As filed with the Securities
and Exchange Commission on June 1, 2023
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLURI
INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Nevada |
|
98-0351734 |
(State or other jurisdiction
of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
MATAM
Advanced Technology Park,
Building No. 5, Haifa, Israel 3508409
Telephone: 011 972 74 710 8759
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal
Executive Offices)
Nevada
Agency and Transfer Company
50
West Liberty Street, Suite 880
Reno,
NV 89501
Telephone:
(775) 322-0626
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Oded
Har-Even, Esq.
Howard
E. Berkenblit, Esq.
Ron
Ben-Bassat, Esq.
Sullivan
& Worcester LLP
1633
Broadway
New
York, NY 10019
Telephone:
(212) 660-5000
Facsimile:
(212) 660-3001
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as
determined by market and other conditions.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
☒
If this Form
is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If this Form
is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form
is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer: |
☐ |
Accelerated filer: |
☐ |
| Non-accelerated filer: |
☒ |
Smaller reporting company: |
☒ |
| |
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 7(a)(2)(B) of Securities Act. ☐
THE REGISTRANT
HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does
it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated
June 1, 2023
PROSPECTUS
Up
to 16,311,800 Common Shares
The
selling shareholders identified in this prospectus may offer from time to time up to 16,311,800 of our common shares, $0.0001 par value
per share, or our Common Shares, consisting of (i) 8,155,900 Common Shares; and (ii) warrants to purchase up to an aggregate of 8,155,900
Common Shares.
Between
December 13, 2022 and December 27, 2022, we entered into a series of securities purchase agreements in a private placement offering,
or the Private Placement, with several purchasers for an aggregate of 8,155,900 Common Shares and warrants to purchase an aggregate
of 8,155,900 Common Shares. The Common Shares being registered were sold to the investors in the Private Placement.
This
prospectus describes the general manner in which the shares may be offered and sold by the selling shareholders. If necessary, the specific
manner in which the shares may be offered and sold will be described in a supplement to this prospectus.
We
will not receive any proceeds from the sale of the shares by the selling shareholders, however we will receive cash proceeds equal to
the total exercise price of warrants that are exercised for cash, or approximately $8,469,323 based on an average exercise price of $1.05
per share, if all warrants are exercised. See “Use of Proceeds.” We will pay the expenses of registering these shares. The
selling shareholders may sell all or a portion of the shares from time to time in market transactions through any market on which our
shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing
market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination
of such methods of sale. See “Plan of Distribution.”
Our
Common Shares are traded on the Nasdaq Global Market under the symbol “PLUR.”
Investing
in our Common Shares involves risks. See “Risk Factors” beginning on page 3 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is June
, 2023.
TABLE
OF CONTENTS
You
should rely only on the information contained in this prospectus, any prospectus supplement and the documents incorporated by reference,
or to which we have referred you. Neither we nor the selling shareholders have authorized anyone to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement
do not constitute an offer to sell, or a solicitation of an offer to purchase, the Common Shares offered by this prospectus and any prospectus
supplement in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer
in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or any document
incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.
Neither
the delivery of this prospectus nor any distribution of Common Shares pursuant to this prospectus shall, under any circumstances, create
any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our
affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since
such date.
When
used herein, unless the context requires otherwise, references to the “Company,” “we,” “our” and
“us” refer to Pluri Inc. and our wholly owned subsidiaries, Pluri Biotech Ltd. and Pluristem GmbH, and our subsidiary Ever
After Ltd. (formerly Plurinuva Ltd.), unless otherwise indicated or as otherwise required by the context.
All
dollar amounts refer to U.S. dollars unless otherwise indicated.
ABOUT
THIS PROSPECTUS
This
prospectus describes the general manner in which the selling shareholders identified in this prospectus may offer from time to time up
to 16,311,800 of our Common Shares consisting of (i) 8,155,900 Common Shares; and (ii) warrants to purchase up to an aggregate of 8,155,900
Common Shares. If necessary, the specific manner in which the shares may be offered and sold will be described in a supplement to this
prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there
is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the information
in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document
having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the
statement in the document having the later date modifies or supersedes the earlier statement.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should
consider before investing in our Common Shares. Before you decide to invest in our Common Shares, you should read the entire prospectus
carefully, including the “Risk Factors” section, and the financial statements and related notes thereto and the other information
incorporated by reference herein.
Our Company
We
are a biotechnology company with an advanced cell-based technology platform. We have developed a unique three-dimensional, or 3D, technology
platform for cell expansion with an industrial scale in-house Good Manufacturing Practice, or GMP, cell manufacturing facility. We are
utilizing our technology in the field of regenerative medicine and food tech and plan to utilize it in other industries and verticals
that have a need for our mass scale and cost-effective cell expansion platform.
We
use our advanced cell-based technology platform in the field of regenerative medicine to develop placenta-based cell therapy product
candidates for the treatment of inflammatory, muscle injuries and hematologic conditions. Our placental expanded, or PLX, cells are adherent
stromal cells that are expanded using our 3D platform. Our PLX cells can be administered to patients off-the-shelf, without blood
or tissue matching or additional manipulation prior to administration. PLX cells are believed to release a range of therapeutic proteins
in response to the patient’s condition.
Our
operations are focused on the research, development and manufacturing of cells and cell-based products, conducting clinical studies and
the business development of cell therapeutics and cell-based technologies, such as our collaboration with Tnuva Food Industries –
Agricultural Cooperative in Israel Ltd., through its fully owned subsidiary, Tnuva Food-Tech Incubator (2019), Limited Partnership, or
Tnuva, to use our technology to establish a cultivated food platform and the recent collaboration agreement we signed with a leading
European manufacturer of active pharmaceutical ingredients, or APIs, to use our expansion technology, which aims to revolutionize the
production of biologics by enabling a cost-effective, sustainable and cruelty-free ingredient.
We
expect to demonstrate a real-world impact and value from our cell-based technology platform, our current PLX pipeline and from other
cell-based product candidates that may be developed based on our platform. Our business model for commercialization and revenue generation
includes, but is not limited to, licensing deals, joint ventures, partnerships, joint development agreements and direct sale of our products.
In
the pharmaceutical area, we have focused on a number of indications utilizing our product candidates, including, but not limited to,
muscle recovery following surgery for hip fracture, incomplete recovery following bone marrow transplantation, critical limb ischemia,
Chronic Graft versus Host Disease and a potential treatment for Acute Radiation Syndrome. Some of these studies have been completed while
others are still ongoing. We believe that each of these indications is a severe unmet medical need.
In
April 2023, we unveiled a breakthrough in cell manufacturing that potentially solves one of the biggest hurdles facing cell-based industries:
cost-effective, industrial scale cell manufacturing. PluriMatrix, built upon our platform 3D cell expansion technology, significantly
scales high-quality cell production, potentially having a catalytic impact across numerous industries that require mass-scale cell production
including pharma, biologics, foodtech and agri-tech.PluriMatrix is also used by our majority-owned subsidiary Ever After Ltd. (formerly
Plurinuva Ltd.), to produce cultivated meat.
Food
Tech
On
February 24, 2022, we announced the closing of the joint venture pursuant to joint venture agreement, or the Joint Venture Agreement,
with Tnuva through our subsidiary, Pluri Biotech Ltd. Under the Joint Venture Agreement, we established a new company, Ever After Ltd.
(formerly Plurinuva Ltd.) with the purpose of developing cultivated meat products of all types and kinds.
In
December 2022, we reported that our joint venture successfully completed proof of concept in its development of cultivated meat based
on our cell-based technology platform.
Corporate
Information
Our
address is MATAM Advanced Technology Park, Building No. 5, Haifa, Israel 3508409 and our telephone number is 011 972 74 710 7171. Our
corporate website is: www.pluri-biotech.com. The content of our website shall not be deemed incorporated by reference in this prospectus.
ABOUT
THIS OFFERING
This
prospectus relates to the resale by the selling shareholders identified in this prospectus may offer from time to time up to 16,311,800
of our Common Shares consisting of (i) 8,155,900 Common Shares; and (ii) warrants to purchase up to an aggregate of 8,155,900 Common
Shares. The selling shareholders may sell their Common Shares from time to time at prevailing market prices.
Common
Shares Offered: |
Up to 16,311,800 of our Common Shares
consisting of (i) 8,155,900 Common Shares; and (ii) warrants to purchase up to an aggregate of 8,155,900 Common Shares. |
| |
|
| Common Shares Outstanding at May 26, 2023: |
41,120,943 |
| |
|
| Use of Proceeds |
We will not receive any proceeds from the sale of the
8,155,900 Common Shares subject to resale by the selling shareholders under this prospectus, however we will receive cash proceeds
equal to the total exercise price of warrants that are exercised for cash, or approximately $8,469,323 based on an average exercise
price of $1.05 per share, if all warrants are exercised. See “Use of Proceeds.” |
| |
|
| Risk Factors: |
An investment in the Common Shares offered under this
prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section
and other information in this prospectus for a discussion of risks. Additional risks and uncertainties not presently known to us
or that we currently deem to be immaterial may also impair our business and operations. |
| |
|
| Nasdaq Symbol |
Our Common Shares are listed on the Nasdaq Global Market
under the symbol “PLUR.” |
Unless
we indicate otherwise, all information in this prospectus supplement is based on 41,120,943 of our Common Shares outstanding as of May
26, 2023, and excludes:
| ● | 33,645
Common Shares issuable upon exercise of outstanding stock options under our Amended and Restated
2005 Equity Incentive Plan at a weighted average exercise price of $0.00001; 865,971 Common
Shares issuable upon exercise of outstanding stock options under our Amended and Restated
2016 Equity Incentive Plan at a weighted average exercise price of $1.40, 1,000,000 of our
Common Shares issuable upon exercise of outstanding stock options under our 2019 Equity Incentive
Plan at a weighted average exercise price of $2.34; |
| ● | 10,574,366
of our Common Shares issuable upon exercise of outstanding warrants at a weighted average
exercise price of $2.4 per share; and |
| ● | 1,802,151
of our restricted stock, or RS, and restricted stock units, or RSUs, issuable upon vesting
of outstanding RSs and RSUs. |
RISK
FACTORS
An
investment in our Common Shares involves significant risks. You should carefully consider the risk factors contained in any prospectus
supplement and in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2022, our Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, as well as all of the information contained
in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein, before you decide to invest
in our Common Shares. Our business, prospects, financial condition and results of operations may be materially and adversely affected
as a result of any of such risks. The value of our Common Shares could decline as a result of any of these risks. You could lose all
or part of your investment in our Common Shares. Some of our statements in sections entitled “Risk Factors” are forward-looking
statements. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any prospectus supplement and the documents we incorporate by reference contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, regarding our business, clinical trials, financial
condition, expenditures, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,”
“plans,” “planned expenditures,” “believes,” “seeks,” “estimates” and similar
expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive
means of identifying forward-looking statements as denoted in this prospectus, any prospectus supplement and the documents we incorporate
by reference. Additionally, statements concerning future matters are forward-looking statements.
Although
forward-looking statements in this prospectus, any prospectus supplement and the documents we incorporate by reference reflect the good
faith judgment of our management, such statements can only be based on facts and factors known by us as of such date. Consequently, forward-looking
statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and
outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in
results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” herein
and in the documents we incorporate by reference, as well as those discussed elsewhere in this prospectus and any prospectus supplement.
Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus,
any prospectus supplement or the respective documents incorporated by reference, as applicable. Except as required by law, we undertake
no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the
date of such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made throughout the
entirety of this prospectus, any prospectus supplement and the documents incorporated by reference, which attempt to advise interested
parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of the 16,311,800 Common Shares subject to resale by the selling shareholders under this
prospectus, however we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or approximately
$8,469,323 based on an average exercise price of $1.05 per share, if all warrants are exercised. We will incur all costs associated with
the preparation and filing of the registration statement of which this prospectus is a part. Brokerage fees, commissions and similar
expenses, if any, attributable to the sale of shares offered hereby will be borne by the applicable selling shareholders.
SELLING
SHAREHOLDERS
The
Common Shares being offered by the selling shareholders listed below (or their successors and assigns) were issued pursuant to a private
placement transaction. Between December 13, 2022 and December 27, 2022, we entered into a series of securities purchase agreements with
several purchasers for an aggregate of 8,155,900 Common Shares and warrants to purchase up to 8,155,900 Common Shares. On December 13,
2022, we executed securities purchase agreements to sell, at a purchase price of $1.03 per share, up to 5,579,883 Common Shares and warrants
to purchase up to 5,579,833 Common Shares, with an exercise price of $1.03 per share and a term of three years. On December 14, 2022,
we executed securities purchase agreements to sell, at a purchase price of $1.05 per share, up to 2,068,517 Common Shares and warrants
to purchase up to 2,068,517 Common Shares, with an exercise price of $1.05 per share and a term of three years. On December 15, 2022,
we executed securities purchase agreements to sell, at a purchase price of $1.06 per share, up to 237,500 Common Shares and warrants
to purchase up to 237,500 Common Shares, with an exercise price of $1.06 per share and a term of three years. On December 19, 2022, we
executed a securities purchase agreement to sell, at a purchase price of $1.09 per share, up to 135,000 Common Shares and warrants to
purchase up to 135,000 Common Shares, with an exercise price of $1.09 per share and a term of three years. On December 27, 2022, we executed
a securities purchase agreement to sell, at a purchase price of $1.12 per share, up to 135,000 Common Shares and warrants to purchase
up to 135,000 Common Shares, with an exercise price of $1.12 per share and a term of three years. The Warrants sold in the December 2022
Private Placement were initially exercisable upon the later of six months from their issuance date, or until we increase our authorized
shares. At our annual meeting held on April 27, 2023, our shareholders approved an increase to our authorized shares. Following the various
closings, we issued 8,155,900 Common Shares and warrants and received an aggregate gross proceeds of $8,469,323, before the deduction
of certain offering expenses.
The
selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
To
the extent a selling shareholder is an affiliate of broker-dealers and any participating broker-dealers are deemed to be “underwriters”
within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any commissions or discounts given to any such
selling shareholder or broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act.
The
term “selling shareholder” also includes any transferees, pledgees, donees, or other successors in interest to the selling
shareholder named in the table below. Unless otherwise indicated, to our knowledge, the person named in the table below has sole voting
and investment power (subject to applicable community property laws) with respect to the Common Shares set forth opposite such person’s
name. We will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named
selling shareholder who are able to use this prospectus to resell the Common Shares registered hereby.
| |
Number
of
Common
Shares
Owned Prior to
Offering(1) | | |
Maximum
Number of Common
Shares to be Offered
Pursuant to this
Prospectus | | |
Number
of Common
Shares Owned
Immediately After
Sale of
Maximum Number of
Common Shares in this
Offering | |
| Name of
Selling Shareholders | |
Number | | |
Percent | | |
Number | | |
Percent | | |
Number(1)(2) | | |
Percent(1)(2) | |
| Carmel
Argaman Ltd. | |
| 582,524 | | |
| 1.4 | % | |
| 582,524 | (3) | |
| 1.4 | % | |
| - | | |
| - | |
| Radian
Trading Services and Investment Ltd. | |
| 236,000 | | |
| * | | |
| 236,000 | (4) | |
| * | | |
| - | | |
| - | |
| Shayna
LP | |
| 7,199,242 | | |
| 16.1 | % | |
| 7,199,242 | (5) | |
| 16.1 | % | |
| - | | |
| - | |
| Regal
Funds LP (and David Slager) | |
| 2,805,049 | | |
| 6.7 | % | |
| 972,000 | (6) | |
| 2.3 | % | |
| 1,833,049 | | |
| 4.5 | % |
| Shaul
Maor | |
| 2,393,835 | | |
| 5.7 | | |
| 2,280,000 | (7) | |
| 5.4 | % | |
| 113,835 | | |
| * | |
| Ari
Yanay Ltd. | |
| 840,693 | | |
| 2 | % | |
| 440,000 | (8) | |
| 1.1 | % | |
| 400,693 | | |
| * | |
| Gidurim Fund | |
| 560,000 | | |
| 1.4 | % | |
| 560,000 | (9) | |
| 1.4 | % | |
| - | | |
| - | |
| Clover
Alpha LP | |
| 1,955,034 | | |
| 4.6 | % | |
| 1,955,034 | (10) | |
| 4.6 | % | |
| - | | |
| - | |
| Dvori
Ram | |
| 401,761 | | |
| * | | |
| 382,000 | (11) | |
| * | | |
| 19,761 | | |
| * | |
| Lili
Shasha | |
| 545,000 | | |
| 1.3 | % | |
| 545,000 | (12) | |
| 1.3 | % | |
| - | | |
| - | |
| Shlomo
Ben David | |
| 200,000 | | |
| * | | |
| 200,000 | (13) | |
| * | | |
| - | | |
| - | |
| Orcom
Strategies | |
| 690,000 | | |
| 1.7 | % | |
| 690,000 | (14) | |
| 1.7 | % | |
| - | | |
| - | |
| Clover
Wolf | |
| 270,000 | | |
| * | | |
| 270,000 | (15) | |
| * | | |
| - | | |
| - | |
| Total | |
| 18,679,138 | | |
| | | |
| 16,311,800 | | |
| | | |
| 2,367,338 | | |
| | |
| (1) |
Beneficial ownership is determined in accordance with
SEC rules and generally includes voting or investment power with respect to securities. Common Shares subject to warrants currently
exercisable, or exercisable within 60 days of May 26, 2023, are counted as outstanding for computing the percentage of the selling
shareholder holding such options or warrants but are not counted as outstanding for computing the percentage of any other selling
shareholder. Notwithstanding the foregoing, certain selling shareholder may not have voting or investment power over such shares,
and therefore may not beneficially own such shares, due to their inability to exercise warrants as a result of certain contractual
beneficial ownership limitations contained therein. |
| (2) |
Assumes all of the Common Shares offered are sold.
Percentage ownership is based on 41,120,943 Common Shares issued and outstanding on May 26, 2023. |
| |
|
| (3) |
Consists of 291,262 Common Shares and 291,262 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of this prospectus. |
| |
|
| (4) |
Consists of 118,000 Common Shares and 118,000 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (5) |
Consists of 3,599,621 Common Shares and 3,599,621 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (6) |
Consists of 486,000 Common Shares and 486,000 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (7) |
Consists of 1,140,000 Common Shares and 1,140,000 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (8) |
Consists of 220,000 Common Shares and 220,000 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (9) |
Consists of 280,000 Common Shares and 280,000 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (10) |
Consists of 977,517 Common Shares and 977,517 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (11) |
Consists of 191,000 Common Shares and 191,000 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (12) |
Consists of 272,500 Common Shares and 272,500 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (13) |
Consists of 100,000 Common Shares and 100,000 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (14) |
Consists of 345,000 Common Shares and 345,000 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
| |
|
| (15) |
Consists of 135,000 Common Shares and 135,000 Common
Shares issuable upon the exercises of warrants currently exercisable, or exercisable within 60 days of ths prospectus. |
We
may require the selling shareholders to suspend the sales of the Common Shares offered by this prospectus upon the occurrence of any
event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires
the changing of statements in these documents in order to make statements in those documents not misleading.
Information
concerning additional selling shareholders not identified in this prospectus will be set forth in prospectus supplements from time to
time, if and as required. Information concerning the selling shareholder may change from time to time and any changed information will
be set forth in prospectus supplements if and when necessary.
PLAN
OF DISTRIBUTION
The
selling shareholders, and their pledgees, donees, transferees or other successors in interest, may from time to time offer and sell,
separately or together, some or all of the Common Shares, or the securities, covered by this prospectus. Registration of the securities
covered by this prospectus does not mean, however, that those securities necessarily will be offered or sold.
The
securities covered by this prospectus may be sold from time to time, at market prices prevailing at the time of sale, at prices related
to market prices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methods including the following:
| |
● |
in the Nasdaq Global Market; |
| |
|
|
| |
● |
in privately negotiated transactions; |
| |
● |
through broker-dealers, who may act as agents or principals; |
| |
● |
through one or more underwriters on a firm commitment
or best-efforts basis; |
| |
● |
in a block trade in which a broker-dealer will attempt
to sell a block of securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| |
● |
directly to one or more purchasers; |
| |
● |
in any combination of the above. |
In
effecting sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Broker-dealer
transactions may include:
| |
● |
purchases of the securities by a broker-dealer as principal
and resales of the securities by the broker-dealer for its account pursuant to this prospectus; |
| |
|
|
| |
● |
ordinary brokerage transactions; or |
| |
● |
transactions in which the broker-dealer solicits purchasers
on a best efforts basis. |
To
our knowledge, the selling shareholders have not entered into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the securities covered by this prospectus. At any time a particular offer of the securities covered
by this prospectus is made, a revised prospectus or prospectus supplement, if required, will be distributed which will set forth the
aggregate amount of securities covered by this prospectus being offered and the terms of the offering, including the name or names of
any underwriters, dealers, brokers or agents. In addition, to the extent required, any discounts, commissions, concessions and other
items constituting underwriters’ or agents’ compensation, as well as any discounts, commissions or concessions allowed or
reallowed or paid to dealers, will be set forth in such revised prospectus supplement. Any such required prospectus supplement, and,
if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC
to reflect the disclosure of additional information with respect to the distribution of the securities covered by this prospectus.
LEGAL
MATTERS
Sullivan
& Worcester LLP, New York, New York, has passed upon the validity of the Common Shares that may be offered hereby.
EXPERTS
The
financial statements incorporated in this Registration Statement by reference to the Annual Report on Form 10-K for the year ended June
30, 2022 have been so incorporated in reliance on the report of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member
firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the reporting and information requirements of the Exchange Act and as a result file periodic reports and other information
with the SEC. These periodic reports and other information will be available at the website of the SEC referred to below. We also make
available on our website under “Investors/Filings,” free of charge, our proxy statements, annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically
file such materials with or furnish them to the SEC. Our website address is https://pluri-biotech.com. This reference to our website
is an inactive textual reference only, and is not a hyperlink. The contents of our website are not part of this prospectus, and you should
not consider the contents of our website in making an investment decision with respect to the Common Shares offered hereby.
We
have filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to our Common Shares offered through
this prospectus. This prospectus is filed as a part of that registration statement and does not contain all of the information contained
in the registration statement and exhibits. We refer you to our registration statement and each exhibit attached to it for a more complete
description of matters involving us, and the statements we have made in this prospectus are qualified in their entirety by reference
to these additional materials.
The
SEC maintains a website that contains reports and other information about issuers, like us, who file electronically with the SEC. The
address of that website is http://www.sec.gov. This reference to the SEC’s website is an inactive textual reference only, and is
not a hyperlink.
INCORPORATION
OF DOCUMENTS BY REFERENCE
We
are “incorporating by reference” certain documents we file with the SEC, which means that we can disclose important information
to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this
prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference in this prospectus will
automatically update and supersede information contained in this prospectus, including information in previously filed documents or reports
that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the
old information.
We
have filed the following documents with the SEC. These documents are incorporated herein by reference as of their respective dates of
filing:
| |
(1) |
Our Annual Report on Form 10-K for the year ended June
30, 2022 filed with the SEC on September 21, 2022; |
| |
|
|
| |
(2) |
Our Quarterly Reports on Form 10-Q for the quarters
ended September 30, 2022, December 31, 2022 and March 31, 2023, as filed with the SEC on November 10, 2022, February 13, 2023 and
May 9, 2023, respectively; |
| |
(3) |
Our Current Reports on Form 8-K filed with the SEC
on July 13, 2022, July 25, 2022, September 29, 2022, October 13, 2022, December 19, 2022, December 28, 2022, January 24, 2023, February 6, 2023, April 25, 2023 and April 27, 2023; and |
| |
(4) |
The description of the Company’s Common Shares
contained in the Registration Statement on Form 8-A filed with the Commission on December 10, 2007, under the Exchange Act, including
any amendment or report filed or to be filed for the purpose of updating such description. |
All
documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the filing of the registration
statement of which this prospectus forms a part and prior to its effectiveness and (2) until all of the Common Shares to which this prospectus
relates has been sold or the offering is otherwise terminated, except in each case for information contained in any such filing where
we indicate that such information is being furnished and is not to be considered “filed” under the Exchange Act, will be
deemed to be incorporated by reference in this prospectus and any accompanying prospectus supplement and to be a part hereof from the
date of filing of such documents.
We
will provide a copy of the documents we incorporate by reference, at no cost, to any person who receives this prospectus supplement.
To request a copy of any or all of these documents, you should write or telephone us at MATAM Advanced Technology Park, Building No.
5, Haifa, 3508409, Israel, Attention: Chen Franco-Yehuda.
UP
TO 16,311,800 COMMON SHARES
PROSPECTUS
,
2023
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The following
is a statement of approximate expenses to be incurred by us in connection with the distribution of the Common Shares registered under
this registration statement:
| | |
Amount | |
| Registration fee under Securities Act of 1933 | |
$ | 2,200 | |
| Legal fees and expenses | |
$ | 75,000 | |
| Accountant’s fees and expenses | |
$ | 3,000 | |
| Miscellaneous fees and expenses | |
$ | 360,500 | |
| Total | |
$ | 440,700 | |
Item
15. Indemnification of Directors and Officers.
Under
the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically
unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation provide that we shall indemnify
our officers, directors, employees and agents to the fullest extent permitted by the laws of the State of Nevada. In addition,
our Articles of Incorporation provide that a director or officer of the company shall not be personally liable to the company or our
shareholders for damages for breach of fiduciary duty as a director or officer, but such statement shall not eliminate or limit the liability
of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii)
the unlawful payment of dividends. Any repeal or modification of the provisions described in this paragraph by shareholders of the company
will be prospective only, and will not adversely affect any limitation on the personal liability of a director or officer of the company
for acts or omissions prior to such repeal or modification.
Further,
our Articles of Incorporation provide that every person who was or is a party to, or is threatened to be made a party to, or is involved
in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or
she, or a person with whom he or she is a legal representative, is or was a director of the company, or who is serving at the request
of the company as a director or officer of another company, or is a representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time
against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in a settlement)
reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification will be a contract right which may
be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding
must be paid by the company as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of
an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the company. Such right of indemnification will not be exclusive of
any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of
such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of shareholders,
provision of law, or otherwise, as well as their rights under this paragraph above.
We entered
into indemnification agreements with our directors and officers pursuant to which we agreed to indemnify each director and officer for
any liability he or she may incur by reason of the fact that he or she serves as our director or officer, to the maximum extent permitted
by law.
We have obtained
directors and officers insurance for the benefit of our directors and officers.
Item
16. Exhibits.
Item
17. Undertakings.
The undersigned
registrant hereby undertakes:
(A) (1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided,
however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(B)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
| |
(i) |
Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424; |
| |
(ii) |
Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| |
(iii) |
The portion of any other free writing prospectus relating
to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and |
| |
(iv) |
Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser. |
(C) That,
for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(D) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Haifa, Israel on the 1st day of June
2023.
| |
PLURI INC. |
| |
|
|
| |
By: |
/s/
Yaky Yanay |
| |
|
Name: |
Yaky
Yanay |
| |
|
Title: |
Chief Executive Officer |
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Pluri Inc., a Nevada corporation, do hereby constitute
and appoint Yaky Yanay and Chen Franco-Yehuda, and each of them, as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
| Person
|
|
Capacity
|
|
Date
|
| |
|
|
|
|
| /s/ Yaky Yanay |
|
Chief Executive Officer, President and Director |
|
June 1, 2023 |
| Yaky Yanay |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Chen Franco-Yehuda |
|
Chief Financial Officer |
|
June 1, 2023 |
| Chen Franco-Yehuda |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Zami Aberman |
|
Chairman of the Board of
Directors |
|
June 1, 2023 |
| Zami Aberman |
|
|
|
|
| |
|
|
|
|
| /s/ Doron
Birger |
|
Director |
|
June 1, 2023 |
| Doron Birger |
|
|
|
|
| |
|
|
|
|
| /s/ Rami
Levi |
|
Director |
|
June 1, 2023 |
| Rami Levi |
|
|
|
|
| |
|
|
|
|
| /s/ Maital
Shemesh-Rasmussen |
|
Director |
|
June 1, 2023 |
| Maital Shemesh-Rasmussen |
|
|
|
|
II-4
Pluristem Therapeutics (NASDAQ:PSTI)
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