Pluri Inc. discloses terms of $2.98 million registered direct offering

Pluri Inc. entered into a securities purchase agreement on August 26, 2026 with an institutional investor for a registered direct offering. The company agreed to issue and sell an aggregate of 1,200,000 common shares and pre-funded warrants to purchase up to 1,028,940 common shares.¹

The shares were priced at $1.50 apiece and the pre-funded warrants at $1.49999, reflecting a $0.00001 exercise price, both figures before placement agent fees and other offering expenses.¹ The pre-funded warrants are exercisable immediately and may be exercised at any time until all of them are exercised in full.¹

In a concurrent private placement, the company agreed to issue common purchase warrants entitling the holder to buy one common share for each share or pre-funded warrant sold in the registered offering, covering an aggregate of 2,228,940 common shares.¹ These common warrants become exercisable six months after issuance, remain exercisable for five years from that date, and carry a $1.65 exercise price.¹

The offering is expected to close on August 28, 2026, with net proceeds of approximately $2,984,808 after fees and expenses.¹ Pluri said it intends to use the proceeds for corporate development, general purposes, and working capital.¹

A.G.P./Alliance Global Partners is serving as sole placement agent and will receive a cash fee equal to 6.50% of gross proceeds.¹ The securities are being offered under the company's existing shelf registration statement, which the SEC declared effective on September 21, 2023.¹

The purchase agreement restricts the company from issuing new shares or filing related registration statements for 45 days after closing, and bars variable rate transactions for six months, though Pluri may still use an at-the-market facility with A.G.P. after 30 days.¹ Company directors and officers also signed 45-day lock-up agreements restricting sales of their holdings.¹