SCHEDULE: Pluri Inc. Stakeholders Adjust Holdings
Ownership Filing Amendment
Pluri Inc. filings reveal significant adjustments in beneficial ownership among key stakeholders, including Chutzpah Holdings Ltd., Chutzpah Holdings LP, Plantae Bioscience Ltd., and Alexandre Weinstein, with a notable expiration of warrants.
Summary
- This filing is an amendment to a Schedule 13D, primarily to report the expiration of 625,000 CHLP Common Warrants on June 30, 2026.
- As of June 30, 2026, the reporting persons (Chutzpah Holdings Ltd., Chutzpah Holdings LP, Plantae Bioscience Ltd., and Alexandre Weinstein) beneficially own an aggregate of 4,352,641 shares of Common Stock, representing approximately 38.01% of the outstanding Common Stock.
- However, due to a 35% beneficial ownership limitation, their reported beneficial ownership is capped at 35%.
- Chutzpah Holdings Ltd. (CHL) beneficially owns 2,018,014 shares, including common shares and warrants.
- Chutzpah Holdings LP (CHLP) beneficially owns 1,875,000 shares, including common shares and warrants, subject to the 35% ownership limitation.
- Plantae Bioscience Ltd. beneficially owns 452,702 common shares.
- Alexandre Weinstein beneficially owns an aggregate of 4,352,641 shares through various entities and direct holdings, including vested Restricted Stock Units (RSUs).
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral, primarily reporting on warrant expirations and current ownership structures rather than new strategic initiatives or financial performance.
Positives
- The expiration of warrants reduces potential future dilution for existing shareholders.
- Alexandre Weinstein's direct and indirect holdings, including vested RSUs, indicate continued commitment and alignment with the company's performance.
- The reporting persons collectively hold a significant stake (35% capped), suggesting substantial investor confidence.
Negatives
- The 35% beneficial ownership limitation on CHLP's warrants restricts their ability to exercise a larger portion of their holdings, potentially limiting their influence or investment upside.
- The expiration of 625,000 CHLP Common Warrants means these potential shares will not be acquired, impacting the total potential ownership of CHLP.
Risks
- The 35% beneficial ownership limitation on CHLP warrants could lead to complex calculations and potential disputes regarding exercise and ownership.
- Future vesting of RSUs for Alexandre Weinstein could increase his beneficial ownership, subject to ongoing monitoring and potential amendments to filings.
Future Outlook
The filing primarily reports on past events, specifically the expiration of warrants and current beneficial ownership. No explicit forward-looking financial guidance is provided in this amendment.
Management Comments
- Mr. Weinstein has been granted an aggregate of 10,769 Restricted Stock Units ("RSUs") under two separate agreements with the Issuer.
- As of the date of this filing, 6,284 RSUs have vested into common shares, and an additional 641 RSUs are scheduled to vest on August 25, 2026 (within 60 days of the date hereof) and are therefore included in Mr. Weinstein's beneficial ownership.
- The remaining 3,844 RSUs are unvested and subject to future vesting conditions beyond 60 days.
- Unvested RSUs confer no voting rights or dividend entitlements until settlement into common shares.
- Additional RSUs will vest thereafter, which may increase Mr. Weinstein's ownership.
- Mr. Weinstein will amend this Schedule 13D as required by law.
- Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, other than the Common Stock of the Issuer owned of record by such Reporting Person.
Industry Context
StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant ownership changes and potential shifts in control or influence within publicly traded companies. This amendment highlights the active management of equity and warrants by major stakeholders in Pluri Inc., a biotechnology or technology-focused entity, and the impact of warrant expirations and ownership limitations common in private placements and financing rounds within the sector.
Related Party Transactions
- Transactions involving Chutzpah Holdings Ltd., Chutzpah Holdings LP, Plantae Bioscience Ltd., and Alexandre Weinstein with Pluri Inc. are detailed, including securities purchase agreements and share transfers related to acquisitions and financing.
Stakeholder Impact
- Shareholders may see reduced potential dilution due to warrant expirations.
- The significant combined stake of the reporting persons (capped at 35%) indicates continued substantial interest and potential influence on corporate decisions.
- The 35% ownership limitation on CHLP warrants could affect their ability to fully exercise their rights and potentially influence future strategic directions.
Next Steps
- Reporting Persons will continue to monitor their beneficial ownership and amend this Schedule 13D as required by law.
- Further vesting of RSUs for Alexandre Weinstein will occur over the coming years.
Key Dates
| Date | Description |
|---|---|
| 2025-01-23 | Date of Securities Purchase Agreement between Issuer and CHL. |
| 2025-02-12 | Date of Original Schedule 13D filing. |
| 2025-02-25 | Date of RSU grant to Alexandre Weinstein under 2016 Equity Compensation Plan. |
| 2025-03-13 | Date of Share Purchase Agreement between Issuer, CHL, and Plantae. |
| 2025-04-25 | Date of amendment to Securities Purchase Agreement between Issuer and CHL. |
| 2025-05-12 | Date of first amendment to Original Schedule 13D. |
| 2025-06-30 | Date of receipt of certain approvals from Issuer's shareholders for exercise of pre-funded warrants and common warrants. |
| 2025-12-01 | Date of RSU grant to Alexandre Weinstein under 2019 Equity Compensation Plan. |
| 2025-12-08 | Date of additional Securities Purchase Agreement between Issuer and CHLP. |
| 2025-12-15 | Date of second amendment to Original Schedule 13D. |
| 2025-12-30 | Closing date for Securities Purchase Agreement between Issuer and CHLP dated December 8, 2025. |
| 2026-01-05 | Date of third amendment to Original Schedule 13D. |
| 2026-03-24 | Effective date of Securities Purchase Agreement between Issuer and CHLP. |
| 2026-03-25 | Date of another Securities Purchase Agreement between Issuer and CHLP. |
| 2026-03-31 | First closing tranche date for Securities Purchase Agreement dated March 24, 2026. |
| 2026-04-21 | Second closing tranche date for Securities Purchase Agreement dated March 24, 2026. |
| 2026-05-01 | Date of fourth amendment to Original Schedule 13D. |
| 2026-06-30 | Expiration date of 625,000 CHLP Common Warrants. |
| 2026-08-25 | Date for vesting of additional 641 RSUs for Alexandre Weinstein. |
| 2027-09-30 | Approximate expiration date for 312,500 CHLP warrants (March 2026 SPA, first closing). |
| 2027-10-21 | Expiration date for 312,500 CHLP warrants (March 2026 SPA, second closing). |
| 2028-02-05 | Expiration date for CHL warrants to purchase 84,599 shares. |
Keywords
Schedule 13D, Pluri Inc., Chutzpah Holdings Ltd, Chutzpah Holdings LP, Plantae Bioscience Ltd, Alexandre Weinstein, Beneficial Ownership, Warrants, Restricted Stock Units, Securities Purchase Agreement, Ownership Limitation
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