Form 4: Pluri Inc. Director and 10% Owner Reports Significant Share Purchases and Warrant Exchange

A director and 10% owner of Pluri Inc. reported recent purchases of common stock totaling nearly one million shares and an exchange of common shares for pre-funded warrants.

Summary

• Alexandre Manieu Weinstein, a Director and 10% owner of Pluri Inc., reported changes in beneficial ownership.
• On April 28, 2025, Mr. Weinstein directly purchased 523,437 shares of Common Stock at $4.61 per share.
• On April 28, 2025, Mr. Weinstein indirectly purchased 452,702 shares of Common Stock at $4.61 per share through Plantae Bioscience Ltd., an entity where he holds a 77% indirect ownership.
• On April 28, 2025, Pluri Inc. and Chutzpah Holdings Limited, a company 100% indirectly owned by Mr. Weinstein, executed an amendment to a prior Securities Purchase Agreement, resulting in the exchange of 976,139 Common Shares for 976,139 pre-funded warrants.
• The pre-funded warrants are exercisable upon receipt of certain shareholder approvals required by the Nasdaq Capital Market rules.
• Following these transactions, Mr. Weinstein's beneficial ownership includes 10,250 direct common shares, 931,246 indirect common shares through Chutzpah Holdings Limited, 452,702 indirect common shares through Plantae Bioscience Ltd., and 976,139 indirect pre-funded warrants through Chutzpah Holdings Limited.

Sentiment

Score: 7

Explanation: The significant purchases of common stock by a director and 10% owner indicate strong insider confidence. However, the exchange of common shares for pre-funded warrants introduces a future contingency related to shareholder approval and potential dilution, adding a layer of complexity.

Positives

• Significant share purchases by a director and 10% owner, totaling 976,139 shares, indicate strong insider confidence in the company's future prospects.
• The purchases were made at a specific price of $4.61 per share, providing a clear valuation point for recent insider investment.

Negatives

• The exchange of 976,139 common shares for pre-funded warrants introduces a future contingency, as their exercise is dependent on obtaining certain shareholder approvals.
• Potential future dilution for existing shareholders if the pre-funded warrants are exercised, increasing the total number of outstanding shares.

Risks

• Future dilution risk if the 976,139 pre-funded warrants are exercised, which is contingent on obtaining shareholder approvals required by Nasdaq Capital Market rules.
• The value of the pre-funded warrants is tied to the future performance of Pluri Inc.'s common shares, exposing the holder to market fluctuations.

Future Outlook

The exercise of the pre-funded warrants is contingent upon receiving certain shareholder approvals required by the Nasdaq Capital Market rules, indicating a future event that could impact the company's share structure.

Management Comments

• Neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement.
• Disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
• Declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

Industry Context

This Form 4 filing details insider transactions for Pluri Inc., a company likely operating in the biotech or life sciences sector given the involvement of 'Plantae Bioscience Ltd.' It reflects an individual director's and significant shareholder's investment decisions and changes in their equity holdings.

Corporate Governance

Related Party Transactions

• Transactions between Pluri Inc. and Chutzpah Holdings Limited, which is 100% indirectly owned by Alexandre Manieu Weinstein, a director and 10% owner of Pluri Inc.
• Transactions involving Plantae Bioscience Ltd., where Alexandre Manieu Weinstein indirectly owns 77%.

Stakeholder Impact

• Shareholders: Potential future dilution if pre-funded warrants are exercised. Current shareholders may view the significant insider purchases as a positive signal of confidence.

Next Steps

• Pluri Inc. needs to obtain certain shareholder approvals required by Nasdaq Capital Market rules for the pre-funded warrants to become fully exercisable.

Key Dates

Keywords

Pluri Inc., PLUR, SEC Form 4, insider trading, beneficial ownership, common stock, pre-funded warrants, director purchases, 10% owner, Chutzpah Holdings Limited, Plantae Bioscience Ltd., Nasdaq Capital Market