PLUR Pluri Inc

Pluri Inc. (Nasdaq: PLUR) (TASE:PLUR) (“Pluri” or the “Company”), a leading biotechnology company leveraging its proprietary platform for cell-based solutions to create a collaborative network of ventures, today announced the pricing of a private placement of $3.5 million by long-term shareholder Merchant Adventure Fund, L.P., a major existing shareholder of Pluri, under the same terms as the previously announced investment by Alejandro Weinstein.

Pursuant to a securities purchase agreement between the Company and Merchant Adventure Fund, L.P., the Company has agreed to issue and sell 759,219 shares of the Company’s common shares, at a purchase price of $4.61 per Common Share and warrants to purchase up to 45,553 common shares at an exercise price of $5.568 per share, for aggregate gross proceeds of $3.5 million to Pluri. The closing of the offering is expected to occur on or about February 20, 2025, subject to the satisfaction of certain customary closing conditions.

With this latest commitment, Pluri has successfully secured a total of $10 million in strategic investments over the past two weeks. This includes current $3.5 million investment from Merchant Adventure Fund and the $6.5 million investment from Alejandro Weinstein, which also involves Pluri entering into an agreement to acquire Kokomodo Ltd., subject to shareholder approval, and potentially enter the cacao market.

The Company believes that the continued investment from a major, long-term shareholder is a strong vote of confidence in Pluri’s vision, technology, and execution strategy. These funds are expected to support the Company’s growth as a global leader in cell-based technology, reinforcing its ability to expand across multiple industries, including pharma, foodtech, and agtech.

“I believe that the additional investment from one of our largest shareholders reaffirms the strength of Pluri’s strategy and the trust of our long-term investors in our ability to execute,” said Yaky Yanay, Chief Executive Officer and President of Pluri. “We believe that we are well-positioned to advance our mission of leveraging our cell-based technology platform to revolutionize multiple industries.”

The Company believes that this investment further strengthens Pluri’s financial position as it continues to drive innovation, scale its platform, and unlock new market opportunities.

The securities described above were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Pluri Inc.

Pluri™ is pushing the boundaries of science and engineering to create cell-based products for commercial use and is pioneering a biotech revolution that promotes global well-being and sustainability. The Company’s technology platform, a patented and validated state-of-the-art 3D cell expansion system, advances novel cell-based solutions for a range of challenges— from medicine and climate change to food scarcity, animal cruelty and beyond. Pluri’s method is uniquely accurate, scalable, cost-effective and consistent from batch to batch. Pluri currently operates in the regenerative medicine, foodtech and agtech fields. The Company also offers Contract Development and Manufacturing Organization services. Pluri establishes partnerships that are aimed to leverage the Company’s proprietary 3D cell-based technology across various industries that require effective, mass cell production. To learn more, visit us at www.pluri-biotech.com or follow Pluri on LinkedIn and X (formerly known as Twitter).

Safe Harbor Statement

This press release contains express or implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. For example, Pluri is using forward-looking statements when it discusses the expected closing of the offering, the receipt of the proceeds and the intended use of the proceeds from the offering, the belief that the investment is a strong vote of confidence in Pluri’s vision, technology, and execution strategy and its ability to execute. These forward-looking statements and their implications are based on the current expectations of the management of Pluri only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements about Pluri: the conditions to the closing of the Transactions, including shareholder approval, may not be met; the parties may not successfully negotiate final documentation with respect to the Kokomodo Transaction; the expected benefits from the Transactions may not be realized; changes in technology and market requirements; Pluri may encounter delays or obstacles in launching and/or successfully completing its clinical trials, if necessary; its products may not be approved by regulatory agencies, its technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; it may be unable to retain or attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop with its processes; its products may wind up being more expensive than it anticipates; results in the laboratory may not translate to equally good results in real clinical settings; its patents may not be sufficient; its products may harm recipients or consumers; changes in legislation with an adverse impact; inability to timely develop and introduce new technologies, products and applications; loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of Pluri to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, Pluri undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risks and uncertainties affecting Pluri reference is made to Pluri's reports filed from time to time with the Securities and Exchange Commission.

Contacts

Investors: investor.relations@pluri-biotech.comIsrael Media: Shachar Yental at shacharye@gitam.co.ilU.S. Media: Jessica Daitch at Jessica@quantum-corp.com