Pluri Inc. files S-1 to register 2.23 million shares tied to warrant exercises

Pluri Inc. filed a Form S-1 with the Securities and Exchange Commission on October 6, 2026, covering the resale of up to 2,228,940 common shares issuable upon exercise of warrants held by a single selling shareholder, Armistice Capital Master Fund Ltd., a Cayman Islands exempted company, with the shares deemed beneficially owned by Armistice Capital, LLC as investment manager and Steven Boyd as its Managing Member¹. The fund's address is listed as c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.¹

The warrants trace to a securities purchase agreement dated August 26, 2026. Under that agreement, Pluri agreed to sell 1,200,000 common shares plus pre-funded warrants for up to 1,028,940 additional shares, with each share priced at $1.50 and each pre-funded warrant priced at $1.49999¹. Pluri also issued concurrent private-placement common warrants to purchase one share for each share or pre-funded warrant bought, totaling 2,228,940 shares, exercisable starting six months after issuance for a five-year period at $1.65 per share¹. Net proceeds to Pluri from that offering were $2,984,798 after fees, intended for corporate development, general purposes and working capital.¹

Pluri said it will not receive proceeds from the resale itself but will receive cash proceeds equal to the total exercise price of warrants exercised for cash, or approximately $3,677,751, if all warrants are exercised.¹ Pluri's common shares trade on the Nasdaq Capital Market under "PLUR," last closing at $1.04 on October 5, 2026.¹ Shares outstanding prior to the offering stood at 12,611,335.¹