10-Q: Pluri Inc. Faces Liquidity Crunch, Nasdaq Delisting Threat

Pluri Inc. reported increased net losses and negative cash flow, raising substantial doubt about its going concern ability, while also receiving a Nasdaq non-compliance notice.

Summary

• Pluri Inc. has an accumulated deficit of $455,448,000 since its inception in May 2001.
• The company reported a total shareholders deficit of $14,608,000 as of December 31, 2025.
• Net loss for the six months ended December 31, 2025, increased to $13,004,000, compared to $9,146,000 for the same period in 2024.
• Negative cash flow from operating activities worsened to $10,633,000 for the six months ended December 31, 2025, up from $8,692,000 in the prior year.
• As of December 31, 2025, cash balances (cash and cash equivalents, short-term bank deposits, restricted cash, and restricted bank deposits) totaled $13,645,000.
• Management estimates the company has sufficient resources to meet operating obligations for less than six months from February 12, 2026, raising substantial doubt about its ability to continue as a going concern.
• On January 20, 2026, Pluri Inc. received a Nasdaq notice of non-compliance for failing to maintain a minimum $35 million Market Value of Listed Securities (MVLS) and other listing standards, with a deadline of July 20, 2026, to regain compliance.
• Discussions are ongoing with the European Investment Bank (EIB) regarding a potential restructuring of a $27,782,000 loan (principal and accrued interest) due on June 1, 2026, with no certainty of outcome.
• Revenues slightly increased to $514,000 for the six months ended December 31, 2025, from $511,000 in the prior year, primarily from CDMO services and AgTech collaborations.
• Research and development expenses, net, increased by 33% to $7,757,000 for the six months ended December 31, 2025.
• General and administrative expenses increased by 14% to $5,300,000 for the six months ended December 31, 2025.
• Net loss per share attributed to shareholders decreased to $1.36 for the six months ended December 31, 2025, from $1.61 in 2024, primarily due to an increase in weighted average shares outstanding.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to significant and increasing net losses, worsening negative cash flow, an explicit going concern warning, and a Nasdaq delisting threat, all indicating severe financial distress despite some operational progress.

Positives

• Revenues slightly increased to $514,000 for the six months ended December 31, 2025, from $511,000 in the prior year, driven by CDMO services and AgTech proof-of-concept collaborations.
• Coffeesai, a subsidiary, successfully demonstrated a proof-of-concept coffee beverage, validating its technology potential.
• Ever After Foods, a majority-owned subsidiary, demonstrated the natural production of muscle and fat tissues for various animal cells, ensuring taste, feel, and texture akin to conventional meat.
• Ever After Foods secured $10 million in a private placement offering in June 2024, with Pluri investing $1.25 million, supporting its B2B technology platform.
• Ever After Foods announced a strategic collaboration with Bühler to jointly advance scalable cultivated meat production systems.
• The company established Cellav, a wholly-owned subsidiary focused on developing regenerative skin and hair solutions using its proprietary 3D cell expansion technology.
• Multiple subsidiaries (Ever After Foods, Kokomodo, Coffeesai, Cellav) entered into collaboration agreements with leading counterparties in Asia, Europe, and the United States to evaluate and potentially develop applications of their technologies.
• The CEO and CFO agreed to salary reductions, and directors accepted fee reductions as part of cost-management initiatives.
• 1,002,169 pre-funded warrants were exercised into common shares on October 23, 2025.
• A private placement offering of 625,000 common shares and warrants closed on December 30, 2025, generating gross proceeds of $2.5 million.
• The company exercised an option to extend its facility operating lease agreement through December 2031, securing a three-month grace period from lease payments commencing January 1, 2026.

Negatives

• The company has an accumulated deficit of $455,448,000 since its inception.
• Total shareholders deficit amounted to $14,608,000 as of December 31, 2025.
• The company has incurred recurring operating losses and negative cash flows from operating activities since inception.
• Net loss increased to $13,004,000 for the six months ended December 31, 2025, from $9,146,000 in the prior year.
• Negative cash flow from operating activities worsened to $10,633,000 for the six months ended December 31, 2025, compared to $8,692,000 in the prior year.
• The company had a working capital deficit of $18,542,000 as of December 31, 2025.
• Cash balances decreased to $13,645,000 as of December 31, 2025, from $20,613,000 (cash, cash equivalents, and short-term bank deposits) as of June 30, 2025.
• Management estimates sufficient resources for less than six months from February 12, 2026, raising substantial doubt about the company's ability to continue as a going concern.
• Received a Nasdaq notice on January 20, 2026, for non-compliance with the $35 million Market Value of Listed Securities (MVLS) requirement and alternative listing standards, facing potential delisting.
• The EIB Loan of $27,782,000 (principal and accrued interest) is due on June 1, 2026, with restructuring discussions ongoing but no certainty of outcome.
• Research and development expenses, net, increased by 33% due to higher salaries, the acquisition of Kokomodo, and increased lease payments, partially offset by a decrease in NIAID participation.
• General and administrative expenses increased by 14% due to share-based compensation and the Kokomodo acquisition, despite cost-reduction efforts.
• Other financial income (expenses), net, significantly decreased from $1,437,000 in income to $296,000 in income for the six-month period, primarily due to exchange rate differences on the EIB Loan, decreased interest income from deposits, and exchange rate expenses on lease liability.
• The $4.2 million contract with the National Institute of Allergy and Infectious Diseases (NIAID) for PLX-R18 cell therapy development was terminated for the government's convenience on April 15, 2025.

Risks

• Substantial doubt exists about the company's ability to continue as a going concern due to recurring operating losses, negative cash flows from operating activities, and insufficient liquidity.
• Failure to obtain sufficient additional capital, enter licensing or other commercial agreements, provide CDMO services, restructure the EIB Loan, or receive other funding could lead to scaling down or discontinuing operations.
• There is no certainty regarding the outcome of discussions with the EIB for restructuring the $27,782,000 loan due on June 1, 2026.
• The company faces a significant risk of delisting from Nasdaq due to non-compliance with the $35 million Market Value of Listed Securities (MVLS) requirement and alternative listing standards, which could adversely affect liquidity, market price, and access to capital.
• The company's business and operations are subject to substantial risks, including the expected development, time-to-market, and potential benefits from its products and ventures.
• Achieving regulatory approvals for product candidates is uncertain.
• Potential impacts of cybersecurity incidents on the company's business and operations.
• Conditions in the Middle East, including ongoing hostilities involving Israel, Iran, and terrorist organizations, as well as geopolitical tensions, may affect economic and market conditions where the company operates and could directly impact its business, results of operations, and financial condition.
• Developments in international trade policy, such as tariffs, sanctions, and other trade barriers, could affect sourcing and distribution channels, increase costs, or otherwise negatively impact operations and financial results.
• Historic results of scientific research and development (R&D), clinical and preclinical trials do not guarantee that the conclusions of future R&D or trials would not suggest different conclusions.
• The company has a contingent liability of $28,021,000 in respect to royalties to the Israeli Innovation Authority (IIA) and is entitled to royalty payments to the EIB (up to 2.3% of consolidated revenues) from future revenues.

Future Outlook

The company does not anticipate generating significant revenues from product sales in the next twelve months and expects near-term revenues to be insufficient to cover operating costs. It will require additional liquidity to support product commercialization and ongoing R&D activities. Management estimates that the company has sufficient resources for less than six months from February 12, 2026, which raises substantial doubt about its ability to continue as a going concern. The company's ability to execute its business plan is contingent on obtaining additional capital, securing licensing or collaboration agreements, expanding CDMO services, successfully restructuring the EIB Loan, and receiving other funding sources, including non-dilutive grants. Failure to secure the necessary financing could lead to scaling down or discontinuing operations.

Management Comments

• "The Company has incurred an accumulated deficit of approximately $455,448 and incurred recurring operating losses and negative cash flows from operating activities since inception."
• "The Company will be required to identify additional liquidity resources in the near term in order to support the commercialization of its products and maintain its research and development activities."
• "According to management estimates, the Company has sufficient resources to meet its operating obligations for a period of less than six months from the issuance date of these interim unaudited condensed consolidated financial statements."
• "These conditions raise substantial doubt about the Companys ability to continue as a going concern."
• "We do not anticipate generating any significant revenues from sales of products in the next twelve months. While we have made meaningful progress in reducing our burn rate in recent years, it is unlikely that near-term revenues will exceed our operating costs."
• "We are evaluating options to regain compliance [with Nasdaq listing rules] and intend to take appropriate actions to regain compliance; however, there can be no assurance that we will be able to regain compliance with all applicable requirements or maintain compliance thereafter."

Industry Context

StockSavvy.ai notes that Pluri Inc. operates in highly capital-intensive and competitive biotechnology sectors, including regenerative medicine, food technology, and agricultural technology. The company's diversified approach across multiple verticals, including CDMO services, aims to leverage its 3D cell expansion platform. However, the significant cash burn and ongoing need for external financing are common challenges for early-stage biotech companies, especially those with extensive R&D pipelines and commercialization efforts. The termination of the NIAID contract highlights the inherent risks in relying on grant funding, while the Nasdaq non-compliance issue underscores the pressure on smaller biotech firms to maintain market capitalization amidst challenging financial conditions.

Management Changes

Corporate Governance

Related Party Transactions

• On December 8, 2025, the company entered into a Securities Purchase Agreement with Chutzpah Holdings LP, a limited partnership beneficially owned by Mr. Alexandre Weinstein, an existing shareholder and director of the company, relating to a private placement offering.

Stakeholder Impact

• Shareholders face potential significant dilution from future capital raises, and the risk of delisting from Nasdaq could severely impact the liquidity and market price of common shares. Increased net losses and the going concern warning indicate an erosion of shareholder value.
• Employees may be affected by the cost-reduction plan, including salary reductions for the CEO and CFO, and potential employee terminations. Share-based compensation aims to align incentives but also reflects cash conservation efforts.
• Creditors, particularly the EIB, face a risk regarding the timely repayment of the $27,782,000 loan due on June 1, 2026, given the ongoing restructuring discussions and the company's liquidity challenges.
• Customers and partners in CDMO services and collaborations could benefit from continued R&D and commercialization efforts if successful, but the company's financial instability poses a risk to long-term commitments and project continuity.

Next Steps

• Identify additional liquidity resources in the near term to support commercialization and R&D activities.
• Implement initiatives, including a cost-reduction plan, to allow the continuation of activities.
• Obtain sufficient additional capital through various means.
• Enter licensing or other commercial, partnerships, and collaboration agreements.
• Provide CDMO services to clients.
• Enter into an agreement with the EIB regarding a loan restructuring, including a possible extension of its maturity date.
• Receive other sources of funding, including non-dilutive sources such as grants.
• Evaluate options to regain compliance with Nasdaq Listing Rule 5550(b)(2) by July 20, 2026.
• Coffeesai will continue ongoing efforts to enhance flavor and aroma profiles through bioprocess optimization and downstream refinement.
• Ever After Foods and Bühler intend to develop and deploy manufacturing equipment for cultivated meat production systems.

Key Dates

Recommendation

The filing presents a dire financial situation with an explicit "going concern" warning, indicating the company may not have sufficient resources to operate beyond six months. The significant and increasing net losses, worsening negative cash flow, and a substantial working capital deficit highlight severe financial distress. Furthermore, the Nasdaq non-compliance notice and the looming EIB loan repayment due in June 2026, with uncertain restructuring outcomes, add immediate and critical risks. Despite some operational progress in various ventures, the overwhelming financial challenges and the high probability of further dilution or operational scaling down make the stock a strong sell for any seasoned investor or institution.

Keywords

biotechnology, cell therapy, regenerative medicine, food technology, AgTech, CDMO, Nasdaq, going concern, liquidity, SEC filing, 10-Q, PLUR, cultivated meat, cultivated coffee, cultivated cacao, MAIT cells, PLX-PAD, EIB loan