SCHEDULE: Chutzpah Holdings Boosts Pluri Inc. Stake to 35%

Chutzpah Holdings Limited and affiliates significantly increased their beneficial ownership in Pluri Inc. to approximately 35% through a series of private placements and warrant exercises.

Summary

• Chutzpah Holdings Limited (CHL), Chutzpah Holdings LP (CHLP), Plantae Bioscience Ltd., and Alexandre Weinstein collectively increased their beneficial ownership in Pluri Inc. to 3,726,359 Common Shares, representing approximately 35% of the issued and outstanding shares.
• CHL now holds 2,018,014 Common Shares (18.93%), CHLP holds 1,250,000 Common Shares (11.72% assuming full warrant exercise), and Plantae holds 452,702 Common Shares (4.25%).
• Transactions included a January 23, 2025, private placement where CHL acquired 1,383,948 Common Shares, pre-funded warrants for up to 26,030 shares, and common warrants for up to 84,599 shares, with a Common Share purchase price of $4.61.
• On March 13, 2025, CHL and Plantae sold 71.1% equity of Kokomodo Ltd. and transferred a $0.5 million convertible loan to Pluri Biotech (a Pluri Inc. subsidiary) for $4.5 million, paid in 976,139 Pluri Inc. common shares.
• An April 25, 2025, amendment saw CHL exchange 976,139 Common Shares for additional pre-funded warrants.
• CHL exercised pre-funded warrants on October 29, 2025, to acquire 1,002,169 shares at an exercise price of $0.0001 per share.
• On December 8, 2025, CHLP entered a private placement for 625,000 common shares and warrants for up to 625,000 shares, with a combined purchase price of $4.00 and warrant exercise price of $4.25.

Sentiment

Score: 7

Explanation: The filing indicates a substantial increase in beneficial ownership by key investors, including the Chairman of the Board, and strategic acquisitions, which generally signals confidence and potential for future growth. However, the complexity of the transactions and potential for dilution temper the score slightly.

Positives

• Significant increase in beneficial ownership by key investors, including the Chairman of the Board, indicating strong confidence in Pluri Inc.
• Strategic acquisition of 71.1% of Kokomodo Ltd. by Pluri Biotech, expanding the company's equity holdings.
• Multiple capital injections through private placements and warrant exercises, providing funding to the Issuer.

Negatives

• The transactions involved the issuance of new shares and warrants, which could lead to dilution for existing shareholders.
• Complex ownership structure with multiple affiliated entities (CHL, CHLP, Plantae) all beneficially owned by Alexandre Weinstein.

Future Outlook

Additional RSUs held by Mr. Weinstein are scheduled to vest in the future, potentially increasing his ownership. Mr. Weinstein is also presently the Chairman of the Board of Directors of the Issuer, subject to stockholder approval.

Industry Context

This filing reflects a significant increase in insider ownership and strategic investment in Pluri Inc., a company likely operating in the biotech or health and wellness industry given Mr. Weinstein's background and the acquisition of Kokomodo Ltd. The series of private placements and warrant exercises suggests a capital-intensive growth strategy, common in the biotech sector for funding research, development, and strategic acquisitions.

Management Changes

Corporate Governance

Related Party Transactions

• Chutzpah Holdings Limited, Chutzpah Holdings LP, and Plantae Bioscience Ltd. are all beneficially owned by Alexandre Weinstein, who is also presently the Chairman of the Board of Directors of Pluri Inc. (subject to stockholder approval).
• Transactions between Pluri Inc. and these entities (private placements, share exchanges, acquisition consideration) are therefore related-party dealings.

Stakeholder Impact

• Shareholders: Potential dilution from new share issuances and warrant exercises, but also increased confidence from significant insider investment and strategic acquisitions.
• Company (Pluri Inc.): Strengthened capital base through private placements, strategic acquisition of 71.1% equity of Kokomodo Ltd. and a convertible loan.
• Management: Alexandre Weinstein, as Chairman of the Board and beneficial owner of the reporting entities, has a significant influence on the company's direction.

Next Steps

• Vesting of additional RSUs for Mr. Weinstein on February 25, 2026, and February 28, 2026.
• Mr. Weinstein will amend the Schedule 13D as required by law for future ownership changes.
• Common Warrants (from Jan 23, 2025) remain exercisable for three years following June 3, 2025.
• CHLP Common Warrants are exercisable until June 30, 2026.

Key Dates

Keywords

Pluri Inc., Chutzpah Holdings, Alexandre Weinstein, Schedule 13D, Beneficial Ownership, Private Placement, Warrants, Kokomodo Ltd., Equity Acquisition, Insider Ownership, Biotech Investment