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

Chutzpah Holdings Limited and affiliates, led by Alexandre Weinstein, significantly increased their beneficial ownership in Pluri Inc. to 35% through a series of private placements and an acquisition.

Summary

• Chutzpah Holdings Limited (CHL), Chutzpah Holdings LP (CHLP), Plantae Bioscience Ltd. (PBL), and Alexandre Weinstein (collectively, "Reporting Persons") have increased their aggregate beneficial ownership in Pluri Inc. to 3,724,905 Common Shares, representing 35% of the issued and outstanding shares on a fully diluted basis.
• This increase stems from multiple transactions, including private placements and the acquisition of Kokomodo Ltd.
• CHL now directly holds 2,018,014 Common Shares, representing 18.96% of the class.
• CHLP beneficially owns 1,250,000 Common Shares (assuming full exercise of warrants), representing 11.75% of the class.
• Alexandre Weinstein, Chairman of Pluri Inc.'s Board (subject to approval), beneficially owns 4,189 vested Restricted Stock Units (RSUs), representing 0.04% of the class, with additional RSUs unvested.
• Mr. Weinstein personally funded approximately $9 million for these securities purchases.

Sentiment

Score: 7

Explanation: The filing reflects a substantial and increasing commitment from key investors and management, including a strategic acquisition and significant capital infusion. This indicates confidence in the company's future. However, the issuance of new shares and warrants results in dilution, which can be a short-term negative for existing shareholders.

Positives

• Significant aggregate investment by Chutzpah entities and Alexandre Weinstein, demonstrating strong commitment to Pluri Inc.
• Acquisition of Kokomodo Ltd. by Pluri Biotech Ltd. (a wholly-owned subsidiary of Pluri Inc.) for $4.5 million, paid in Pluri Inc. common shares, indicating strategic growth.
• Alexandre Weinstein, a seasoned investor and founder of a private equity firm focused on health and wellness, is the Chairman of Pluri Inc.'s Board of Directors (subject to stockholder approval), bringing experienced leadership.
• Exercise of 1,002,169 pre-funded warrants by CHL on October 29, 2025, at an exercise price of $0.0001 per share, converting them into common stock.

Negatives

• Issuance of 976,139 common shares as consideration for the Kokomodo Ltd. acquisition and additional shares/warrants in private placements leads to dilution for existing shareholders.
• CHLP Common Warrants are subject to a 35% beneficial ownership limitation, which could cap further direct increases in ownership from these specific warrants.

Risks

• The 35% beneficial ownership limitation on CHLP Common Warrants could restrict the extent of CHLP's direct control or influence through these specific instruments.
• Unvested RSUs held by Mr. Weinstein are subject to future vesting conditions and do not confer voting rights or dividend entitlements until settled into common shares.

Future Outlook

Additional Restricted Stock Units (RSUs) granted to Mr. Weinstein will vest in future installments, potentially increasing his beneficial ownership. CHLP Common Warrants are exercisable until June 30, 2026. Common Warrants held by CHL are exercisable for three years following June 3, 2025.

Management Comments

• Mr. Weinstein may be deemed to beneficially own securities of the Issuer held, or issuable to, entities he controls, including CH LP and CH Limited. Mr. Weinstein disclaims beneficial ownership of securities except to the extent of his pecuniary interest therein.

Industry Context

The filing indicates Pluri Inc.'s strategic activities in the biotech/bioscience sector through the acquisition of Kokomodo Ltd. and the involvement of Alexandre Weinstein, who focuses on the health and wellness industry. This suggests a continued focus on expanding Pluri Inc.'s footprint and capabilities within these specialized markets.

Comparison to Industry Standards

• The filing does not provide sufficient information to make specific comparisons to global benchmarks, comparable companies, projects, or results. It primarily details ownership changes and related transactions.

Management Changes

Corporate Governance

Legal Proceedings

• None of the Reporting Persons have been convicted in any criminal proceeding or been a party to a civil proceeding related to securities laws in the past five years.

Related Party Transactions

• Alexandre Weinstein extended personal funds to CHL and CHLP for securities purchases.
• CHL and Plantae Bioscience Ltd. (both beneficially owned by Mr. Weinstein) sold 71.1% of Kokomodo Ltd. to Pluri Biotech Ltd. (a wholly-owned subsidiary of Pluri Inc.) for $4.5 million, paid in Pluri Inc. common shares.
• CHL and CHLP are beneficially owned by Mr. Weinstein.

Stakeholder Impact

• Shareholders: Experience dilution from new share issuances but benefit from significant capital infusion and strategic acquisition. Increased insider ownership may signal confidence.
• Management/Employees: Alexandre Weinstein's role as Chairman (subject to approval) and RSU grants align his interests with the company's long-term performance.
• Customers/Suppliers: The acquisition of Kokomodo Ltd. could expand Pluri Inc.'s offerings or market reach, potentially impacting customer base and supplier relationships.

Next Steps

• Mr. Weinstein will amend this Schedule 13D as required by law as additional RSUs vest.
• CHLP Common Warrants are exercisable until June 30, 2026.
• Common Warrants held by CHL are exercisable for three years following June 3, 2025.

Key Dates

Keywords

Pluri Inc., Chutzpah Holdings, Alexandre Weinstein, Schedule 13D, beneficial ownership, private placement, warrants, common stock, pre-funded warrants, Kokomodo Ltd., acquisition, corporate governance, equity compensation, SEC filing, biotech, bioscience