Form 8-K

8-K — Pluri Inc.

Accession: 0001213900-26-070609

Filed: 2026-06-22

Period: 2026-06-15

CIK: 0001158780

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0295406-8k_pluri.htm (Primary)

EX-10.1 — ADVANCE SUBSCRIPTION AGREEMENT (ea029540601ex10-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

June 22, 2026 (June 15, 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)

Not applicable

(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 1.01 Entry into a Material Definitive Agreement.

On June 14, 2026, Pluri Inc. (the “Company”)

entered into an Advance Subscription Agreement (the “Advance Subscription Agreement”) with Chutzpah Holdings LP (the “Purchaser”),

a limited partnership beneficially owned by Mr. Alexandre Weinstein (“Mr. Weinstein”), a non-U.S. investor, an existing shareholder

of the Company and the chairman of the board of directors of the Company (the “Board”). Pursuant to the Advance Subscription

Agreement, the Purchaser agreed to pay the Company an advance amount of $1,250,000 (the “Advance Amount”). The Advance Amount

was received by the Company on June 16, 2026 and will be used for working capital and general corporate purposes.

Under the Advance Subscription Agreement,

the parties contemplated that the Purchaser will participate in a future financing approved by the Board and consummated on or

before August 14, 2026 (the “Offering”), and that, subject to the terms of such Offering and applicable laws, the

Advance Amount will be credited against the purchase price payable by the Purchaser for securities to be purchased in such Offering.

The Advance Subscription Agreement further provides that the Company will not be obligated to issue any securities to the Purchaser

to the extent that such issuance would not comply with applicable laws, Nasdaq rules, the Company’s organizational documents,

the number of shares then authorized and available for issuance, or the scope of any shareholder approvals then in effect. If the

Offering is not consummated on or before August 14, 2026, or if all or any portion of the Advance Amount cannot be applied toward

the purchase of securities by the Purchaser in the Offering, the unapplied amount will instead be applied toward the purchase by the

Purchaser of securities of the Company on terms approved by the Board, subject to applicable laws, Nasdaq rules, the Company’s

organizational documents, the number of shares then authorized and available for issuance, and any required shareholder approvals

then in effect. The terms of the Offering will be negotiated by the parties and approved in accordance with the Company’s

corporate approval process, including the approval of the Board.

The foregoing description of the Advance Subscription

Agreement is qualified by its entirely by reference to the full text of the Advance Subscription Agreement, copy of which is filed as

Exhibit 10.1.

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.

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

On June 15, 2026, the Company held its 2026 Annual

Meeting of Shareholders (the “2026 Annual Meeting”). As a result of the voting outcome at the 2026 Annual Meeting, Mr. Eitan

Ajchenbaum was not re-elected to the Board and therefore ceased to serve as a director and as a member of the respective committees on

which he served, effective from the close of day of the 2026 Annual Meeting. Prior to his departure, Mr. Ajchenbaum was classified as

an independent director, and served as Chairman of the Audit Committee, and the sole member of the Investment Committee.

On June 19, 2026, the Board elected Mr. Doron Shorrer to serve as a member of the Board, effective immediately, to fill an existing

vacancy on the Board created by the end of the service of Mr. Ajchenbaum following the results of the 2026 Annual Meeting, to hold office

until the next general meeting of shareholders of the Company at which directors are being elected or as set forth in the Company’s

bylaws.

Mr. Shorrer, age 73, is an experienced executive

and financial professional with extensive expertise in insurance, capital markets and financial services. Mr. Shorrer was one of the Company’s

founders. He became a director of the Company on October 2, 2003, served as the Board’s first Chairman until 2006, and thereafter

as a director and member of the Audit Committee and the Compensation Committees until his departure in June 2022. Since 1998, Mr. Shorrer

has served as Chairman and Chief Executive Officer of Shorrer International Ltd., an investment and financial consulting firm. Mr. Shorrer

also previously served as Director General of Israel’s Ministry of Transportation, Commissioner of Insurance, Capital Markets and

Savings at Israel’s Ministry of Finance, Chairman of Mivtachim Pension Fund, and Chairman of The Phoenix Insurance Company. Mr.

Shorrer holds a B.A. in Economics and Accounting and an M.B.A. in Finance and Banking from the Hebrew University of Jerusalem and is a

Certified Public Accountant in Israel.

Mr. Shorrer will serve as a non-executive director

and will be entitled to the rights and privileges afforded to other non-executive directors, including receipt of information, reimbursement

of expenses, and coverage under the Company’s directors’ and officers’ insurance policies. Mr. Shorrer has been appointed

as a member and chairman of the Audit Committee of the Board, designated as an audit committee financial expert (as defined under Item

407(c) under Regulation S-K) and as sole member of the Investment Committee of the Board.

There are no arrangements or understandings between

Mr. Shorrer and any other person pursuant to which he was selected as a director. Additionally, Mr. Shorrer does not have any family relationship

with any director or executive officer of the Company and does not have any direct or indirect material interest in any transaction required

to be disclosed under Item 404(a) of Regulation S-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 15, 2026, the Company held its 2026 Annual

Meeting. The results of shareholders voting at the 2026 Annual Meeting are set forth below:

Proposal No. 1 - Election of Directors

The shareholders cast the following votes for

the following individuals nominated as directors of the Company to hold office until the next annual meeting of shareholders and until

their successors shall have been duly elected and qualified.

Director Name

For

Against

Abstain

Broker

Non-Votes

Alexandre Weinstein

6,467,999

33,238

16,135

1,063,825

Eitan Ajchenbaum

2,830,098

3,668,436

18,838

1,063,825

Rami Levi

6,480,813

20,891

15,668

1,063,825

Maital Shemesh-Rasmussen

6,486,725

20,843

9,804

1,063,825

Yaky Yanay

6,466,339

48,768

2,265

1,063,825

Proposal No. 2 - Ratification of the selection

of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent

registered public accounting firm of the Company for the fiscal year ending June 30, 2026.

For

Against

Abstain

Broker

Non-Votes

7,558,826

20,364

2,007

N/A

The results reported above are final voting results.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

10.1

Advance Subscription 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 Offering; the receipt of required approvals for the

Offering; receipt of any proceeds from the Offering and crediting the Advance Payment from the Offering proceeds; and the intended use

of the Advance Payment by the Company. 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 negotiations of the Offering by the parties;

the receipt of the required approvals for the consummation of the Offering; 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: June 22, 2026

By:

/s/ Liat Zalts

Name:

Liat Zalts

Title:

Chief Financial Officer

EX-10.1 — ADVANCE SUBSCRIPTION AGREEMENT

EX-10.1

Filename: ea029540601ex10-1.htm · Sequence: 2

Exhibit 10.1

ADVANCE SUBSCRIPTION AGREEMENT

This Advance Subscription Agreement (this “Agreement”)

is entered into as of June 14, 2026, by and between Pluri Inc., a Nevada corporation (the “Company”), and Chutzpah Holdings

LP (the “Purchaser”).

1. Advance Payment

The Purchaser agrees to pay the Company $1,250,000 (the “Advance

Amount”) promptly following the execution of this Agreement, by wire transfer of immediately available funds to the account designated

by the Company. The Company will use the Advance Amount for working capital and general corporate purposes.

2. Intended Application to Offering

The parties acknowledge that the Purchaser intends to participate in

the Company’s future financing approved by the Board of Directors of the Company and consummated on or before August 14, 2026 (the

“Offering”). Subject to the terms of the Offering and applicable laws, the Advance Amount will be credited against the purchase

price payable by the Purchaser for the securities to be purchased by the Purchaser in the Offering. The terms of the Offering will be

negotiated by the parties separately and approved in accordance with the Company’s corporate approval process.

3. Terms of Participation

Subject to applicable laws, Nasdaq rules, the Company’s organizational

documents, the available authorized shares of the Company, and the scope of any shareholder approvals then in effect, the Purchaser will

purchase in the Offering the same securities, and at the same price per security, as are offered to the other investors in the Offering,

unless otherwise approved by the Company’s Board of Directors.

4. No Obligation to Issue Securities in Excess of Permitted Amounts

Notwithstanding anything to the contrary in this Agreement, the Company

will not be obligated to enter into any agreement and to issue any securities to the Purchaser to the extent that such agreement or issuance

would not be in accordance with applicable laws, Nasdaq rules, the Company’s organizational documents, the number of shares then

authorized and available for issuance, or the scope of shareholder approvals then in effect.

5. Treatment of Unapplied Advance Amount

If the Offering is not consummated on or before August 14, 2026, or

if all or any part of the Advance Amount cannot be applied toward the purchase of securities by the Purchaser in the Offering, the Advance

Amount, or such unapplied portion thereof, shall thereafter be applied toward the purchase by the Purchaser of securities of the Company

on terms approved by the Company’s Board of Directors and subject to applicable laws, Nasdaq rules, the Company’s organizational

documents, the number of shares then authorized and available for issuance, and the scope of shareholder approvals then in effect that

may be required.

6. Disclosure

The Purchaser acknowledges that the Company may

disclose this Agreement and the transactions contemplated hereby to the extent required by applicable laws, Nasdaq rules, or SEC rules

and regulations, including by filing this Agreement or a summary of its terms with the SEC.

7. Miscellaneous

This Agreement may be executed in counterparts, each of which will

be deemed an original, and all of which together will be deemed one and the same agreement. Signatures delivered electronically or by

PDF will be effective for all purposes. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada,

without regard to conflict of laws principles.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of

the date first written above.

PLURI INC.

PURCHASER - CHUTZPAH HOLDINGS LP

By:

/s/ Yaky Yanay

By:

/s/ Alexandre Weinstein

/s/ Liat Zalts

Name:

Yaky Yanay, CEO & President

Name: Alexandre Weinsten

Liat Zalts, Chief Financial Officer

[signature page - Advance Subscription Agreement]

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