Zeo ScientifiX and Pluri sign license-for-equity deal, Pluri to own 50%

Zeo ScientifiX, Inc. and Pluri Inc. (Nasdaq and TASE: PLUR) entered into a definitive strategic agreement on October 26, 2026, described as a license-for-equity transaction to expand the parties' U.S. manufacturing and commercialization platform serving the regenerative medicine, aesthetics, wellness, and longevity markets.¹ Pluri is described as a Haifa, Israel-based biotechnology company that is engaged in leveraging its proprietary 3D cell expansion platform.¹

Under the agreement, Pluri will grant Zeo an exclusive license to manufacture and sell Pluri's regenerative medicine products in the United States. At closing, Pluri will grant ZEO an exclusive license to use Pluri's proprietary manufacturing technology to manufacture and commercialize Pluri's present and future regenerative medicine product portfolio in the regenerative medicine field in the United States.¹ Royalty terms are tied to ownership changes: the agreement provides for payment of royalties based on Net Sales, increasing in stages as Pluri's percentage of equity ownership in ZEO decreases.¹

At closing, Pluri will receive stock equal to 41% of Zeo's shares outstanding plus newly created Series D Non-Convertible Preferred Stock, with 50 shares of a newly designated Series D Non-Convertible Preferred Stock¹ issued to Pluri. Following additional exchanges, Pluri will own fifty percent (50%) of ZEO's outstanding Shares.¹ The Series D shares carry outsized voting power: the Series D Preferred Shares collectively represent fifty-one percent (51%) of all votes entitled to be voted on at any annual or special meeting of stockholders.¹

Pluri will also gain board influence, with the right to designate four (4) nominees for director¹ of a seven-member board, and ZEO shall cause Yaky Yanay, Pluri's Chief Executive Officer, to be appointed to the ZEO Board.¹

Zeo also said it intends to align its governance with public company standards to support a potential future uplisting of the Shares to Nasdaq or another national securities exchange.¹

Closing is expected to occur in the fourth quarter of 2026, subject to satisfaction of a number of conditions, including the negotiation of various ancillary agreements, securing certain approvals and the delivery of valuations, as well as other customary closing conditions, with no assurance that closing will occur on the anticipated timeline or at all.¹