UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 227, 2026 (~~February~~March 2725, 2026)

PLURI INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		001-31392		98-0351734
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

MATAM Advanced Technology Park
Building No. 5
Haifa, Israel		3508409
(Address of Principal Executive Offices)		(Zip Code)

011 972 74 710 7171

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, par value $0.00001 per share		PLUR		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01 Entry ~~Other~~into ~~Events~~a Material Definitive Agreement.

~~As previously reported, on~~On ~~January~~March 2025, 2026, Pluri Inc. (the “Company”) ~~received~~entered into a ~~deficiency~~Securities ~~letter~~Purchase ~~from~~Agreement (the ~~Listing~~“Securities ~~Qualifications~~Purchase ~~Department~~Agreement”), effective as of ~~The Nasdaq~~March ~~Stock~~24, ~~Market~~2026, ~~LLC~~with Chutzpah Holdings LP (the “~~Nasdaq~~Purchaser”), ~~notifying~~a ~~the~~limited ~~Company~~partnership ~~that~~beneficially itowned ~~was~~by Mr. ~~not~~Alexandre inWeinstein, ~~compliance~~a ~~with~~non-U.S. ~~Nasdaq~~investor ~~Listing~~and ~~Rule~~an ~~5550~~existing shareholder and director of the Company (b“Mr. Weinstein”)~~(2)~~, relating ~~which~~to ~~requires~~a private placement offering (the ~~Company~~“Offering”) toof: ~~maintain~~(i) a625,000 ~~minimum~~common ofshares, par value $350.00001 ~~million~~per inshare ~~market~~(the ~~value~~“Common Shares”) of ~~listed~~the ~~securities~~Company, ~~for~~and ~~continued~~(ii) ~~listing~~warrants on(the “Common Warrants”) to purchase up to 625,000 Common Shares. The ~~Nasdaq~~combined ~~Capital~~purchase ~~Market,~~price ~~nor~~for ~~was~~each itCommon inShare ~~compliance~~and ~~with~~Common ~~either~~Warrant ofis ~~the~~$4.00. ~~alternative~~The ~~listing~~Common ~~standards,~~Warrants ~~including~~will ~~having~~be ~~stockholders’~~exercisable ~~equity of~~immediately at ~~least~~an exercise price of $24.525 ~~million~~per orshare ~~net~~and ~~income~~will be exercisable until the expiration of ~~$500,000~~the ~~from~~eighteen-month ~~continuing~~anniversary ~~operations~~following inclosing of the ~~most~~Offering. The ~~recently~~Common ~~completed~~Warrants ~~fiscal~~contain ~~year,~~customary oranti-dilution inprovisions ~~two~~and ofare subject to a 35% beneficial ownership limitation. The Securities ~~the~~Purchase ~~three~~Agreement ~~most~~contains ~~recently~~customary ~~completed~~representations, ~~fiscal~~warranties ~~years~~and indemnification obligations of the parties.

OnThe gross ~~February~~proceeds ~~27,~~to ~~2026,~~ the Company ~~received a letter~~ from ~~Nasdaq,~~the ~~determining~~Offering ~~that~~are ~~the~~expected ~~Company~~to ~~has~~be ~~regained~~approximately ~~compliance~~$2.5 ~~with~~million. ~~Listing~~The ~~Rule~~Company ~~5550(b)(2),~~intends ~~due~~ to use the ~~fact~~proceeds ~~that~~from ~~for~~ the 10Offering ~~consecutive~~for ~~business~~working ~~days~~capital ~~from~~and ~~February~~general ~~13,~~corporate ~~2026~~purposes. toThe ~~February~~entirety ~~26, 2026, the market value~~ of the ~~Company’s~~Offering ~~listed securities~~is ~~was~~expected ~~$35~~to ~~million~~close on or ~~greater,~~about ~~satisfying~~ the end ~~requirement~~of ~~under~~April ~~Rule 5550(b)(2). As a result~~2026, ~~this~~subject ~~matter~~to ~~is now closed, and~~ the ~~Company~~ ~~remains~~satisfaction inof ~~good~~customary ~~standing~~closing ~~on The Nasdaq Capital Market~~conditions.

The securities issued with respect to the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 903 of Regulation S promulgated thereunder. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing descriptions of the Securities Purchase Agreement and the Common Warrants are qualified in their entirety by reference to the full text of the Securities Purchase Agreement and the form of Common Warrants, copies of which are filed as Exhibits 10.1 and 4.1, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Warrant
10.1		Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Safe Harbor Statement

This Current Report on Form 8-K contains express or implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. For example, the Company is using forward-looking statements when it discusses the expected closing of the Offering, the receipt of the proceeds from the Offering and the intended use of the proceeds from the Offering. These forward-looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements about the Company: the conditions to the closing of the Offering may not be met; changes in technology and market requirements; the Company may encounter delays or obstacles in launching and/or successfully completing its clinical trials, if necessary; the Company’s products may not be approved by regulatory agencies; the Company’s technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; the Company may be unable to retain or attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop with the Company’s processes; the Company’s products may wind up being more expensive than it anticipates; results in the laboratory may not translate to equally good results in real clinical settings; the Company’s patents may not be sufficient; the Company’s products may harm recipients or consumers; changes in legislation with an adverse impact; inability to timely develop and introduce new technologies, products and applications; and loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PLURI INC.
Date: March 2, 2026	By:	/s/ Liat Zalts
Date: March 27, 2026	By:	/s/ Liat Zalts
	Name:	Liat Zalts
	Title:	Chief Financial Officer

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