SCHEDULE 13D/A: Chutzpah Holdings Amends Pluri Inc. Investment, Acquires Warrants and Sells Kokomodo Stake

Chutzpah Holdings Limited has amended its investment in Pluri Inc., exchanging common shares for pre-funded warrants, following its sale of a majority stake in Kokomodo Ltd. to Pluri Inc.'s subsidiary.

Summary

• Chutzpah Holdings Limited beneficially owns 1,383,948 common shares of Pluri Inc., representing 19.91% of the outstanding shares.
• On January 23, 2025, Chutzpah Holdings entered into a Securities Purchase Agreement with Pluri Inc. for a private placement, acquiring 1,383,948 common shares, pre-funded warrants to purchase up to 26,030 common shares (exercise price $0.0001), and common warrants to purchase up to 84,599 common shares (exercise price $5.568). The purchase price for each common share was $4.61.
• On March 13, 2025, Pluri Biotech Ltd., a wholly-owned subsidiary of Pluri Inc., acquired approximately 71.1% of Kokomodo Ltd. (400,000 ordinary shares and 175,000 preferred seed-1 shares) and a $0.5 million convertible loan from Chutzpah Holdings and Plantae Bioscience Ltd.
• In consideration for the Kokomodo acquisition, Pluri Inc. paid Chutzpah Holdings $4.5 million, payable in 976,139 common shares of Pluri Inc. These shares represented 12.14% of Pluri Inc.'s fully diluted share capital as of January 23, 2025.
• On April 25, 2025, Chutzpah Holdings and Pluri Inc. amended the Securities Purchase Agreement, agreeing to exchange the 976,139 common shares received for the Kokomodo acquisition for additional pre-funded warrants. These new pre-funded warrants have the same terms as the original ones, with an exercise price of $0.0001 per share.
• All warrants (original and additional pre-funded, and common warrants) are subject to a 19.99% beneficial ownership limitation and require shareholder approval from Pluri Inc. before they can be fully exercised.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. The acquisition of Kokomodo Ltd. by Pluri Inc. is a strategic positive, indicating growth and expansion. However, the exchange of common shares for pre-funded warrants by Chutzpah Holdings introduces a contingency (shareholder approval) for a significant portion of their ownership, which could be seen as a slight negative or at least a deferral of full equity realization.

Positives

• Pluri Inc. has strategically acquired a majority stake (71.1%) in Kokomodo Ltd., an Israeli company, which could expand its operational scope or technology portfolio.
• The acquisition included a convertible loan of $0.5 million, indicating a broader financial and strategic integration.
• Chutzpah Holdings Limited maintains a significant beneficial ownership stake of 19.91% in Pluri Inc., indicating continued investor confidence.

Negatives

• The exchange of 976,139 common shares for pre-funded warrants by Chutzpah Holdings means that a significant portion of their ownership is now contingent on future shareholder approval and exercise, rather than immediate direct equity.
• The 19.99% beneficial ownership limitation on warrants until shareholder approval could restrict Chutzpah Holdings' immediate ability to fully convert their investment into common shares.

Risks

• Exercise of pre-funded and common warrants is contingent on obtaining "Shareholder Approval" from Pluri Inc.'s shareholders, as required by Nasdaq Capital Market rules. Failure to obtain this approval could limit Chutzpah Holdings' ability to fully realize their investment.
• A 19.99% beneficial ownership limitation applies to the warrants until shareholder approval is obtained, restricting the immediate conversion of warrants into common shares.

Future Outlook

The full exercise of warrants held by Chutzpah Holdings Limited is contingent upon receiving shareholder approval from Pluri Inc., as required by Nasdaq Capital Market rules. The common warrants will be exercisable for three years following the date of shareholder approval.

Industry Context

Pluri Inc. operates in the biotech sector, and the acquisition of Kokomodo Ltd., an Israeli company, suggests a strategic move to expand its capabilities or intellectual property within this industry. Such acquisitions are common for biotech firms seeking to enhance their product pipeline, technology platforms, or market reach. The use of warrants in financing is also a common mechanism in the biotech industry to manage immediate dilution while providing investors with future upside potential.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential future dilution upon warrant exercise (if approved), but also potential strategic benefits from the Kokomodo acquisition. The exchange of shares for warrants by Chutzpah Holdings defers immediate dilution from that specific portion.
• Employees: No direct impact mentioned, but the acquisition of Kokomodo Ltd. could lead to integration of teams.
• Customers/Suppliers: No direct impact mentioned.
• Creditors: The convertible loan acquired as part of Kokomodo acquisition could affect Pluri Inc.'s balance sheet, but no direct impact on existing creditors is detailed.

Next Steps

• Pluri Inc. needs to obtain "Shareholder Approval" for the exercise of the pre-funded and common warrants held by Chutzpah Holdings Limited, as required by Nasdaq Capital Market rules.

Key Dates

Recommendation

Keywords

Pluri Inc., Chutzpah Holdings Limited, SEC Filing, Schedule 13D, Beneficial Ownership, Private Placement, Warrants, Pre-Funded Warrants, Common Warrants, Shareholder Approval, Nasdaq Capital Market, Kokomodo Ltd., Acquisition, Biotech, Equity Investment, Convertible Loan, Anti-dilution provisions