Business Context and Reporting Period
Company: Pluri Inc. (PLUR)
Filing Type: Form 8-K (Current Report)
Date of Report: March 13, 2025
Event Date: March 12, 2025
Context: The Company entered into a Material Definitive Agreement to acquire a controlling interest in Kokomodo, a biotech entity, through a Share Purchase Agreement with Chutzpah Holdings Limited and Plantae Bioscience Ltd., entities controlled by Company Director Alejandro Weinstein.
Key Financial Metrics and Transaction Details
This filing details a specific transaction rather than periodic financial performance. Key metrics related to the "Kokomodo Transaction" include:
- Acquisition Target: 71.1% of Kokomodo equity (400,000 ordinary shares and 175,000 preferred seed-1 shares) plus a convertible loan.
- Convertible Loan Principal: $0.5 million.
- Total Purchase Price: $4.5 million.
- Payment Method: Issuance of 976,139 Pluri Inc. common shares ("Consideration Shares").
- Dilution Impact: Consideration Shares represent approximately 12.14% of Pluri's fully diluted share capital (as of Jan 23, 2025).
- Breakup Fee: $1.5 million (if transaction fails to close by May 23, 2025, extendable to July 23, 2025).
Note: The filing text does not provide clear values for Pluri Inc.'s current revenue, profit, cash flow, margins, or total debt.
Material Changes and Transaction Structure
The primary material change is the proposed acquisition of Kokomodo. Key structural elements include:
- Indemnification:
- Company Liability: Limited to the transaction value; dischargeable via additional share issuance ("Indemnity Shares") unless cash is elected.
- Seller Liability: Limited to 15% of the transaction value; dischargeable via forfeiture of Consideration Shares unless cash is elected.
- Leak-Out Agreement: Seller agreed to sell Consideration Shares on Nasdaq or Tel Aviv Stock Exchange over a period up to 36 months or until holding less than 10% of outstanding shares.
- Breakup Fee Composition:
- $1.0 million payable for the sale of the Seller's most senior class Company shares (valued at $6.0 million).
- $0.5 million invested via a Simple Agreement For Future Equity (SAFE) with a 20% discount and a $5.5 million pre-money valuation cap.
Guidance, Risks, and Contingencies
Closing Conditions: The transaction is subject to customary closing conditions, regulatory approvals, and specifically shareholder approval.
Risks and Uncertainties: Management highlights several factors that could cause actual results to differ from expectations:
- Failure to obtain shareholder or regulatory approval.
- Delays or obstacles in clinical trials and product development.
- Regulatory non-approval of products.
- Technology validation issues and scientific community acceptance.
- Inability to retain key employees.
- Patent insufficiency and potential product harm.
- Market competition and pricing pressure.
Securities Status: Securities issued are exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 903 of Regulation S. They have not been registered and cannot be sold in the U.S. absent registration or exemption.
Investor Verification Checklist
- Verify the outcome of the required shareholder vote for the Kokomodo Transaction.
- Confirm the exact number of shares outstanding to validate the 12.14% dilution calculation.
- Review the full text of the Share Purchase Agreement (Exhibit 10.1) for specific representations and warranties.
- Monitor the status of regulatory approvals required for the closing.
- Assess the financial impact of the potential $1.5 million breakup fee if the deal fails to close by the extended deadline of July 23, 2025.