2026: | | | Three months ended
September 30, | | | | | 2026 | | | | | Number | | | Unvested at the beginning of the period | | | 21,750 | | | Vested | | | (1,250 | ) | | Unvested at the end of the period | | | 20,500 | | | Expected to vest after the end of the period | | | 20,500 | | Unamortized compensation expenses related to RSUs and RS granted to consultants by Pluri Inc. and Pluri Biotech are approximately $372 to be recognized by the end of May 2028. Compensation expenses related to RSUs and RS granted by Pluri Inc. and Pluri Biotech were recorded as follows: | | | Three months ended
September 30, | | | | | 2026 | | | 2025 | | | Research and development expenses | | $ | (30 | ) | | $ | 122 | | | General and administrative expenses | | | 256 | | | | 497 | | | | | $ | 226 | | | $ | 619 | | As of September 30, 2026, compensation expenses related to RS granted to consultants recorded in prepaid expenses and other current assets were $342.
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