Pluri Inc. 8-K

What Happened

• Pluri Inc. announced an Advance Subscription Agreement dated June 14, 2026 with Chutzpah Holdings LP (beneficially owned by board chairman Alexandre Weinstein) under which the purchaser advanced $1,250,000 to the company. The advance was received on June 16, 2026 and will be used for working capital and general corporate purposes.
• At the company’s June 15, 2026 annual meeting, director Eitan Ajchenbaum was not re-elected and ceased serving. On June 19, 2026 the board appointed Doron Shorrer to fill the vacancy; Mr. Shorrer was named chair of the Audit Committee, designated an audit committee financial expert, and is the sole member of the Investment Committee.

Key Details

• $1,250,000 advance received June 16, 2026 from Chutzpah Holdings LP (beneficial owner: Alexandre Weinstein, a current chairman and existing shareholder).
• The advance is expected to be credited against the purchase price if the parties and the board complete a future financing (the “Offering”) on or before August 14, 2026; if not applied to the Offering the unapplied amount will be applied toward a Board‑approved purchase of securities on other terms.
• Governance changes: Eitan Ajchenbaum (previously an independent director and Audit Committee Chair) was not re-elected; Doron Shorrer (founder, former chairman, CPA, long-time financial executive) was appointed June 19, 2026 and will lead the Audit Committee.
• Shareholder vote highlight: Ajchenbaum received 2,830,098 “For” vs. 3,668,436 “Against”; the selection of auditors (Kesselman & Kesselman / PwC member firm) was ratified 7,558,826 “For”.

Why It Matters

• The $1.25M advance provides immediate cash for working capital while preserving flexibility for a planned financing; it may reduce cash needs but could convert into securities in a future offering, which could dilute existing shareholders if and when the Offering is completed.
• The purchaser is controlled by the company’s chairman, so this is a related-party financing that investors should monitor for terms and potential impact on shareholder interests.
• Board composition and committee leadership changed: an independent director and prior Audit Committee chair was replaced and an experienced financial executive (Shorrer) was appointed as Audit Committee chair and financial expert — a material governance development for oversight of financial reporting and controls.