8-K: Pluri Inc. Faces Nasdaq Non-Compliance After Director Not Re-elected at Annual Meeting

Pluri Inc. announced that a director was not re-elected at its annual meeting, leading to non-compliance with Nasdaq's audit committee requirements, for which it has received a cure period.

Summary

• Pluri Inc. held its 2025 Annual Meeting of Shareholders on June 30, 2025.
• Mr. Doron Birger was not re-elected to the Board of Directors, effective immediately, ceasing his roles as an independent director, Chairman of the Audit Committee, and sole member of the Investment Committee.
• Due to Mr. Birger's departure, the company is no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which mandates an Audit Committee comprised of at least three independent directors.
• On July 2, 2025, Nasdaq notified the company of this non-compliance and provided a cure period expiring on the earlier of the company's next annual meeting or June 30, 2026, or June 30, 2026 if the next annual meeting is held before December 29, 2025.
• The company intends to appoint an additional independent director to the Board and Audit Committee to regain compliance within the cure period.
• Shareholders elected Zami Aberman (3,655,962 For), Rami Levi (3,977,009 For), Maital Shemesh-Rasmussen (3,974,994 For), Yaky Yanay (3,930,082 For), and Alexandre Weinstein (3,942,043 For) as directors.
• Shareholders ratified Kesselman & Kesselman as the independent registered public accounting firm for the fiscal year ending June 30, 2025, with 5,164,886 votes For.
• The company's 2016 Equity Compensation Plan was approved with 3,914,964 votes For.
• Shareholders approved, by a nonbinding advisory vote, the compensation of the company's named executive officers with 3,919,160 votes For.
• Shareholders recommended a frequency of 'every two years' for future advisory votes on executive compensation, receiving 2,403,566 votes.
• The Board of Directors determined that future shareholder advisory votes on executive compensation will occur every two years, with the next one scheduled for the 2027 annual meeting.
• Shareholders approved, for Nasdaq Listing Rule 5635(d) compliance, the exercise of common and pre-funded warrants to purchase up to 1,086,768 common shares, issued pursuant to a private placement with an entity wholly beneficially owned by Mr. Alexandre Weinstein, with 3,530,251 votes For.

Sentiment

Score: 4

Explanation: The non-re-election of a director and subsequent Nasdaq non-compliance are negative events, indicating a governance issue. However, the company has a cure period and a stated plan to regain compliance, and other key proposals were approved by shareholders, mitigating the overall negative impact.

Positives

• Shareholders approved the ratification of Kesselman & Kesselman as the independent registered public accounting firm for the fiscal year ending June 30, 2025.
• The company's 2016 Equity Compensation Plan was approved by shareholders.
• Shareholders approved, by nonbinding advisory vote, the compensation of named executive officers.
• Shareholders approved the exercise of common and pre-funded warrants to purchase up to 1,086,768 common shares, related to a private placement.

Negatives

• Mr. Doron Birger was not re-elected to the Board of Directors at the 2025 Annual Meeting.
• The company is no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A) due to the Audit Committee not having at least three independent directors following Mr. Birger's departure.

Risks

• Risk of delisting from The Nasdaq Capital Market if the company fails to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) within the specified cure period.

Future Outlook

The company intends to appoint an additional independent director to the Board and the Audit Committee prior to the expiration of the Nasdaq cure period to regain compliance. Future shareholder advisory votes on executive compensation will occur every two years, with the next one scheduled for the 2027 annual meeting.

Management Comments

• "The Company intends to appoint an additional independent director to the Board and the Audit Committee prior to the expiration of the applicable cure period."
• "The Company's Board of Directors has determined that future shareholder advisory (non-binding) votes on the compensation of the Company's named executive officers will occur every two years."

Industry Context

This filing primarily addresses corporate governance and shareholder voting outcomes, which are standard practices for publicly traded companies. The non-compliance with Nasdaq listing rules is a specific event for Pluri Inc. but highlights the ongoing regulatory requirements for listed companies.

Management Changes

Corporate Governance

Related Party Transactions

• Shareholders approved the exercise of common warrants and pre-funded warrants to purchase up to 1,086,768 common shares, which were issued pursuant to a private placement offering between the company and a company wholly beneficially owned by Mr. Alexandre Weinstein, a current director.

Stakeholder Impact

• Shareholders are directly impacted by the voting outcomes, including the non-re-election of a director and the approval of various corporate proposals. They also face the potential risk of delisting from Nasdaq if the company fails to regain compliance.
• The Board of Directors' composition has changed, requiring the appointment of a new independent director to meet Nasdaq listing requirements.
• Company management is affected by the determination of the biennial frequency for future advisory votes on executive compensation.

Next Steps

• Appoint an additional independent director to the Board and Audit Committee prior to the expiration of the Nasdaq cure period.
• Hold the next shareholder advisory vote on executive compensation at the company's 2027 annual meeting of shareholders.

Key Dates

Keywords

SEC filing, 8-K, Pluri Inc., PLUR, Nasdaq, corporate governance, audit committee, independent director, shareholder meeting, voting results, delisting risk, equity compensation, executive compensation, private placement, warrants