UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30~~December 31, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission file number 001-31392

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
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number 011-972-74-7108600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares, par value $0.00001		PLUR		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act:

None.

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration was required to submit files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

State the number of shares outstanding of each of the issuer’s classes of common shares as of the latest practicable date: 910,~~253~~050,~~897~~ 743 common shares issued and outstanding as of ~~November~~ February 11, ~~2025~~2026.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PLURI INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of ~~September~~December 3031, 2025

U.S. DOLLARS IN THOUSANDS

(Unaudited)

INDEX

		Page
Interim Condensed Consolidated Balance Sheets (Unaudited)		2
Interim Condensed Consolidated Statements of Operations (Unaudited)		4
Interim Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited)		5
Interim Condensed Consolidated Statements of Cash Flows (Unaudited)		67
Notes to Interim Condensed Consolidated Financial Statements (Unaudited)		78

PLURI INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. Dollars in thousands (except share and per share data)

	Note		~~September~~December 3031, 2025		June 30, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			$	4,~~259~~690	$	5,895
Short-term bank deposits				107,~~797~~792		14,718
Restricted cash				~~428~~224		422
Customer receivables				~~294~~169		236
Prepaid expenses and other current assets				~~1,143~~929		824
Total current assets				1613,~~921~~804		22,095
LONG-TERM ASSETS:
Restricted bank deposits				~~909~~939		879
Severance pay fund				~~654~~591		610
Property and equipment, net				1,~~764~~722		1,823
Intangible assets, net		3		2,748		2,793
Advances for property and equipment				840		420
Intangible assets, net		3		2,703		2,793
Goodwill				3,136		3,136
Operating lease right-of-use asset				6,~~753~~551		6,900
Other long-term assets				~~787~~310		~~447~~27
Total long-term assets				16,~~751~~792		16,588
Total assets			$	3330,~~672~~596	$	38,683

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PLURI INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. Dollars in thousands (except share and per share data)

	Note		~~September~~December 3031, 2025			June 30, 2025
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Trade payables			$	~~877~~1,014		$	866
Accrued expenses				~~884~~566			1,178
Operating lease liability				~~673~~712			659
Accrued vacation and recuperation				~~764~~797			859
Advances from customers				~~105~~44			148
Loan from the European Investment Bank, or EIB		5		27,~~541~~782			27,289
Other accounts payable				1,~~316~~431			1,329
Total current liabilities				32,~~160~~346			32,328
LONG-TERM LIABILITIES
Accrued severance pay				~~723~~619			703
Operating lease liability				6,~~029~~144			6,102
Deferred tax liabilities				~~407~~400			415
Total long-term liabilities				7,159			7,220
Simple Agreement for Future Equity, or SAFE		10		300			-
Total long-term liabilities				7,463			7,220
COMMITMENTS AND CONTINGENCIES		4
SHAREHOLDERS’ DEFICIT
Share capital:		6
Common shares, $0.00001 par value per share: Authorized: 37,500,000 as of September 30, 2025, and June 30, 2025; Issued and outstanding: 8,162,707 and 7,893,767 shares as of September 30, 2025, and June 30, 2025, respectively				*			*
Common shares, $0.00001 par value per share: Authorized: 37,500,000 as of December 31, 2025, and June 30, 2025; Issued and outstanding: 9,977,751 and 7,893,767 shares as of December 31, 2025, and June 30, 2025, respectively				*			*
Additional paid-in capital				~~437~~440,~~545~~840			436,213
Accumulated deficit				(~~448~~455,~~905~~448	)		(443,055	)
Total shareholders’ deficit				(1114,~~360~~608	)		(6,842	)
Non-controlling interests				5,~~713~~395			5,977
Total deficit				(59,~~647~~213	)		(865	)
Total liabilities and deficit			$	3330,~~672~~596		$	38,683

(*)	Less than $1

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PLURI INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

U.S. Dollars in thousands (except share and per share data)

					Three months ended September 30,
			Six months ended December 31								Three months ended December 31,
	Note		2025		~~2025~~		2024		~~2024~~		2025			2024
Revenues			$	514	$	~~316~~	$	511	$	~~326~~	$	198		$	185
Cost of revenues				(313	)	~~(201~~	)	(200	)	~~(126~~	)	(112	)		(74	)
Gross profit				201		~~115~~		311		~~200~~		86			111
Operating expenses:
Research and development expenses			$	(7,910	$)	~~(3,961~~	)$	(6,562	)	~~(3,392~~	)$	(3,949	)	$	(3,170	)
Less: participation by the National Institute of Allergy and Infectious Diseases, or NIAID, the Israeli Innovation Authority, or IIA, and Horizon Europe				153		30		748		~~503~~		123			245
Research and development expenses, net				(7,757	)	~~(3,931~~	)	(5,814	)	~~(2,889~~	)	(3,826	)		(2,925	)
General and administrative expenses				(5,300	)	~~(2,534~~	)	(4,652	)	~~(2,509~~	)	(2,766	)		(2,143	)
Operating loss				(12,856	)	~~(6,350~~	)	(10,155	)	~~(5,198~~	)	(6,506	)		(4,957	)
Other financial income (expenses), net				296		~~439~~		1,437		~~(621~~	)	(143	)		2,058
Interest expenses				(460	)	~~(229~~	)	(428	)	~~(217~~	)	(231	)		(211	)
Total financial income (expenses), net	7	7		(164	)	~~210~~		1,009		~~(838~~	)	(374	)		1,847
Loss before taxes			$	(13,020	$)	~~(6,140~~	)$	(9,146	)	~~(6,036~~	)$	(6,880	)	$	(3,110	)
Tax benefit				16		8		-		-		8			-
Net loss			$	(13,004	$)	~~(6,132~~	)$	(9,146	)	~~(6,036~~	)$	(6,872	)	$	(3,110	)
Net loss attributed to non-controlling interest			$	(611	$)	~~(282~~	)$	(308	)	~~(154~~	)$	(329	)	$	(154	)
Net loss attributed to shareholders			$	(12,393	$)	~~(5,850~~	)$	(8,838	)	~~(5,882~~	)$	(6,543	)	$	(2,956	)
Loss per share:
Basic and diluted net loss per share			$	(1.36	$)	~~(0.65~~	)$	(1.61	)	~~(1.08~~	)$	(0.71	)	$	(0.53	)
Weighted average number of shares used in computing basic and diluted net loss per share				9,127,616		~~8,995,635~~		5,505,915		~~5,459,236~~		9,260,439			5,552,931

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PLURI INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED) U.S. Dollars in thousands (except share and per share data)

	Shareholders’ Equity (Deficit)
	Common Shares					Additional Paid-in		Accumulated			Total Shareholders’			Non- controlling			Total
	Shares		Amount			~~Paid-in~~ Capital		~~Accumulated~~ Deficit			~~Shareholders’~~ Equity (Deficit)			~~controlling~~ Interests			Equity ~~(Deficit)~~
Balance as of July 1, 2024		5,408,212	$	(*)	)	$	420,568	$	(420,472	)	$	96		$	5,319		$	5,415
Share-based compensation to employees, directors, and non-employee consultants		99157,~~092~~237		(*)	)		~~503~~714		-			~~503~~714			55100			~~558~~814
Net loss		-		-			-		(58,~~882~~838	)		(58,~~882~~838	)		(~~154~~308	)		(69,~~036~~146	)
Balance as of September 30, 2024		5,507,304	$	(*	)	$	421,071	$	(426,354	)	$	(5,283	)	$	5,220		$	(63	)
Balance as of December 31, 2024		5,565,449	$	(*)		$	421,282	$	(429,310	)	$	(8,028	)	$	5,111		$	(2,917	)

	Shareholders’ Equity (Deficit)
	Common Shares					Additional Paid-in		Accumulated			Total Shareholders’			Non- controlling			Total
	Shares		Amount			~~Paid-in~~ Capital		~~Accumulated~~ Deficit			~~Shareholders’~~ Equity (Deficit)			~~controlling~~ Interests			Equity ~~(Deficit)~~
Balance as of July 1, 2025		7,893,767	$	(*	)	$	436,213	$	(443,055	)	$	(6,842	)	$	5,977		$	(865	)
Balance as of October 1, 2024		5,507,304	$	(*)		$	421,071	$	(426,354	)	$	(5,283	)	$	5,220		$	(63	)
Share-based compensation to employees, directors, and non-employee consultants		~~268~~58,~~940~~145		(*)	)		~~1,332~~211		-			~~1,332~~211			1845			~~1,350~~256
Net loss		-		-			-		(52,~~850~~956	)		(52,~~850~~956	)		(~~282~~154	)		(63,~~132~~110	)
Balance as of September 30, 2025		8,162,707	$	(*	)	$	437,545	$	(448,905	)	$	(11,360	)	$	5,713		$	(5,647	)
Balance as of December 31, 2024		5,565,449	$	(*)		$	421,282	$	(429,310	)	$	(8,028	)	$	5,111		$	(2,917	)

(*)	Less than $1

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PLURI INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN SHAREHOLDERS’ DEFICIT (UNAUDITED) U.S. Dollars in thousands (except share and per share ~~amounts~~data)

	Three months ended September 30,
	Shareholders’ Equity (Deficit)
	2025			2024
	Common Shares						Additional Paid-in		Accumulated			Total Shareholders’			Non- controlling			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
	Shares			Amount			Capital		Deficit			Equity (Deficit)			Interests			Equity
Net loss	$	(6,132	)	$	(6,036	)
Balance as of July 1, 2025		7,893,767		$	(*)		$	436,213	$	(443,055	)	$	(6,842	)	$	5,977		$	(865	)
Adjustments to reconcile loss to net cash used in operating activities:
Share-based compensation to employees, directors, and non-employee consultants		434,015			(*)			2,084		-			2,084			29			2,113
Depreciation and amortization		130			65
Issuance of common shares and Common Warrants related to the Offering (as defined below), net of issuance costs of $3 (see note 6(3))		625,000			(*)			2,497		-			2,497			-			2,497
Share-based compensation to employees, directors and non-employee consultants		1,350			558
Issuance of common shares under a sales agreement with A.G.P (as defined below), net of issuance costs of $43 (see note 6(1))		22,800			(*)			46		-			46			-			46
Increase in customer receivable		(58	)		(26	)
Exercise of pre-funded warrants (see note 6(2))		1,002,169			(*)			-		-			-			-			-
Increase in prepaid expenses and other current assets and other long-term assets		(659	)		(64	)
Net loss		-			-			-		(12,393	)		(12,393	)		(611	)		(13,004	)
Increase in trade payables		101			150
Balance as of December 31, 2025		9,977,751		$	(*)		$	440,840	$	(455,448	)	$	(14,608	)	$	5,395		$	(9,213	)
Decrease in other accounts payable, accrued vacation and recuperation, deferred tax liabilities and accrued expenses		(410	)		(98	)
Decrease in operating lease right-of-use asset and liability, net		88			87
Decrease (increase) in advances from customers		(43	)		47
Increase in interest receivable on short-term deposits		(24	)		(39	)
Effect of exchange rate changes on cash, cash equivalents, deposits and restricted cash		1			(37	)
Increase in short-term interest payable and exchange rate differences related to the EIB Loan (defined below), net		252			1,338
Decrease in accrued severance pay, net		(24	)		(9	)
Net cash used for operating activities	$	(5,428	)	$	(4,064	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	$	(116	)	$	(208	)
Proceeds from short-term deposits, net		3,966			793
Net cash provided by investing activities	$	3,850		$	585
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS and restricted cash		(22	)		24
Decrease in cash, cash equivalents, restricted cash and restricted bank deposits		(1,600	)		(3,455	)
Cash, cash equivalents, restricted cash and restricted bank deposits at the beginning of the period		7,196			7,671
Cash, cash equivalents, restricted cash and restricted bank deposits at the end of the period	$	5,596		$	4,216
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets:
Cash and cash equivalents		4,259			3,198
Restricted cash		428			365
Long-term restricted bank deposits		909			653
Total cash, cash equivalents, restricted cash and restricted bank deposits	$	5,596		$	4,216
(a) Supplemental disclosure of non-cash activities:
Purchase of property and equipment on credit	$	-		$	19
Lease liabilities arising from obtaining right-of-use assets	$	48		$	18

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Shareholders’ Equity (Deficit)
	Common Shares				Additional Paid-in		Accumulated			Total Shareholders’			Non- controlling			Total
	Shares		Amount		Capital		Deficit			Equity (Deficit)			Interests			Equity
Balance as of October 1, 2025		8,162,707	$	(*)	$	437,545	$	(448,905	)	$	(11,360	)	$	5,713		$	(5,647	)
Share-based compensation to employees, directors, and non-employee consultants		165,075		(*)		752		-			752			11			763
Issuance of common shares and Common Warrants related to the Offering (as defined below), net of issuance costs of $3 (see note 6(3))		625,000		(*)		2,497		-			2,497			-			2,497
Issuance of common shares under a sales agreement with A.G.P, (as defined below), net of issuance costs of $43 (see note 6(1))		22,800		(*)		46		-			46			-			46
Exercise of pre-funded warrants (see note 6(2))		1,002,169		(*)		-		-			-			-			-
Net loss		-		-		-		(6,543	)		(6,543	)		(329	)		(6,872	)
Balance as of December 31, 2025		9,977,751	$	(*)	$	440,840	$	(455,448	)	$	(14,608	)	$	5,395		$	(9,213	)

6(*) Less than $1

~~PLURI~~The ~~INC.~~accompanying notes ~~AND~~are ~~ITS~~an ~~SUBSIDIARIES~~integral part of these unaudited condensed consolidated financial statements

~~NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. Dollars in thousands (except share and per share amounts)~~6

~~NOTE~~PLURI INC. 1:AND -ITS ~~GENERAL~~SUBSIDIARIES

a.INTERIM ~~Pluri~~CONDENSED ~~Inc.,~~CONSOLIDATED aSTATEMENTS ~~Nevada~~OF ~~corporation,~~CASH ~~was~~FLOWS ~~incorporated~~(UNAUDITED) ~~on May 11, 2001~~U. ~~Pluri Inc~~S.’s ~~common~~Dollars ~~shares~~in ~~trade~~thousands on(except ~~the~~share ~~Nasdaq Capital Market~~ and ~~Tel-Aviv~~per ~~Stock~~share Exchange under the symbol “PLUR”. Pluri Inc. has a wholly owned subsidiary, Pluri-Biotech Ltd., or Pluri Biotech, incorporated under the laws of the State of Israel. Pluri Biotech has several subsidiaries, including:amounts)

- Pluristem GmbH, or the German Subsidiary, a wholly owned subsidiary incorporated under the laws of Germany;

	Six months ended December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,004	)	$	(9,146	)
Adjustments to reconcile loss to net cash used in operating activities:

Depreciation and amortization		259			133
Share-based compensation to employees, directors and non-employee consultants		2,113			814
Decrease (increase) in customer receivable		67			(106	)
Decrease (increase) in prepaid expenses, other current assets and other long-term assets		(387	)		231
Increase in trade payables		223			164
Decrease in other accounts payable, accrued vacation and recuperation, deferred tax liabilities and accrued expenses		(587	)		(256	)
Decrease in operating lease right-of-use asset and liability, net		444			235
Increase (decrease) in advances from customers		(104	)		5
Increase in interest receivable on short-term deposits and restricted bank deposits		(63	)		(71	)
Effect of exchange rate changes on cash, cash equivalents, deposits, restricted cash and restricted bank deposits		(22	)		(441	)
Increase (decrease) in short-term interest payable and exchange rate differences related to the EIB Loan (defined below), net		493			(229	)
Decrease in accrued severance pay, net		(65	)		(25	)
Net cash used for operating activities	$	(10,633	)	$	(8,692	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	$	(563	)	$	(320	)
Proceeds from withdrawal of short-term deposits, net		7,071			9,550
Net cash provided by investing activities	$	6,508		$	9,230

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from SAFE	$	300		$	-
Issuance of common shares and warrants, net of issuance costs		2,543			-
Net cash provided by financing activities	$	2,843		$	-

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS and restricted cash		(61	)		81
Increase (decrease) in cash, cash equivalents, restricted cash and restricted bank deposits		(1,343	)		619
Cash, cash equivalents, restricted cash and restricted bank deposits at the beginning of the period		7,196			7,671
Cash, cash equivalents, restricted cash and restricted bank deposits at the end of the period	$	5,853		$	8,290
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets:
Cash and cash equivalents		4,690			7,229
Restricted cash		224			261
Long-term restricted bank deposits		939			800
Total cash, cash equivalents, restricted cash and restricted bank deposits	$	5,853		$	8,290
(a) Supplemental disclosure of non-cash activities:
Purchase of property and equipment on credit	$	15		$	41
Lease liabilities arising from obtaining right-of-use assets	$	44		$	32

-The ~~Ever~~accompanying notes ~~After~~are ~~Foods~~an ~~Ltd.,~~integral orpart ~~Ever After Foods, a majority-owned subsidiary, incorporated under the laws~~ of ~~the~~these ~~State~~unaudited ofcondensed ~~Israel;~~consolidated financial statements

~~- Coffeesai Ltd., or Coffeesai, a wholly owned subsidiary, incorporated under the laws of the State of Israel;~~7

~~- Kokomodo Ltd~~PLURI INC., orAND ~~Kokomodo,~~ITS ~~a majority-owned subsidiary incorporated under the laws of the State of Israel; and - Cellav Health and Aesthetics Ltd., a wholly owned subsidiary, incorporated under the laws of the State of Israel.~~SUBSIDIARIES

~~Unless~~NOTES ~~the~~TO ~~context~~INTERIM ~~otherwise~~CONDENSED ~~requires,~~CONSOLIDATED ~~the~~FINANCIAL ~~terms~~STATEMENTS ~~“Pluri”,~~(UNAUDITED) ~~the “Company”, “we”, “us”, and “our” refer to Pluri Inc~~U.,S. ~~together~~Dollars ~~with~~in ~~Pluri~~thousands ~~Biotech~~(except share and ~~Pluri~~per ~~Biotech’s~~share ~~subsidiaries, or, (collectively, the Subsidiaries~~amounts).

b.NOTE 1: ~~Pluri is a biotechnology company with an advanced cell~~-~~based~~ technology platform, which operates in one operating segment. Pluri has developed a unique three-dimensional cell expansion platform, supported by an in-house, industrial-scale cell manufacturing facility registered as a manufacturer with the U.S. Food and Drug Administration (FDA), and operated in accordance with Good Manufacturing Practice, or GMP, standards, currently on a self-declared basis. Pluri utilizes its proprietary technology across the fields of regenerative medicine, aesthetics and wellness, food technology, agricultural technology and as part of its Contract Development and Manufacturing Organization, or CDMO, business. In addition, Pluri intends to expand the application of its platform to other industries and business sectors requiring scalable and cost-efficient cell expansion solutions. Pluri is dedicated to the research, development, and manufacturing of cell-based products, as well as the commercialization of cell therapeutics and related technologies aimed at delivering innovative solutions across a range of industries.GENERAL

ca. ~~The~~Pluri ~~Company has incurred an accumulated deficit of approximately $448~~Inc.,~~905~~ ~~and~~a ~~incurred~~Nevada ~~recurring operating losses and negative cash flows from operating activities since inception. As of September 30~~corporation, ~~2025,~~was ~~the~~incorporated ~~Company’s~~on ~~total~~May ~~shareholders’ equity deficit amounted to $~~11,~~360.~~ ~~During the three-month period ended September 30, 2025, the Company incurred losses of $6,132 and its negative cash flow from operating activities was $5,428~~2001. ~~The~~Pluri ~~Company will be required to identify additional liquidity resources in the near term in order to support the commercialization of its products and maintain its research and development activities~~Inc.’s Ascommon ofshares ~~September~~trade ~~30,~~on ~~2025,~~ the ~~Company’s~~Nasdaq ~~cash~~Capital ~~balances~~Market ~~(cash~~ and ~~cash equivalents, short~~Tel-~~term~~Aviv ~~bank~~Stock ~~deposits,~~Exchange ~~restricted~~under ~~cash and restricted bank deposits) totaled $16,393. The Company is addressing its liquidity issues by implementing initiatives to allow~~ the ~~continuation~~symbol ~~of its activities~~“PLUR”. ~~The~~Pluri ~~Company’s current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures~~Inc. ~~The~~has Company’s ability to successfully carry out its business plan is primarily dependent upon its ability to (1) obtain sufficient additional capital, (2) enter licensing or other commercial, partnerships and collaboration agreements, (3) provide CDMO services to clients, (4) enter into agreement with EIB regarding a ~~loan~~wholly ~~restructuring,~~owned ~~as detailed below~~subsidiary, ~~and (5) receive other sources of funding, including non~~Pluri-~~dilutive~~Biotech ~~sources such as grants~~Ltd., ~~There~~or isPluri ~~no assurance~~Biotech, ~~however,~~incorporated ~~that~~under the ~~Company~~laws ~~will be successful in obtaining an adequate level~~ of ~~financing needed for~~ the ~~long-term~~State ~~development and commercialization~~ of ~~its products, or any financing at all~~Israel. InPluri ~~the~~Biotech ~~case~~has ~~that~~several ~~the Company is unable to obtain the required level of financing~~subsidiaries, ~~operations may need to be scaled down or discontinued.~~including:

7- Pluristem GmbH, or the German Subsidiary, a wholly owned subsidiary incorporated under the laws of Germany;

~~PLURI~~- ~~INC~~Ever After Foods Ltd., ~~AND~~or ~~ITS~~Ever ~~SUBSIDIARIES~~After Foods, a majority-owned subsidiary, incorporated under the laws of the State of Israel;

~~NOTES~~- TOCoffeesai ~~INTERIM~~Ltd., ~~CONDENSED~~or ~~CONSOLIDATED~~Coffeesai, ~~FINANCIAL~~a ~~STATEMENTS~~wholly ~~(UNAUDITED)~~owned ~~U.S.~~subsidiary, ~~Dollars~~incorporated inunder ~~thousands~~the ~~(except~~laws ~~share~~of ~~and~~the ~~per~~State ~~share~~of ~~amounts)~~Israel;

~~NOTE~~- 1:Kokomodo Ltd., or Kokomodo, a majority-owned ~~GENERAL~~subsidiary ~~(CONT~~incorporated under the laws of the State of Israel; and - Cellav Health and Aesthetics Ltd.), a wholly owned subsidiary, incorporated under the laws of the State of Israel.

~~According~~Unless tothe ~~management~~context ~~estimates~~otherwise requires, the ~~Company~~terms ~~does~~“Pluri”, ~~not have sufficient resources to meet its operating obligations for at least twelve months from~~ the ~~issuance~~“Company”, ~~date~~“we”, of“us”, ~~these~~and ~~interim~~“our” ~~unaudited~~refer ~~condensed~~to ~~consolidated~~Pluri ~~financial statements~~Inc., ~~These~~together ~~conditions~~with ~~raise~~Pluri ~~substantial~~Biotech ~~doubt~~and ~~about~~Pluri ~~the Company~~Biotech’s ~~ability~~subsidiaries, ~~to continue as a going concern. The interim unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets~~ or, ~~liabilities~~collectively, ~~that might be necessary should~~ the ~~Company be unable to continue as a going concern~~Subsidiaries.

db. OnPluri ~~April~~is ~~30,~~a ~~2020,~~biotechnology ~~the~~company ~~German~~operating ~~Subsidiary~~in ~~entered~~one ~~into~~operating asegment, ~~finance~~focused ~~contract~~on the development, ormanufacturing ~~the~~and ~~Finance~~commercialization ~~Contract,~~of ~~with~~cell-based ~~the~~products ~~EIB,~~and ~~pursuant~~technologies. toThe ~~which~~Company’s ~~the~~proprietary ~~German~~three-dimensional ~~Subsidiary~~cell ~~obtained~~expansion aplatform ~~loan~~is insupported by an ~~amount~~in-house, ofindustrial-scale ~~€20~~cell ~~million,~~manufacturing orfacility ~~the~~registered ~~EIB~~as ~~Loan.~~a ~~The~~manufacturer ~~amount~~with ~~received~~the isU.S. ~~due~~Food onand ~~June~~Drug 1Administration, ~~2026~~or FDA, and ~~bears~~operated anin ~~annual~~accordance ~~interest~~with ofGood 4%Manufacturing toPractice, beor ~~paid~~GMP, ~~with~~standards ~~the~~on ~~principal~~a ofself-declared ~~the~~basis. ~~EIB~~Pluri ~~Loan.~~utilizes ~~Discussions~~its ~~with~~technology ~~the~~platform ~~EIB~~to ~~regarding~~enable ascalable ~~potential~~and ~~restructuring~~cost-efficient ofcell ~~the~~expansion ~~EIB~~and ~~Loan,~~to ~~including~~support a ~~possible~~range ~~extension~~ of ~~its~~cell-based ~~maturity~~products, ~~date~~services, ~~are~~therapeutics inand ~~progress~~related technologies. ~~However,~~The ~~there~~platform is nocurrently ~~certainty~~applied asin topractice ~~the~~across ~~outcome~~multiple ofbusiness ~~these~~areas, ~~discussions.~~including Asregenerative ~~of September 30~~medicine, ~~2025,~~aesthetics ~~the linked principal~~ and ~~interest~~wellness, ~~accrued~~food ~~balance~~technology, ~~was~~agricultural ~~$27~~technology,~~541~~ and isthe ~~presented~~Company’s ~~among~~Contract ~~short-term~~Development ~~liabilities~~and ~~(see~~Manufacturing ~~note~~Organization, 5)or CDMO, activities.

~~NOTE~~c. The Company has incurred an accumulated deficit of approximately $455,448 and incurred recurring operating losses and negative cash flows from operating activities since inception. As of December 31, 2025, the Company’s total shareholders’ equity deficit amounted to $14,608. During the six-month period ended December 31, 2025, the Company incurred losses of $13,004 and its negative cash flow from operating activities was $10,633. The Company will be required to identify additional liquidity resources in the near term in order to support the commercialization of its products and maintain its research and development activities. As of December 31, 2025, the Company’s cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $13,645. The Company is addressing its liquidity issues by implementing initiatives to allow the continuation of its activities. The Company’s current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures and a cost-reduction plan. The Company’s ability to successfully carry out its business plan is primarily dependent upon its ability to (1) obtain sufficient additional capital, (2:) enter licensing or other commercial, partnerships and collaboration agreements, (3) provide CDMO services to clients, (4) enter into agreement with EIB regarding a loan restructuring, as detailed below, and (5) receive other sources of funding, including non-dilutive ~~SIGNIFICANT~~sources ~~ACCOUNTING~~such ~~POLICIES~~as grants. There is no assurance, however, that the Company will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of its products, or any financing at all. In the event that the Company is unable to obtain the required level of financing, operations may need to be scaled down or discontinued.

~~a. Unaudited Interim Financial Information~~8

~~The accompanying interim unaudited condensed consolidated financial~~PLURI ~~statements have been prepared in accordance with U~~INC.S. ~~generally~~AND ~~accepted~~ITS accounting principles, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025. The year-end balance sheet data was derived from the audited consolidated financial statements as of June 30, 2025, but not all disclosures required by U.S. GAAP are included.SUBSIDIARIES

~~Operating~~NOTES ~~results~~TO ~~for~~INTERIM ~~the~~CONDENSED ~~three-month period~~CONSOLIDATED ~~ended~~FINANCIAL ~~September~~STATEMENTS ~~30,~~(UNAUDITED) ~~2025,~~U.S. ~~are~~Dollars ~~not~~in ~~necessarily~~thousands ~~indicative~~(except ofshare ~~the~~and ~~results~~per ~~that~~share ~~may be expected for the year ending June 30, 2026.~~amounts)

b.NOTE 1: ~~Significant~~- ~~Accounting~~GENERAL ~~Policies~~(CONT.)

~~The~~According ~~significant~~to ~~accounting~~management ~~policies followed~~estimates, inthe Company has sufficient resources to meet its operating obligations for a period of less than six months from the ~~preparation~~issuance date of these interim unaudited condensed consolidated financial statements. ~~are~~These ~~identical~~conditions raise substantial doubt about the Company’s ability to ~~those~~continue ~~applied~~as ina going concern. The interim unaudited condensed consolidated financial statements do not include any adjustments relating to the ~~preparation~~ recoverability and classification of assets or liabilities that might be necessary should the ~~latest~~Company ~~annual~~be ~~financial~~unable ~~statements~~to continue as a going concern.

cd. ~~Use~~On April 30, 2020, the German Subsidiary entered into a finance contract, or the Finance Contract, with the EIB, pursuant to which the German Subsidiary obtained a loan in an amount of ~~estimates~~€20 million, or the EIB Loan. The amount received is due on June 1, 2026, and bears an annual interest of 4% to be paid with the principal of the EIB Loan. Discussions with the EIB regarding a potential restructuring of the EIB Loan, including a possible extension of its maturity date, are still in progress. However, there is no certainty as to the outcome of these discussions. As of December 31, 2025, the linked principal and interest accrued balance was $27,782 and is presented among short-term liabilities (see note 5).

~~The preparation of financial statements~~NOTE in2: ~~conformity~~- ~~with~~SIGNIFICANT ~~U.S.~~ACCOUNTING GAAP requires management to make estimates, judgments, and assumptions that are reasonable based upon information available at the time they are made. Estimates are primarily used for, but not limited to, percentage of completion in revenue recognition, valuation of forfeiture rate and determining the valuation of the incremental borrowing rate of the lease and terms of leases. These estimates, judgments and assumptions can affect the amounts reported in the financial statements and accompanying notes, and actual results could differ from those estimates.POLICIES

8a. Unaudited Interim Financial Information

~~PLURI~~The accompanying ~~INC~~interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. ~~AND~~generally ~~ITS~~accepted accounting ~~SUBSIDIARIES~~principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025. The year-end balance sheet data was derived from the audited consolidated financial statements as of June 30, 2025, but not all disclosures required by GAAP are included.

~~NOTES~~Operating results TOfor ~~INTERIM~~the ~~CONDENSED~~six-month ~~CONSOLIDATED~~period ~~FINANCIAL~~ended ~~STATEMENTS~~December ~~(UNAUDITED)~~31, ~~U.S.~~2025, ~~Dollars~~are innot ~~thousands~~necessarily ~~(except~~indicative ~~share~~of ~~and~~the ~~per~~results ~~share~~that ~~amounts)~~may be expected for the year ending June 30, 2026.

~~NOTE~~b. 2:Significant -Accounting ~~SIGNIFICANT ACCOUNTING POLICIES (CONT.)~~Policies

d.The significant ~~Fair~~accounting ~~value~~policies followed in the preparation of these interim unaudited condensed consolidated financial ~~instruments~~statements are identical to those applied in the preparation of the latest annual financial statements.

~~The~~c. ~~carrying~~Use ~~amounts~~ of the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term bank deposits and restricted bank deposits and other current assets, trade payable and other accounts payable and accrued expenses, approximate their fair value because of their generally short-term maturities.estimates

The preparation ~~Company~~of ~~measures~~financial ~~its~~statements ~~derivative~~in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that ~~instruments~~are reasonable based upon information available at ~~fair~~the ~~value~~time ~~under~~they ~~Accounting~~are ~~Standards~~made. ~~Codification~~Estimates are primarily used for, orbut ~~ASC~~not limited to, ~~“Fair~~percentage of ~~Value~~completion ~~Measurements~~in ~~and~~revenue ~~Disclosures~~recognition, orvaluation ~~ASC~~of ~~820. Fair~~forfeiture ~~value~~rate isand andetermining ~~exit~~the ~~price,~~valuation ~~representing~~of the ~~amount~~incremental ~~that~~borrowing ~~would~~rate beof the ~~received~~lease toand ~~sell~~terms anof ~~asset~~leases. orThese ~~paid~~estimates, tojudgments ~~transfer~~and aassumptions ~~liability~~can affect the amounts reported in anthe ~~orderly~~financial statements ~~transaction~~and ~~between~~accompanying ~~market~~notes, ~~participants~~and actual results could differ from those estimates.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:9

~~Level~~PLURI INC. 1AND -ITS ~~Quoted prices (unadjusted) in active markets for identical assets or liabilities;~~SUBSIDIARIES

~~Level~~NOTES 2TO -INTERIM ~~Inputs~~CONDENSED ~~other~~CONSOLIDATED ~~than~~FINANCIAL ~~Level~~STATEMENTS 1(UNAUDITED) ~~that~~U.S. ~~are~~Dollars ~~observable~~in ~~for~~thousands ~~the~~(except ~~asset~~share orand ~~liability,~~per ~~either~~share ~~directly or indirectly; and~~amounts)

~~Level~~NOTE 2: 3 - ~~Unobservable~~SIGNIFICANT ~~inputs~~ACCOUNTING ~~for~~POLICIES ~~the asset or liability~~(CONT.)

~~The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value~~d. ~~The~~Fair ~~Company categorized each of its fair~~ value ~~measurements in one~~ of ~~these~~financial ~~three levels of hierarchy.~~instruments

The carrying amounts of the Company’s ~~measures~~financial ~~its~~instruments, ~~liability~~including cash and cash equivalents, restricted cash, short-term bank ~~pursuant~~deposits toand ~~the~~restricted ~~Finance~~bank ~~Contract~~deposits ~~based~~and onother ~~the~~current ~~aggregate~~assets, ~~outstanding~~trade ~~amount~~payable ofand ~~the~~other ~~combined~~accounts ~~principal~~payable and accrued ~~interest~~expenses, ~~thereunder (see~~approximate ~~note~~their 5)fair value because of their generally short-term maturities.

The Company ~~net~~measures ~~income~~its ~~(losses)~~derivative ~~from derivatives~~ instruments ~~recognized~~at infair value under Accounting Standards Codification, or ASC, “~~Financial~~Fair ~~income~~Value ~~(expenses)~~Measurements and Disclosures, ~~net”~~or ~~for~~ASC ~~the~~820. ~~three-month~~Fair ~~period~~value ~~ended~~is ~~September~~an 30exit price, ~~2025~~representing ~~and~~the ~~2024 were~~amount ~~$289 and~~that ~~$50,~~would ~~respectively~~be ~~(see~~received ~~note~~to ~~7),~~sell ~~and~~an ~~were~~asset ~~classified~~or inpaid ~~level~~to transfer 2a onliability ~~the~~in ~~fair~~an ~~value~~orderly ~~hierarchy~~transaction between market participants.

9As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

~~PLURI~~Level ~~INC.~~1 ~~AND~~- ~~ITS~~Quoted ~~SUBSIDIARIES~~prices (unadjusted) in active markets for identical assets or liabilities;

~~NOTES~~Level TO2 ~~INTERIM~~- ~~CONDENSED~~Inputs ~~CONSOLIDATED~~other ~~FINANCIAL~~than ~~STATEMENTS~~Level ~~(UNAUDITED)~~1 ~~U.S.~~that ~~Dollars~~are inobservable ~~thousands~~for ~~(except~~the ~~share~~asset ~~and~~or ~~per~~liability, ~~share~~either ~~amounts)~~directly or indirectly; and

~~NOTE~~Level 2:3 - ~~SIGNIFICANT~~Unobservable ~~ACCOUNTING~~inputs ~~POLICIES~~for ~~(CONT~~the asset or liability.)

eThe fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ~~New~~The ~~Accounting~~Company ~~Pronouncements~~categorized each of its fair value measurements in one of these three levels of hierarchy.

~~Recently~~The Company ~~issued~~measures ~~accounting~~its ~~pronouncements,~~liability ~~not~~pursuant ~~yet~~to ~~adopted~~the Finance Contract based on the aggregate outstanding amount of the combined principal and accrued interest thereunder (see note 5).

~~ASU~~The net ~~No.~~income ~~2023-09~~from -derivatives instruments recognized in “~~Income Taxes~~Financial ~~(Topic~~income ~~740~~(expenses):, ~~Improvements~~net” amounted to ~~Income~~$53 ~~Tax~~for ~~Disclosures”~~each of the three-month periods ended December 31, or2025 ~~ASU~~and ~~2023~~2024 and for the six-~~09:~~month periods ended December 31, 2025 and 2024 were $342 and $103, respectively (see note 7), and were classified in level 2 on the fair value hierarchy.

In ~~December 2023~~ addition, the ~~Financial~~Company ~~Accounting Standards~~holds ~~Board,~~a orSAFE ~~FASB~~instrument, ~~issued~~which ~~ASU 2023-09. This guidance~~ is ~~intended~~classified towithin ~~enhance~~Level ~~the~~3 ~~transparency and decision usefulness~~ of ~~income tax disclosures. The amendments in ASU 2023-09 address investors’ requests for enhanced income tax information primarily through changes to~~ the ~~tax~~fair ~~rate~~value ~~reconciliation~~hierarchy ~~and~~(see ~~regarding~~note ~~income tax paid both in the U~~10).S. and in foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis. Early adoption and retroactive application are permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

~~ASU No. 2024-03 - “Income Statement: Reporting Comprehensive Income - Expense Disaggregation Disclosures”, or ASU 2024-03:~~10

~~In November 2024, the FASB issued ASU~~PLURI 2024-03, which requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion), which are included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expensesINC. ~~ASU~~AND ~~2024-03~~ITS is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03, or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.SUBSIDIARIES

~~ASU~~NOTES ~~No.~~TO ~~2025-05~~INTERIM -CONDENSED ~~“Financial Instruments~~CONSOLIDATED -FINANCIAL ~~Credit~~STATEMENTS ~~Losses~~ (~~Topic 326~~UNAUDITED): ~~Measurement~~U.S. ofDollars ~~Credit~~in ~~Losses~~thousands ~~for~~(except ~~Accounts~~share ~~Receivable~~ and ~~Contract~~per ~~Assets”,~~share ~~or ASU 2025-05:~~amounts)

InNOTE ~~July 2025, the FASB issued ASU~~2: ~~2025~~-~~05.~~ ~~This~~SIGNIFICANT ~~amendment~~ACCOUNTING ~~introduces~~POLICIES ~~a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets~~(CONT. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.)

~~ASU No~~e. ~~2025-07~~New -Accounting “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”, or ASU 2025-07:Pronouncements

InRecently ~~September 2025, the FASB~~ issued ~~ASU~~ ~~2025-07, which refines the scope of derivative~~ accounting ~~under Topic 815 and clarifies the treatment of share-based noncash consideration under ASC 606. This update is effective for annual periods beginning after December 15~~pronouncements, ~~2026,~~not ~~including~~yet interim periods within those annual periods, with early adoption permitted. Entities may apply the amendments prospectively to new contracts or retrospectively with a cumulative-effect adjustment. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.adopted

~~NOTE~~ASU No. 3:2023-09 - ~~INTANGIBLE~~“Income ~~ASSETS~~Taxes (Topic 740): Improvements to Income Tax Disclosures”, ~~NET~~or ASU 2023-09:

	Three months ended September 30,
	2025
Cost:
Cocoa cell growth and application platform	$	2,685
Ability to develop additional applications		138
Total cost		2,823
Accumulated amortization:
Cocoa cell growth and application platform		75
Ability to develop additional applications		-
Total accumulated amortization		75
Intangible assets, net	$	2,748

In December 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-09. This guidance is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investors’ requests for enhanced income tax information primarily through changes to the tax rate reconciliation and regarding income tax paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024, on a prospective basis. Early adoption and retroactive application are permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures

~~Amortization~~ASU No. ~~expenses~~2024-03 ~~amounted~~- to“Income ~~$45 for~~Statement: ~~the~~Reporting ~~three-month~~Comprehensive ~~period~~Income ~~ended~~- ~~September~~Expense 30Disaggregation Disclosures”, ~~2025.~~or ASU 2024-03:

~~During~~In November 2024, the ~~three~~FASB issued ASU 2024-~~month~~03, ~~period~~which ~~ended~~requires more detailed information about specified categories of expenses (purchases ~~September~~of 30inventory, ~~2025~~employee compensation, nodepreciation, ~~impairment~~amortization, ~~losses~~and ~~were~~depletion), ~~recorded~~which are included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03, or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

10ASU No. 2025-05 - “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, or ASU 2025-05:

~~PLURI~~In July ~~INC~~2025, the FASB issued ASU 2025-05. ~~AND~~This ~~ITS~~amendment ~~SUBSIDIARIES~~introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

~~NOTES~~ASU No. TO2025-07 ~~INTERIM~~- ~~CONDENSED~~“Derivatives ~~CONSOLIDATED~~and ~~FINANCIAL~~Hedging ~~STATEMENTS~~ (~~UNAUDITED~~Topic 815) ~~U.S.~~and ~~Dollars~~Revenue infrom ~~thousands~~Contracts with Customers (~~except~~Topic ~~share~~606): Derivatives Scope Refinements and ~~per~~Scope ~~share~~Clarification ~~amounts)~~for Share-Based Noncash Consideration from a Customer in a Revenue Contract”, or ASU 2025-07:

~~NOTE~~In September 4:2025, the FASB issued ASU 2025-07, ~~COMMITMENTS~~which ~~AND~~refines ~~CONTINGENCIES~~the scope of derivative accounting under Topic 815 and clarifies the treatment of share-based noncash consideration under ASC 606. This update is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. Entities may apply the amendments prospectively to new contracts or retrospectively with a cumulative-effect adjustment. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

aASU No. ~~As of September 30,~~ 2025,-10 an– ~~amount~~“Government ofGrants ~~$1,337~~(Topic of832): ~~cash~~Accounting ~~and~~for ~~deposits~~Government ~~was~~Grants ~~pledged~~Received by ~~Pluri~~Business ~~Biotech to secure its credit line~~Entities”, ~~lease~~or ~~agreement, derivative and hedging and bank guarantees, and by Ever After Foods to secure its lease agreement.~~ASU 2025-10:

b.In December ~~Under~~2025, the ~~Law~~FASB ~~for~~issued ~~the~~ASU ~~Encouragement of Industrial Research and Development~~2025-10, ~~1984,~~which orestablishes ~~the~~authoritative ~~Research~~guidance ~~Law,~~in ~~research~~GAAP ~~and~~about ~~development~~accounting ~~programs~~for ~~that~~government ~~meet~~grants ~~specified criteria and are approved~~ received by ~~the~~business ~~IIA are eligible for grants of up to 50% of the project’s expenditures~~entities, asand ~~determined~~clarifies by the ~~research~~appropriate ~~committee~~accounting, in ~~exchange~~an ~~for~~effort ~~the payment of royalties from the sale of products developed under the program. Regulations under the Research Law generally provide for the payment of royalties~~ to ~~the~~reduce ~~IIA~~diversity ofin 3%practice, onand ~~sales~~increase consistency of ~~products~~application ~~and~~across ~~services~~business ~~derived from a technology developed using these grants until 100% of the U~~entities.S. ~~dollar~~ASU 2025-~~linked~~10 ~~grant~~ is ~~repaid.~~effective ~~The~~for ~~Company’s~~annual ~~obligation~~reporting toperiods ~~pay~~beginning ~~these~~after ~~royalties~~December is15, ~~contingent~~2028, ~~on its actual sale of such products~~ and interim ~~services.~~reporting Inperiods ~~the~~within ~~absence~~those ofannual ~~such~~reporting ~~sales, no payment is required~~periods. ~~The~~Adoption ~~outstanding~~can ~~balance of the grants will~~ be ~~subject~~applied toeither ~~interest~~in at a ~~rate~~modified ~~equal~~prospective toapproach, ~~the~~a modified ~~12-month~~retrospective ~~secured overnight financing rate~~approach, or ~~SOFR,~~a ~~applicable~~retrospective ~~to U~~approach.S. ~~dollar~~Early ~~deposits~~adoption ~~that~~ is ~~published on the first business day of each calendar year~~permitted. ~~Following~~The ~~the~~Company ~~full repayment of the grant, there~~ is nocurrently ~~further~~evaluating ~~liability~~this ~~for royalties. As of September 30, 2025, the Company’s contingent liability in respect~~ guidance to ~~royalties~~determine to the ~~IIA~~impact ~~amounted~~it tomay ~~$28,055,~~have ~~not~~on ~~including~~its ~~SOFR~~consolidated ~~interest~~financial asstatements ~~described above~~disclosures.

cASU No. In April 2017, the Company was awarded a Smart Money grant of approximately $229 from Israel’s Ministry of Economy and Industry to facilitate certain marketing and business development activities with respect to its advanced cell therapy products in the Chinese market, including Hong Kong. The Israeli government granted the Company budget resources that are intended to be used to advance the Company’s product candidate towards marketing in the China2025-~~Hong~~11 ~~Kong~~– ~~markets.~~“Interim ~~The~~Reporting ~~Company~~(Topic ~~will~~270): also receive support from Israel’s trade representatives stationed in China, including Hong Kong, along with experts appointed by the Smart Money program. As part of the program, the Company will repay royalties of 5% of the Company’s revenues in the region for a fiveNarrow-~~year~~Scope ~~period~~Improvements”, ~~beginning in the year in which the Company will not be entitled to reimbursement of expenses under the program and will be spread for a period of up to 5 years~~ or ~~until~~ASU the amount of the grant is fully paid. As of August 4, 2022, the grant from this Smart Money program received was approximately $180 and the program has ended. To date, no royalties were paid or accrued.2025-11:

d. In December ~~September 2017~~2025, the ~~Company~~FASB ~~signed~~issued anASU ~~agreement~~2025-11, ~~with~~which clarifies interim disclosure requirements and the ~~Tel-Aviv~~applicability ~~Sourasky~~of ~~Medical~~Topic ~~Center,~~270. orThe ~~Ichilov~~objective of ~~Hospital,~~the amendments is to ~~conduct~~provide afurther ~~Phase~~clarity ~~I/II~~about ~~trial~~the ofcurrent ~~PLX~~interim disclosure requirements. ASU 2025-~~PAD~~11 ~~cell~~is ~~therapy~~effective for ~~the~~interim reporting ~~treatment~~periods ofwithin ~~Steroid-Refractory~~annual ~~Chronic~~reporting ~~Graft-Versus-Host-Disease,~~periods orbeginning ~~GVHD.~~after AsDecember ~~part~~15, of2027. ~~the~~Adoption ~~agreement~~can ~~with~~be ~~Ichilov~~applied ~~Hospital,~~either ~~the~~on ~~Company~~a ~~will~~prospective or ~~pay~~a ~~royalties~~retrospective ofapproach. 1%Early ~~from~~adoption ~~its~~is ~~net~~permitted. ~~sales~~The ofCompany ~~the~~is ~~PLX-PAD~~currently ~~product~~evaluating ~~relating~~this guidance to ~~GVHD,~~determine ~~with~~the aimpact ~~maximum~~it may ~~aggregate~~have ~~royalty~~on ~~amount~~its ofconsolidated ~~approximately~~financial ~~$500~~statements disclosures.

~~e. As to potential royalties to the EIB, see note 5.~~11

11PLURI INC. AND ITS SUBSIDIARIES

~~PLURI~~NOTES ~~INC~~TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. ~~AND~~Dollars ~~ITS~~in ~~SUBSIDIARIES~~thousands (except share and per share amounts)

~~NOTES~~NOTE TO3: - ~~INTERIM~~INTANGIBLE ~~CONDENSED~~ASSETS, ~~CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. Dollars in thousands (except share and per share amounts)~~NET

NOTE 5: - LOAN FROM THE EIB

	December 31,
	2025
Cost:
Cocoa cell growth and application platform	$	2,685
Ability to develop additional applications		138
Total cost		2,823
Accumulated amortization:
Cocoa cell growth and application platform		120
Ability to develop additional applications		-
Total accumulated amortization		120
Intangible assets, net	$	2,703

~~On April 30, 2020, the German Subsidiary~~Amortization ~~entered~~expenses ~~the~~amounted ~~Finance Contract with the EIB, pursuant~~ to ~~which~~$45 itand ~~may~~$90 ~~obtain~~for ~~a loan of up to €50 million, subject to~~ the ~~achievement of certain milestones. Such EIB Loan is structured to be disbursed in~~ three-month ~~tranches~~and ~~over a 36~~six-month ~~period~~periods ~~from~~ended ~~the~~December ~~date of the agreement: the first tranche of €20 million~~31, ~~the second tranche of €18 million~~2025, ~~and the third tranche of €12 million~~respectively.

~~The tranches were treated independently,~~During ~~each~~the ~~with~~three-month ~~its own interest rate~~ and ~~maturity~~six-month ~~period.~~periods ~~The~~ended ~~annual~~December ~~interest~~31, ~~rate is 4% (consisting of a 4% deferred interest rate payable upon maturity); for the first tranche~~2025, 4%no ~~(consisting~~impairment oflosses awere 1% fixed interest rate and a 3% deferred interest rate payable upon maturity) for the second tranche and 3% (consisting of a 1% fixed interest rate and a 2% deferred interest rate payable upon maturity) for the third trancherecorded.

InNOTE ~~addition to any interest payable~~4: on the EIB Loan, the EIB is entitled to receive royalties from future revenues for a period of seven years, starting at the beginning of fiscal year 2024 and continuing up to and including its fiscal year 2030. The royalty amounts range from 0.2% to 2.3% of the Company’s consolidated revenues and is pro-~~rated~~ toCOMMITMENTS ~~the~~AND ~~amount disbursed under the loan. As of September 30, 2025, and June 30, 2025, the Company had an accrued royalty in the amount of $15 and $12, respectively.~~CONTINGENCIES

~~During June 2021, Pluri received the first tranche in an amount of €20 million of the Finance Contract~~a. ~~The amount received is due on June 1, 2026, and bears annual interest of 4% to be paid with the principal of the EIB Loan.~~ As of ~~September~~December 3031, 2025, ~~the~~an ~~linked principal balance in the~~ amount of $231,~~477~~163 ~~and the~~of ~~interest~~cash ~~accrued~~and indeposits ~~the~~was ~~amount~~pledged ofby ~~$4,064~~Pluri ~~are~~Biotech ~~presented~~to ~~among~~secure ~~short-term~~its ~~liabilities.~~credit ~~Since~~line, ~~the~~lease ~~36-month~~agreement, ~~period~~derivative ofand ~~the~~hedging ~~Finance~~and ~~Contract has~~bank ~~ended~~guarantees, ~~the~~and ~~Company~~by ~~does~~Ever ~~not~~After ~~expect~~Foods to ~~receive~~secure ~~additional~~its ~~funds~~lease ~~pursuant to the Finance Contract~~agreement.

~~The~~b. ~~Finance~~Under ~~Contract~~the ~~also~~Law ~~contains certain~~for ~~limitations~~the ~~such~~Encouragement asof ~~the~~Industrial ~~use~~Research ofand ~~proceeds~~Development, ~~received~~1984, ~~from~~or the ~~EIB~~Research Law, ~~limitations~~research ~~related~~and todevelopment ~~disposal~~programs ofthat ~~assets,~~meet ~~substantive~~specified ~~changes in~~criteria and are approved by the ~~nature~~IIA are eligible for grants of up to 50% of the ~~Company~~project’s ~~business~~expenditures, ~~changes~~as indetermined ~~holding~~by ~~structure~~the research committee, ~~distributions~~in exchange for the payment of ~~future~~royalties ~~potential~~from ~~dividends~~the ~~and~~sale ~~engaging with~~of ~~other~~products ~~banks~~developed ~~and~~under ~~financing~~the ~~entities~~program. Regulations under the Research Law generally provide for ~~other~~the ~~loans~~payment of royalties to the IIA of 3% on sales of products and services derived from a technology developed using these grants until 100% of the U.S. dollar-linked grant is repaid. The Company’s ~~continues~~obligation to ~~engage~~pay inthese ~~discussions~~royalties ~~with~~is ~~the~~contingent ~~EIB~~on ~~regarding~~its aactual ~~potential restructuring~~sale of such products and services. In the ~~EIB~~absence ~~Loan~~of such sales, ~~including~~no payment is required. The outstanding balance of the grants will be subject to interest at a ~~possible~~rate ~~extension~~equal to the 12-month secured overnight financing rate, or SOFR, applicable to U.S. dollar deposits that is published on the first business day of ~~its~~each ~~maturity~~calendar ~~date~~year. ~~However~~Following the full repayment of the grant, there is no ~~certainty~~further asliability for royalties. As of December 31, 2025, the Company’s contingent liability in respect to royalties to the ~~outcome~~IIA ~~of these~~amounted ~~discussions~~to $28,021, not including SOFR interest as described above.

~~NOTE~~c. 6:In April 2017, the Company was awarded a Smart Money grant of approximately $229 from Israel’s Ministry of Economy and Industry to facilitate certain marketing and business development activities with respect to its advanced cell therapy products in the Chinese market, including Hong Kong. The Israeli government granted the Company budget resources that are intended to be used to advance the Company’s product candidate towards marketing in the China-Hong ~~SHAREHOLDERS~~Kong markets. The Company will also receive support from Israel’s ~~EQUITY~~trade representatives stationed in China, including Hong Kong, along with experts appointed by the Smart Money program. As part of the program, the Company will repay royalties of 5% of the Company’s revenues in the region for a five-year period, beginning in the year in which the Company will not be entitled to reimbursement of expenses under the program and will be spread for a period of up to 5 years or until the amount of the grant is fully paid. As of August 4, 2022, the grant from this Smart Money program received was approximately $180 and the program has ended. To date, no royalties were paid or accrued.

(1)

On February 13, 2024 the Company entered into an Open Market Sales Agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., which provides that upon the terms and subject to the conditions and limitations in the Sales Agreement, the Company may elect, from time to time, to offer and sell common shares having an aggregate offering price of up to $10,000 through A.G.P. acting as sales agent. As of September 30, 2025, the Company sold 42,729 common shares under the Sales Agreement at an average price of $5.93 per share.

(2)

On October 23, 2025, subsequent to the balance sheet date, 1,002,169 pre-funded warrants were exercised into 1,002,169 common shares of the Company, at a nominal exercise price of $0.0001 per share.

In September 2017, the Company signed an agreement with the Tel-Aviv Sourasky Medical Center, or Ichilov Hospital, to conduct a Phase I/II trial of PLX-PAD cell therapy for the treatment of Steroid-Refractory Chronic Graft-Versus-Host-Disease, or GVHD. As part of the agreement with Ichilov Hospital, the Company will pay royalties of 1% from its net sales of the PLX-PAD product relating to GVHD, with a maximum aggregate royalty amount of approximately $500.

~~(3)~~e. ~~Share~~As ~~options,~~to ~~restricted~~potential ~~share~~royalties ~~units,~~to orthe ~~RSUs~~EIB, ~~and~~see ~~restricted~~note ~~shares, or RS, to employees, directors and consultants:~~5.

The Company adopted the 2016 Equity Compensation Plan, or the 2016 Plan, and the 2019 Equity Compensation Plan, or together, the Plans. Under the Plans, share options, RS and RSUs may be granted to the officers, directors, employees and consultants of the Company.12

12PLURI INC. AND ITS SUBSIDIARIES

~~PLURI~~NOTES ~~INC~~TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. ~~AND~~Dollars ~~ITS~~in ~~SUBSIDIARIES~~thousands (except share and per share amounts)

~~NOTES~~NOTE TO5: - ~~INTERIM~~LOAN ~~CONDENSED~~FROM ~~CONSOLIDATED~~THE ~~FINANCIAL~~EIB ~~STATEMENTS (UNAUDITED) U.S. Dollars in thousands (except share and per share amounts)~~

~~NOTE~~On April 6:30, 2020, the German Subsidiary entered the Finance Contract with the EIB, pursuant to which it may obtain a loan of up to €50 million, subject to the achievement of certain milestones. Such EIB Loan is structured to be disbursed in three tranches over a 36-month period ~~SHAREHOLDERS’~~from ~~EQUITY~~the ~~(CONT~~date of the agreement: the first tranche of €20 million, the second tranche of €18 million, and the third tranche of €12 million.)

aThe tranches were treated independently, each with its own interest rate and maturity period. ~~Options~~The toannual ~~non-employee~~interest ~~consultants:~~rate is 4% (consisting of a 4% deferred interest rate payable upon maturity); for the first tranche, 4% (consisting of a 1% fixed interest rate and a 3% deferred interest rate payable upon maturity) for the second tranche and 3% (consisting of a 1% fixed interest rate and a 2% deferred interest rate payable upon maturity) for the third tranche.

AIn addition ~~summary~~to any interest payable on the EIB Loan, the EIB is entitled to receive royalties from future revenues for a period of seven years, starting at the ~~share~~beginning ~~options~~of ~~granted~~fiscal year 2024 and continuing up to ~~non-employee~~and including its fiscal year 2030. The royalty amounts range ~~consultants~~from ~~under~~0.2% to 2.3% of the ~~Plans~~Company’s byconsolidated ~~Pluri~~revenues ~~Inc~~and is pro-rated to the amount disbursed under the loan. As of December 31, 2025, and ~~Pluri~~June ~~Biotech~~30, is2025, asthe ~~follows:~~ Company had an accrued royalty in the amount of $5 and $12, respectively.

	Three months ended September 30, 2025
	Number			Weighted average exercise price		Weighted average remaining contractual terms (in years)		Aggregate intrinsic value price
Share options outstanding at the beginning of the period		10,755		$	6.23		4.23	$	24
Share options exercised		(1,375	)		-		-		-
Share options outstanding and exercisable at end of the period		9,380		$	7.14		4.21	$	14
Share options vested and exercisable at the end of the period		9,380		$	7.14		4.21	$	14

During June 2021, Pluri received the first tranche in an amount of €20 million of the Finance Contract and does not expect to receive additional funds, since the 36-month period of the Finance Contract has ended. The amount received is due on June 1, 2026, and bears annual interest of 4% to be paid with the principal of the EIB Loan. As of December 31, 2025, the linked principal balance in the amount of $23,483 and the interest accrued in the amount of $4,299 are presented among short-term liabilities.

b.The Finance ~~Options~~Contract also contains certain limitations such as the use of proceeds received from the EIB, limitations related to disposal of assets, substantive changes in the ~~Chief~~nature ~~Executive~~of ~~Officer~~the Company’s business, orchanges ~~CEO~~in holding structure, distributions of future potential dividends and engaging with other banks and financing entities for other loans. Discussions with the EIB regarding a ~~Former~~potential ~~Director:~~restructuring of the EIB Loan, including a possible extension of its maturity date, are still in progress. However, there is no certainty as to the outcome of these discussions.

ANOTE ~~summary of the share options granted~~6: to- ~~the~~SHAREHOLDERS’ ~~CEO and to a former director under the Plans by Pluri Inc. and Pluri Biotech is as follows:~~EQUITY

		Three months ended September 30, 2025
(1)	On February 13, 2024 the Company entered into an Open Market Sales Agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., which provides that upon the terms and subject to the conditions and limitations in the Sales Agreement, the Company may elect, from time to time, to offer and sell common shares having an aggregate offering price of up to $10,000 through A.G.P. acting as sales agent. During the second quarter of fiscal year 2026, the Company sold 22,800 common shares under the Sales Agreement at a weighted average price of $3.90 per share, with issuance expenses of $43. As of December 31, 2025, the Company had sold a total of 65,529 common shares under the Sales Agreement at a weighted average price of $5.23 per share.
		Number		Weighted average exercise price		Weighted average remaining contractual terms (in years)
(2)	On October 23, 2025, 1,002,169 pre-funded warrants were exercised into 1,002,169 common shares of the Company, at a nominal exercise price of $0.0001 per share.
Share options outstanding at the beginning of the period			240,291	$	14.82		1.42
(3)	On December 8, 2025, the Company entered into a Securities Purchase Agreement, or the Securities Purchase Agreement, with Chutzpah Holdings LP, a limited partnership beneficially owned by Mr. Alexandre Weinstein, a non-U.S. investor and an existing shareholder and director of the Company, relating to a private placement offering, or the Offering, of: (i) 625,000 common shares of the Company, and (ii) warrants, or the Common Warrants, to purchase up to 625,000 common shares. The Offering price per share and accompanying warrant was $4.00. The Common Warrants were exercisable immediately and have an exercise price of $4.25 per share and will be exercisable until June 30, 2026. The Offering closed on December 30, 2025, and the gross proceeds to the Company were $2,500, net of $3 of issuance expenses.
Share options outstanding at the end of the period			240,291	$	14.82		1.17
Share options vested and exercisable at the end of the period			240,291	$	14.82		1.17

~~As of September 30, 2025, the aggregate intrinsic value of these options was $0.~~13

~~On October 15, 2025, subsequent to~~PLURI the balance sheet date, the Company’s Board of Directors, or the Board, approved a grant of equity awards to the Company’s CEO, in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025INC. ~~The~~AND ~~approved equity~~ITS awards consist of (i) 39,050 RSUs which are fully vested (see also item c), and (ii) stock options to purchase 39,050 common shares of the Company which are fully vested and exercisable for a period of three years at an exercise price of $5.00 per share. Since only share-based awards, rather than cash compensation, were granted for such achievement of performance objectives for fiscal year 2025, the provision previously recorded in the amount of approximately $41, was reversed.SUBSIDIARIES

~~The~~NOTES ~~Board~~TO ~~further~~INTERIM ~~approved,~~CONDENSED ~~contingent upon~~CONSOLIDATED ~~the~~FINANCIAL ~~achievement~~STATEMENTS ~~of certain objectives and accomplishments by December 31, 2025, the future grant to the CEO of~~ (iUNAUDITED) ~~9,266 RSUs, and (ii) stock options to purchase 9,266 common shares of the Company~~U.S. ~~The~~Dollars ~~grant~~in ~~date~~thousands of(except ~~such~~share ~~RSUs~~ and ~~stock options, if awarded, will be the date on which the applicable objectives are satisfied, and the stock options will be exercisable for three years at an exercise price of $5.00~~ per share. amounts)

13NOTE 6: - SHAREHOLDERS’ EQUITY (CONT.)

~~PLURI~~(4) ~~INC~~On January 20, 2026, subsequent to the balance sheet date, the Company received a notice from The Nasdaq Stock Market LLC, or Nasdaq, stating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2) due to failure to maintain a minimum of $35,000 market value of listed securities, or MVLS, which is required for continued listing on The Nasdaq Capital Market, nor is it in compliance with either of the alternative listing standards, including having stockholders’ equity of at least $2,500 or net income of $500 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. ~~AND~~Pursuant ~~ITS~~to ~~SUBSIDIARIES~~the Notice, and in accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq provided the Company with 180 calendar days, until July 20, 2026, to regain compliance. Nasdaq indicated that the Company may regain compliance if the Company’s MVLS closes at $35,000 or more for at least 10 consecutive business days (unless Nasdaq requires a longer period, generally no more than 20 business days). If the Company does not regain compliance by the end of such compliance period, Nasdaq may notify the Company that its securities are subject to delisting, at which time the Company may be eligible to appeal to a Nasdaq Hearings Panel, which would stay any suspension or delisting action during the appeal process. The Company is evaluating options to regain compliance; however, there can be no assurance that it will be able to do so. A delisting could adversely affect the liquidity and market price of the Company’s common shares and the Company’s access to capital. The Notice has no immediate effect on the listing or trading of the Company’s common shares, which will continue to trade on The Nasdaq Capital Market under the symbol “PLUR”.

~~NOTES~~(5) TOShare ~~INTERIM~~options, ~~CONDENSED~~restricted ~~CONSOLIDATED~~share ~~FINANCIAL~~units, ~~STATEMENTS~~or ~~(UNAUDITED)~~RSUs, ~~U.S.~~and ~~Dollars~~restricted inshares, ~~thousands~~or ~~(except~~RS, ~~share~~to ~~and~~employees, ~~per~~directors ~~share~~and ~~amounts)~~consultants:

~~NOTE~~The Company 6:adopted -the ~~SHAREHOLDERS’~~2016 ~~EQUITY~~Equity Compensation Plan (~~CONT.~~amended and restated as of June 30, 2025), or the 2016 Plan, and the 2019 Equity Compensation Plan, or together, the Plans. Under the Plans, share options, RS and RSUs may be granted to the officers, directors, employees and consultants of the Company.

ca. ~~RSUs~~Options to ~~employees~~non-employee ~~and directors~~consultants:

~~The~~A summary ~~following~~of ~~table summarizes~~ the ~~activity~~ ~~related~~share tooptions ~~unvested RSUs~~ granted to ~~employees~~non-employee ~~and~~consultants ~~directors~~ under the Plans by Pluri Inc. and Pluri Biotech, ~~for~~is ~~the~~as ~~three-month period ended September 30, 2025~~follows:

	Three months ended September 30, 2025
	Six months ended December 31, 2025
	Number			Weighted average exercise price		Weighted average remaining contractual terms (in years)		Aggregate intrinsic value price
Unvested at the beginning of the period		634,763
Share options outstanding at the beginning of the period		10,755		$	6.23		4.23	$	24
Granted		20,000
Share options exercised		(1,375	)		-		-		-
Forfeited		(16,460	)
Share options outstanding at end of the period		9,380		$	7.14		3.95	$	9
Vested		(91,754	)
Share options vested and exercisable at the end of the period		9,380		$	7.14		3.95	$	9
Unvested at the end of the period		546,549
Expected to vest after the end of the period		503,173

~~The fair value of all RSUs was determined based on the closing trading price of the Company’s shares known at the grant date~~b. ~~The~~Options ~~weighted~~to ~~average grant date fair value of RSUs granted during~~ the ~~three-month~~Chief ~~period~~Executive ~~ended~~Officer, ~~September~~or 30CEO, ~~2025 to employees~~ and ~~directors~~a ~~was~~Former ~~$4.89 per share.~~Director:

~~Unamortized~~A summary ~~compensation~~of ~~expenses~~the ~~related to~~share ~~RSUs~~options granted to ~~employees~~the CEO and ~~directors~~to a former director under the Plans by Pluri Inc. and Pluri Biotech ~~are~~is ~~approximately~~as ~~$1,131 to be recognized by the end of September 2028.~~follows:

d. RSUs and RS to consultants:

	Six months ended December 31, 2025
	Number		Weighted average exercise price		Weighted average remaining contractual terms (in years)
Share options outstanding at the beginning of the period		240,291	$	14.82		1.42
Share options granted		39,050	$	5.00		2.79
Share options outstanding at the end of the period		279,341	$	13.45		1.18
Share options vested and exercisable at the end of the period		279,341	$	13.45		1.18

~~The~~During the ~~following~~three-month ~~table~~and ~~summarizes~~six-month ~~the activity~~periods ~~related~~ended toDecember ~~unvested~~31, ~~RSUs~~2025, compensation expenses recorded in general and RSadministrative expenses related to options granted to ~~non-employee~~the ~~consultants~~CEO (as detailed below) by Pluri Inc. and Pluri Biotech ~~for~~were ~~the~~$83 and ~~three-month period ended September 30~~$83, ~~2025:~~respectively.

	Three months ended September 30,
	2025
	Number
Unvested at the beginning of the period		24,551
Granted		170,016
Forfeited		(4,688	)
Vested		(175,811	)
Unvested at the end of the period		14,068
Expected to vest after the end of the period		14,068

~~The fair value of all RSUs was determined~~PLURI ~~based on the closing trading price of the Company’s shares known at the grant date~~INC. ~~The~~AND ~~weighted~~ITS ~~average grant date fair value of RSUs granted during the three-month period ended September 30, 2025 granted to non-employee consultants was $4.93 per share.~~SUBSIDIARIES

~~Unamortized~~NOTES ~~compensation~~TO ~~expenses~~INTERIM ~~related to~~CONDENSED ~~RSUs~~CONSOLIDATED ~~and~~FINANCIAL RSSTATEMENTS ~~granted~~(UNAUDITED) ~~to consultants by Pluri Inc~~U.S. ~~and~~Dollars ~~Pluri~~in ~~Biotech~~thousands ~~are~~(except ~~approximately~~share ~~$746~~and toper beshare ~~recognized by the end of February 2028.~~amounts)

14NOTE 6: - SHAREHOLDERS’ EQUITY (CONT.)

~~PLURI~~As of ~~INC.~~December ~~AND~~31, ~~ITS~~2025, ~~SUBSIDIARIES~~the aggregate intrinsic value of these options was $0.

~~NOTES~~The fair TOvalue ~~INTERIM~~of ~~CONDENSED~~the ~~CONSOLIDATED~~service-based ~~FINANCIAL~~share ~~STATEMENTS~~option ~~(UNAUDITED)~~granted Uduring three-month and six-month periods ended December 31, 2025, was estimated on the grant date using a Black-Scholes option-pricing model using the following assumptions: exercise price of $5.S00 per share, expected volatility of 76.40%, ~~Dollars~~a inrisk-free ~~thousands~~rate ~~(except~~of 3.52%, a contractual term of 3 years, an expected dividend yield of 0% and a share price at the issuance date of $4.39. The fair value of share options granted during three-month and six-month periods ended December 31, 2025 was $2.13 per option. No share ~~amounts)~~options were granted during three-month and six-month periods ended December 31, 2024.

~~NOTE~~On October 6:15, -2025, ~~SHAREHOLDERS~~the Company’s ~~EQUITY~~Board ~~(CONT~~of Directors, or the Board, approved a grant of equity awards to the Company’s CEO, in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025. The approved equity awards consisted of (i) 39,050 RSUs which are fully vested as of the date of grant (see also item c), and (ii) stock options to purchase 39,050 common shares of the Company which were fully vested as of the date of grant and exercisable for a period of three years, at an exercise price of $5.00 per share. As the performance objectives for fiscal year 2025 were satisfied through share-based awards rather than cash compensation, the provision previously recorded in the amount of approximately $41, was reversed.

~~Compensation~~The Board ~~expenses~~further ~~related~~approved, contingent upon the achievement of certain objectives and accomplishments by December 31, 2025, the future grant to the CEO of (i) 9,266 RSUs , and RS(ii) ~~granted~~stock byoptions ~~Pluri~~to ~~Inc~~purchase 9,266 common shares of the Company. ~~and~~As ~~Pluri~~of ~~Biotech~~December ~~were~~31, ~~recorded~~2025, asthe ~~follows:~~applicable objectives had not been achieved, and therefore no grant was made.

	Three months ended September 30,
	2025		2024
Research and development expenses	$	122	$	88
General and administrative expenses		497		411
	$	619	$	499

c.	RSUs to employees and directors:

~~During the three-month period ended~~The ~~September~~following ~~30,~~table ~~2025,~~summarizes ~~compensation~~the ~~expenses~~activity related to RSunvested RSUs granted to ~~consultants~~employees ~~were~~and ~~recorded~~directors inunder ~~prepaid~~the ~~expenses~~Plans ~~and~~by ~~other~~Pluri ~~current~~Inc. ~~assets~~ and Pluri inBiotech, ~~other~~for ~~long~~the six-~~term~~month ~~assets,~~period ~~were~~ended ~~$371~~December ~~and $342~~31, ~~respectively.~~2025:

NOTE 7: - TOTAL FINANCIAL INCOME (EXPENSES), NET

	Six months ended December 31, 2025
	Number
Unvested at the beginning of the period		634,763
Granted		129,082
Forfeited		(28,292	)
Vested		(245,663	)
Unvested at the end of the period		489,890
Expected to vest after the end of the period		451,837

	Three months ended September 30,
	2025			2024
Foreign currency translation differences, net	$	(43	)	$	(992	)
Interest income on deposits and restricted bank deposits		193			321
Income from hedging derivatives		289			50
Other financial income (expenses), net		439			(621	)
EIB Loan interest expenses		(229	)		(217	)
	$	210		$	(838	)

The fair value of all RSUs was determined based on the closing trading price of the Company’s shares known at the grant date. The weighted average grant date fair value of RSUs granted during the six-month period ended December 31, 2025 granted to employees and directors was $3.98 per share.

15Unamortized compensation expenses related to RSUs granted to employees and directors by Pluri Inc. and Pluri Biotech are approximately $861 to be recognized by the end of November 2028.

~~PLURI~~On ~~INC.~~December ~~AND~~4, ~~ITS~~2025, ~~SUBSIDIARIES~~the Board approved a grant of 10,248 RSUs, in aggregate, to the CEO and the Chief Financial Officer and an aggregate of 2,885 RSUs to Board members in lieu of cash compensation under the Company’s 2019 Equity Compensation Plan, with all RSUs vesting in equal monthly installments over three months.

~~NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. Dollars in thousands (except share and per share amounts)~~15

~~NOTE~~PLURI INC. 8:AND -ITS ~~SEGMENT REPORTING~~SUBSIDIARIES

~~Segment~~NOTES ~~Information~~TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. Dollars in thousands (except share and per share amounts)

~~Following~~NOTE 6: ~~the adoption of ASU 2023~~-~~07,~~ ~~the Company is required to disclose significant segment expenses that are regularly provided to the chief operating decision maker, or the CODM. As a single reportable segment entity, the Company~~SHAREHOLDERS’s ~~segment~~EQUITY ~~performance measure is consolidated net loss~~(CONT. The Company’s CODM, the CEO, reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating segment. The Company’s CODM uses consolidated net loss information to assess performance and utilizes this information in allocating resources and in assessing performance by monitoring budget versus actual results.)

~~The~~d. ~~following~~RSUs ~~table presents the significant segment expenses~~ and ~~other~~RS ~~segment~~to ~~items regularly reviewed by the CODM~~consultants:

	Three months ended September 30,
	2025			2024
Revenues from external customers	$	316		$	326
Salary expenses	$	(3,375	)	$	(2,865	)
Professional services expenses		(567	)		(666	)
Other segment items (1)		(2,506	)		(2,831	)
Net loss	$	(6,132	)	$	(6,036	)
Other segment disclosures:
Depreciation and amortization expenses	$	130		$	65
Share-based compensation expenses		637			558
Interest income		193			321
Interest expense		229			217
Tax benefit	$	8		$	-

The following table summarizes the activity related to unvested RSUs and RS granted to non-employee consultants by Pluri Inc. and Pluri Biotech for the six-month period ended December 31, 2025:

(1) Other segment items primarily include cost of revenues, share-based compensation expenses, depreciation and amortization expenses, other research and development expenses, other general and administrative expenses and financial income (expenses) as reported in our interim unaudited condensed consolidated statements of operations.

	Six months ended December 31,
	2025
	Number
Unvested at the beginning of the period		24,551
Granted		173,521
Forfeited		(8,595	)
Vested		(186,977	)
Unvested at the end of the period		2,500
Expected to vest after the end of the period		2,500

~~All~~The fair value of all RSUs was determined based on the closing trading price of the Company’s ~~long~~shares known at the grant date. The weighted average grant date fair value of RSUs granted during the six-~~lived~~month ~~assets~~period ~~are~~ended December 31, 2025 granted to non-employee consultants ~~located~~was in$4.92 per ~~Israel~~share.

16Unamortized compensation expenses related to RSUs and RS granted to consultants by Pluri Inc. and Pluri Biotech are approximately $625 to be recognized by the end of September 2027.

~~PLURI~~Compensation expenses ~~INC~~related to RSUs and RS granted by Pluri Inc. ~~AND~~and ~~ITS~~Pluri ~~SUBSIDIARIES~~Biotech were recorded as follows:

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. Dollars in thousands (except share and per share amounts)

	Six months ended December 31,				Three months ended December 31,
	2025		2024		2025		2024
Research and development expenses	$	251	$	136	$	129	$	48
General and administrative expenses		1,131		570		634		159
	$	1,382	$	706	$	763	$	207

~~NOTE~~During the 9:three-month and six-month ~~BASIC~~periods ~~AND~~ended ~~DILUTED~~December ~~LOSS~~31, ~~PER~~2025, ~~SHARE~~compensation expenses related to RS granted to a consultant were recorded in prepaid expenses and other current assets and in other long-term assets, were $371 and $248, respectively.

~~Diluted~~NOTE ~~loss per share excludes 1,149,640 shares~~7: ~~underlying outstanding warrants, 246,540 shares underlying outstanding options, and 560,617 shares underlying outstanding RSUs and RS for the three~~-~~months~~ ~~ended~~TOTAL ~~September~~FINANCIAL ~~30,~~INCOME ~~2025~~(EXPENSES), ~~because the effect of their inclusion in the computation would be antidilutive.~~NET

Diluted loss per share excludes 1,019,488 shares underlying outstanding warrants, 253,260 shares underlying outstanding options, and 303,612 shares underlying outstanding RSUs and RS for the three-months ended September 30, 2024, because the effect of their inclusion in the computation would be antidilutive.

	Six months ended December 31,						Three months ended December 31,
	2025			2024			2025			2024
Foreign currency translation income (expenses), net	$	(357	)	$	762		$	(314	)	$	1,754
Interest income on deposits and restricted bank deposits		311			572			118			251
Income from hedging derivatives		342			103			53			53
Other financial income (expenses), net		296			1,437			(143	)		2,058
EIB Loan interest expenses		(460	)		(428	)		(231	)		(211	)
	$	(164	)	$	1,009		$	(374	)	$	1,847

~~The table below shows the reconciliation of the number of shares in the computation of basic and diluted loss per share attributable to common shareholders:~~16

	Three months ended September 30,
	2025			2024
Numerator:
Net loss attributed to shareholders	$	(5,850	)	$	(5,882	)
Denominator:
Common shares outstanding used in computing net loss per share attributable to common shareholders		7,990,335			5,454,730
Unexercised vested pre-funded warrants with no par value exercise price		1,002,169			-
Unexercised vested options with no par value exercise price		3,131			4,506
Weighted average number of shares used in computing basic and diluted net loss per share attributable to common shareholders		8,995,635			5,459,236
Net loss per share attributable to common shareholders – basic and diluted	$	(0.65	)	$	(1.08	)

PLURI INC. AND ITS SUBSIDIARIES

17NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) U.S. Dollars in thousands (except share and per share amounts)

~~Item~~NOTE 8: 2.- ~~Management’s~~SEGMENT ~~Discussion and Analysis of Financial Condition and Results of Operations.~~REPORTING

~~Forward-Looking Statements~~ Segment Information

~~This Quarterly Report on Form~~The ~~10-Q~~Company ~~contains~~operates ~~certain~~as ~~forward-looking~~one ~~statements~~reportable ~~within~~segment, ~~the meaning of the Private Securities Litigation Reform Act of 1995~~ and ~~other Federal~~its ~~securities~~segment ~~laws,~~performance ~~and~~measure is ~~subject~~consolidated tonet ~~the safe-harbor created by such Act and laws~~loss. ~~Forward-looking~~The ~~statements~~chief ~~may~~operating ~~include statements~~decision ~~regarding~~maker, ~~our~~or ~~goals,~~the ~~beliefs~~CODM, ~~strategies,~~the ~~objectives~~CEO, ~~plans,~~reviews ~~including~~the ~~product~~Company’s ~~and~~operating ~~technology developments, future financial conditions,~~ results oron ~~projections~~a orconsolidated ~~current expectations. In some cases~~basis, ~~you~~manages ~~can~~the ~~identify~~Company ~~forward-looking statements by terminology such~~ as ~~“may,” “will,”~~one ~~“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”~~operating ~~“estimate~~segment,” ~~“predict,” “potential” or “continue,” the negative of such terms, or other variations thereon or comparable terminology. These statements are merely predictions~~ and ~~therefore~~uses ~~inherently~~consolidated ~~subject~~net toloss ~~known~~information ~~and~~in ~~unknown risks,~~assessing ~~uncertainties,~~performance ~~assumptions,~~ and ~~other~~allocating ~~factors that may cause actual results~~resources, ~~performance~~including ~~levels~~through ofmonitoring ~~activity, or our achievements,~~budgeted orversus ~~industry~~actual results ~~to be materially different from those contemplated by the forward-looking statements~~. Such forward-looking statements appear in Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and may appear elsewhere in this Quarterly Report on Form 10-Q and include, but are not limited to, statements regarding the following:

●The following ~~the~~table ~~expected~~presents ~~development,~~the ~~time-to-market~~significant ~~and~~segment ~~potential~~expenses ~~benefits from our products~~ and ventures, based on our cell-based technology platform in regenerative medicine, immunotherapy, food technology (“food tech”), agriculture technology (”AgTech”), aesthetics and wellness, and our Contract Development and Manufacturing Organization (“CDMO”) business, as well as potentially in other ~~industries~~segment ~~and~~items ~~verticals~~regularly ~~that~~reviewed ~~have~~by athe ~~need for our mass scale and cost-effective cell expansion platform;~~CODM:

● our expectations of market and industry growth;

	Six months ended December 31,						Three months ended December 31,
	2025			2024			2025			2024
Revenues from external customers	$	514		$	511		$	198		$	185

Salary expenses	$	(6,777	)	$	(5,794	)	$	(3,402	)	$	(2,929	)
Professional services expenses		(1,079	)		(1,268	)		(512	)		(602	)
Materials		(933	)		(918	)		(497	)		(273	)
Other segment items (1)		(4,729	)		(1,677	)		(2,659	)		509

Net loss	$	(13,004	)	$	(9,146	)	$	(6,872	)	$	(3,110	)


Other segment disclosures:
Depreciation and amortization expenses	$	259		$	133		$	129		$	68
Share-based compensation expenses		1,494			814			857			256
Interest income		311			572			118			251
Interest expense		460			428			231			211
Tax benefit	$	16		$	-		$	8		$	-

●(1) ~~the~~Other ~~prospects~~segment ofitems ~~entering~~primarily ~~into~~include ~~additional~~cost ~~license~~of ~~agreements~~revenues, ~~joint~~share-based ~~ventures~~compensation expenses, ~~partnerships~~depreciation orand ~~other~~amortization ~~forms~~expenses, ofother ~~cooperation~~research ~~with~~and ~~other~~development ~~companies~~expenses, ~~government~~other ~~institutes,~~general ~~research organizations~~ and ~~medical~~administrative ~~institutions,~~expenses and ~~the~~financial ~~ability~~income to(expenses) ~~maintain~~as ~~those~~reported ~~agreements,~~in ~~joint~~our ~~ventures,~~interim ~~partnerships~~unaudited orcondensed ~~other~~consolidated ~~forms~~statements of ~~cooperation;~~operations.

●All of ~~our~~the ~~ability~~Company’s tolong-lived ~~attract~~assets ~~clients~~are ~~for~~located ~~our~~in ~~CDMO business;~~Israel.

~~● our pre-clinical and clinical study plans, including timing of initiation, expansion, enrollment, results, and conclusion of trials;~~17

●PLURI INC. ~~achieving~~AND ~~regulatory~~ITS ~~approvals;~~SUBSIDIARIES

●NOTES ~~receipt~~TO ofINTERIM ~~future~~CONDENSED ~~funding~~CONSOLIDATED ~~from~~FINANCIAL ~~the~~STATEMENTS ~~Israel Innovation Authority~~ (~~“IIA”~~UNAUDITED), ~~the~~U.S. ~~European~~Dollars ~~Union’s~~in ~~Horizon~~thousands ~~programs,~~(except asshare ~~well~~and asper ~~grants~~share ~~from other independent third parties;~~amounts)

●NOTE ~~the capabilities of our placenta expanded (“PLX”), cells, including future collaborations to further advance the development of our PLX~~9: - ~~PAD~~BASIC ~~and~~AND ~~PLX-R18~~DILUTED ~~cell~~LOSS ~~therapy~~PER ~~as a potential novel treatment;~~SHARE

●Diluted loss ~~the~~per ~~expected~~share ~~clinical~~excludes 1,774,640 shares ~~development~~underlying ofoutstanding awarrants, 285,590 shares ~~new~~underlying ~~allogeneic~~outstanding ~~placental~~options, and 492,390 shares ~~Mucosal~~underlying ~~Associated~~outstanding ~~Invariant~~RSUs Tand ~~(“MAIT”),~~RS ~~and~~for the ~~potential~~three-months ~~benefits~~and itsix-months ~~can~~ended ~~produce~~December ~~for~~31, ~~advanced~~2025, ~~cell-based~~because the ~~therapies~~effect ~~for~~of ~~immune~~their ~~disorders~~inclusion ~~and~~in ~~oncology~~the ~~diseases;~~computation would be antidilutive.

●Diluted loss ~~our~~per ~~expectation~~share toexcludes 1,019,448 shares ~~solve~~underlying ~~medicine’s~~outstanding ~~unmet~~warrants, 253,260 shares ~~needs~~underlying outstanding options, and 247,552 shares ~~demonstrate~~underlying aoutstanding ~~real-world~~RSUs ~~impact~~and RS for the three-months and ~~value~~six-months ~~from~~ended ~~our~~December ~~pipeline~~31, ~~technology~~2024, ~~platform~~because the ~~and~~effect ~~commercial-scale~~of ~~manufacturing~~their ~~capacity;~~inclusion in the computation would be antidilutive.

●The table below shows the ~~possible~~reconciliation ~~impacts~~of the number of ~~cybersecurity~~shares ~~incidents~~in onthe ~~our~~computation ~~business~~of basic and ~~operations;~~diluted loss per share attributable to common shareholders:

● our expectations regarding our short and long-term capital requirements, including our discussions with the European Investment Bank (“EIB”) about the restructuring of the EIB Loan (as defined below);

	Six months ended December 31,						Three months ended December 31,
	2025			2024			2025			2024
Numerator:
Net loss attributed to shareholders	$	(12,393	)	$	(8,838	)	$	(6,543	)	$	(2,956	)

Denominator:
Common shares outstanding used in computing net loss per share attributable to common shareholders		8,495,727			5,501,409			9,001,961			5,548,425

Pre-funded warrants to purchase common shares		628,758			-			255,347			-

Unexercised vested options with no par value exercise price		3,131			4,506			3,131			4,506

Weighted average number of shares used in computing basic and diluted net loss per share attributable to common shareholders		9,127,616			5,505,915			9,260,439			5,552,931

Net loss per share attributable to common shareholders - basic and diluted	$	(1.36	)	$	(1.61	)	$	(0.71	)	$	(0.53	)

●NOTE ~~our~~10: - ~~outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses;~~SAFE

18On November 13, 2025, Kokomodo entered into a SAFE agreement with an investor for an aggregate amount of $300. In the event of an Equity Financing, which is defined in the SAFE agreement, as a capital raising transaction or series of transactions, pursuant to which (i) Kokomodo issues and sells a new series of preferred shares of Kokomodo at a fixed pre-money valuation; and (ii) at least 25% of the amount of the capital raised is not attributed to the SAFE Investors (as defined in the SAFE agreement), the investment will be automatically converted into the number of most senior preferred shares of Kokomodo, equal to the purchase amount divided by either: (1) the price per share equal to a Valuation Cap (as defined in the SAFE agreement) divided by Kokomodo Capitalization (as defined in the SAFE agreement), or (2) the price per preferred share sold in the Equity Financing discounted by 20%. The SAFE was classified as a long-term liability, accounted at fair value, with remeasurement at each reporting period (see note 2d).

●NOTE ~~information~~11: - ~~with~~SUBSEQUENT ~~respect to any other plans and strategies for our business;~~EVENTS

●In January ~~general market~~2026, ~~political~~the ~~and~~Company ~~economic~~entered ~~conditions~~into inan addendum to its facility operating lease agreement with the ~~countries~~lessor, inor ~~which~~the weLease ~~operate~~Addendum, pursuant ~~including~~to ~~those~~which ~~affected~~the byCompany ~~ongoing~~exercised ~~instability~~its inoption to extend the ~~Middle~~lease ~~East~~term ~~and~~through ~~the~~December ~~armed~~2031. ~~conflict~~The ~~involving~~Company ~~Israel~~exercised ~~and~~the ~~terrorist~~option ~~organizations~~one year ~~such~~earlier asthan ~~Hamas~~scheduled, ~~Hezbollah,~~while ~~Ansar~~all ~~Allah~~other ~~(Houthis)~~terms and ~~other~~conditions ~~terrorist~~remained ~~organizations~~unchanged. In consideration for exercising the option, asthe Company ~~well~~received asa ~~tensions~~three-month ~~with~~grace ~~other~~period ~~regional~~from ~~countries~~lease ~~hostile~~payments tocommencing ~~Israel~~on January 1, ~~may~~2026, ~~directly~~according ~~affect~~to ~~our~~the ~~business;~~terms in the Lease Addendum.

● developments in international trade policy, such as tariffs, sanctions, and other trade barriers imposed by the U.S. or other countries, which could affect our sourcing and distribution channels, increase costs, or otherwise negatively impact our operations and financial results; and18

●Item 2. ~~our~~Management’s ~~ability~~Discussion toand ~~continue~~Analysis toof ~~comply~~Financial ~~with~~Condition ~~the~~and ~~rules~~Results ~~for~~of ~~continued listing on the Nasdaq Capital Market~~Operations.

~~Our business and operations~~Forward-Looking ~~are~~Statements ~~subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report.~~

InThis Quarterly ~~addition,~~Report ~~historic~~on ~~results of~~Form ~~scientific~~10-Q ~~research~~contains ~~and~~certain ~~development~~forward-looking ~~(“R&D”),~~statements ~~clinical~~within ~~and~~the ~~preclinical~~meaning ~~trials~~of dothe ~~not~~Private ~~guarantee~~Securities ~~that~~Litigation ~~the conclusions~~Reform Act of ~~future~~1995 ~~R&D~~and orother ~~trials~~Federal ~~would~~securities ~~not~~laws, ~~suggest~~and ~~different~~is ~~conclusions.~~subject ~~Also,~~to ~~historic~~the ~~results~~safe-harbor ~~referred~~created toby insuch ~~this~~Act ~~periodic~~and ~~report~~laws. ~~would~~Forward-looking statements bemay ~~interpreted~~include ~~differently~~statements inregarding ~~light~~our ofgoals, ~~additional~~beliefs, ~~research~~strategies, ~~development~~objectives, ~~clinical~~plans, ~~and~~including ~~preclinical~~product ~~trials~~and ~~results.~~technology ~~Except~~developments, ~~as required by~~future ~~law~~financial conditions, weresults ~~undertake~~or noprojections ~~obligation~~or tocurrent ~~release~~expectations. ~~publicly~~In ~~the~~some ~~result~~cases, ofyou ~~any~~can ~~revision~~identify ~~to these~~ forward-looking statements ~~that~~by terminology such as “may,” be“will,” ~~made~~“should,” to“expect,” “intend,” “plan,” ~~reflect~~“anticipate,” ~~events~~“believe,” or“estimate,” ~~circumstances~~“predict,” ~~after~~“potential” or “continue,” the ~~date~~negative ~~hereof~~of orsuch toterms, ~~reflect~~or ~~the~~other ~~occurrence~~variations ofthereon ~~unanticipated~~or ~~events~~comparable terminology. ~~Further~~These ~~information~~statements onare ~~potential~~merely predictions and therefore ~~factors~~inherently ~~that~~subject ~~could~~to ~~affect~~known ~~our~~and ~~business~~unknown isrisks, ~~described~~uncertainties, ~~under~~assumptions, ~~the~~and ~~heading~~other ~~“Risk~~factors ~~Factors”~~that inmay ~~Part~~cause Iactual results, ~~Item~~performance levels 1A of activity, or our ~~Annual~~achievements, ~~Report on~~or ~~Form~~industry ~~10-K~~results ~~for~~to ~~the~~be ~~fiscal~~materially ~~year~~different ~~ended~~from ~~June~~those ~~30,~~contemplated ~~2025~~by (the ~~“2025~~forward-looking statements. ~~Annual~~Such ~~Report”),~~forward-looking asstatements ~~well~~appear as in ~~Part~~Item ~~II,~~2 ~~Item~~– 1A“Management’s Discussion and Analysis of ~~this~~Financial ~~Quarterly~~Condition ~~Report.~~and ~~Readers~~Results ~~are~~of ~~also~~Operations,” ~~urged~~and tomay ~~carefully~~appear ~~review~~elsewhere ~~and~~in ~~consider~~this ~~the~~Quarterly ~~various~~Report ~~disclosures~~on weForm ~~have~~10-Q ~~made~~and ininclude, ~~that~~but ~~report.~~are not limited to, statements regarding the following:

As● ~~used~~the inexpected ~~this~~development, ~~Quarterly Report on Form 10~~time-Q,to-market ~~the~~and ~~terms~~potential ~~“we”,~~benefits ~~“us”,~~from “our”, ~~the~~products ~~“Company”~~ and ~~“Pluri” refer~~ventures, tobased ~~Pluri~~on ~~Inc.,~~our ~~together~~cell-based ~~with~~technology ~~its~~platform ~~wholly~~in ~~owned~~regenerative ~~Israeli~~medicine, ~~subsidiary~~immunotherapy, ~~Pluri~~food ~~Biotech~~technology ~~Ltd.~~ (“~~Pluri~~food ~~Biotech~~tech”) ~~and the subsidiaries of Pluri Biotech Ltd.~~, ~~including~~agriculture ~~its~~technology ~~wholly owned Israeli subsidiaries, Coffeesai Ltd.~~ (~~“Coffeesai~~”AgTech”), ~~and~~aesthetics ~~Cellav Health~~ and ~~Aesthetics~~ ~~Ltd. (“Cellav”)~~wellness, ~~its~~and ~~majority-owned~~our ~~Israeli~~Contract ~~subsidiaries,~~Development ~~Kokomodo~~and ~~Ltd.~~Manufacturing Organization (“~~Kokomodo~~CDMO”) ~~and~~business, ~~Ever~~as ~~After Foods~~well ~~Ltd.~~as ~~(“Ever~~potentially ~~After~~in ~~Foods”)~~other industries and ~~its~~verticals ~~wholly~~that ~~owned~~have ~~German~~a ~~subsidiary,~~need ~~Pluristem~~for ~~GmbH~~our ~~(collectively,~~mass ~~the~~scale ~~“Subsidiaries”), unless~~and ~~otherwise~~cost-effective ~~indicated~~cell orexpansion ~~as otherwise required by the context.~~platform;

~~Overview~~● our expectations of market and industry growth;

We● are a biotechnology company leveraging our proprietary three-dimensional (“3D”) cell expansion platform to develop scalable, cell-based solutions across multiple sectors. Our technology is supported by an in-house, industrial-scale cell manufacturing facility registered as a manufacturer with the ~~U.S.~~prospects ~~Food~~of ~~and~~entering ~~Drug~~into ~~Administration~~additional ~~(FDA)~~license ~~and operated in accordance with Good Manufacturing Practice standards~~agreements, ~~currently~~joint ~~on a self-declared basis. Our operations are dedicated to the research~~ventures, ~~development,~~partnerships ~~and~~or ~~manufacturing~~other offorms ~~cell-based products, as well as the commercialization~~ of ~~cell~~cooperation ~~therapeutics~~with ~~and~~other ~~related technologies aimed at delivering innovative solutions across a range of industries. We apply our platform across the fields of regenerative medicine~~companies, ~~aesthetics~~government ~~and wellness~~institutes, ~~food~~research ~~technology,~~organizations ~~agricultural technology,~~ and ~~through~~ ~~our~~medical ~~Contract Development and Manufacturing Organization (“CDMO”) business~~institutions, and ~~we intend to expand~~ the ~~application of~~ability ~~our platform~~ to ~~additional~~maintain ~~industries~~those ~~that require scalable and cost-efficient cell expansion solutions~~agreements, ~~including through partnerships,~~ joint ventures, ~~licensing~~partnerships ~~agreements,~~or ~~and~~ other ~~types~~forms of ~~collaborations.~~cooperation;

19● our ability to attract clients for our CDMO business;

~~Our~~● ~~operations~~our ~~pursue~~pre-clinical aand ~~variety of~~clinical ~~initiatives~~study ~~that~~plans, ~~leverage~~including ~~the~~timing ~~Company’s~~of ~~technology~~initiation, ~~across~~expansion, ~~diverse~~enrollment, ~~applications~~results, and ~~industries,~~conclusion asof ~~set forth below:~~trials;

~~Cell~~● ~~Therapy~~achieving regulatory approvals;

We● ~~use~~receipt ~~our~~of ~~advanced~~future ~~cell-based technology~~funding ~~platform~~from in the ~~field~~Israel ofInnovation ~~regenerative~~Authority ~~medicine~~(“IIA”), ~~to develop placenta-based cell therapy product candidates for~~ the ~~treatment of~~European ~~inflammatory,~~Union’s ~~muscle~~Horizon ~~injuries and hematologic conditions. Recently~~programs, weas ~~have~~well ~~also~~as ~~launched~~grants afrom ~~novel~~other ~~immunotherapy~~independent ~~platform.~~third parties;

~~PLX~~● ~~Cells~~the -capabilities ~~Our~~of ~~PLX cells~~our ~~are~~placenta ~~adherent stromal cells that are~~ expanded ~~using our 3D platform. Our~~ (“PLX”) cells, ~~can~~including befuture ~~administered~~collaborations, to ~~patients~~further ~~off-~~advance the~~-shelf, without~~ ~~blood~~development orof ~~tissue~~our ~~matching~~PLX- orPAD ~~additional~~and ~~manipulation prior to administration.~~ PLX-R18 ~~cells~~cell ~~are~~therapy ~~believed~~as ~~to release~~ a ~~range~~potential ofnew ~~therapeutic proteins in response to the patient’s condition.~~treatment;

In● the ~~pharmaceutical~~expected ~~area, we~~clinical ~~have~~development ~~focused~~of ona ~~several~~new ~~indications~~allogeneic ~~utilizing~~placental ~~our~~Mucosal ~~product~~Associated ~~candidates,~~Invariant ~~including,~~T ~~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~~ (“~~GvHD~~MAIT”), ~~knee osteoarthritis~~ and athe potential ~~treatment~~benefits ~~for~~it ~~Hematopoietic~~can ~~Acute~~produce ~~Radiation~~for ~~Syndrome~~advanced ~~(“H~~cell-~~ARS”). Some~~based oftherapies ~~these~~for ~~studies~~immune ~~have~~disorders ~~been~~and ~~completed~~oncology ~~while others are still ongoing. We believe that each of these indications is a severe unmet medical need.~~diseases;

~~Immunotherapy~~● ~~Mucosal~~our ~~Associated Invariant~~expectation Tto ~~(“MAIT”)~~solve ~~cells~~medicine’s -unmet Inneeds ~~May~~and ~~2024,~~demonstrate ~~we launched~~ a ~~novel allogenic immunotherapy platform utilizing MAIT cells specifically designed to address solid tumors~~ real-world aimpact ~~critical~~and ~~area~~value infrom ~~medicine where effective treatments are currently insufficient. We believe that~~ our ~~MAIT cells~~pipeline, ~~isolated~~technology ~~from~~platform ~~the~~and ~~human~~commercial-scale ~~placenta,~~manufacturing ~~offer substantial potential benefits compared to conventional T-cells.~~capacity;

~~Placental MAIT~~● ~~cells are~~the ~~potent~~possible ~~effector~~impacts ~~cells, potentially targeting tumors through multiple mechanisms while expressing high levels~~ of ~~various~~cybersecurity ~~chemokine receptors,~~incidents ~~which~~on ~~facilitate their migration directly to tumor sites. Furthermore, unlike conventional autologous T-cells typically collected from peripheral blood,~~ our ~~MAIT~~business ~~cells~~and are designed to be an allogenic universal product. Benefiting with very restricted T cell receptor, the MAIT cells minimize their likelihood of inducing GvHD, a significant advantage over other potential allogeneic products. We are aiming to design the MAIT cells to potentially show better persistence in the body for a longer duration, enhancing their therapeutic efficacy.operations;

PluriCDMO™ - In January 2024, we launched a new business division offering cell therapy manufacturing services as a CDMO: PluriCDMO™. PluriCDMO™ offers CDMO for cell therapy manufacturing expertise to companies from early preclinical development, through late-stage clinical trials and commercialization, with a mission to deliver high-quality, essential therapies to patients, as well as other services. We have signed several agreements with clients and are currently generating revenues from PluriCDMO™.19

~~AgTech~~● our expectations regarding our short and long-term capital requirements, including our discussions with the European Investment Bank (“EIB”) about the restructuring of the EIB Loan (as defined below) and the outcome of such discussions;

We● ~~are~~our ~~actively~~outlook ~~involved~~for ~~in several~~the ~~initiatives~~coming ~~leveraged~~months byand ~~Pluri’s~~future 3Dperiods, ~~cell~~including ~~expansion~~but innot ~~the~~limited ~~AgTech~~to ~~field,~~our ~~including:~~expectations regarding future revenue and expenses; ● information with respect to any other plans and strategies for our business;

● conditions in the Middle East, including ongoing hostilities involving Israel, Iran and terrorist organizations such as Hamas, Hezbollah, Ansar Allah (aHouthis) anand ~~innovative~~other ~~proof~~non-~~of-concept (“POC”)~~state ~~collaboration~~organizations, as well as geopolitical tensions with ~~ICL~~other ~~Group~~regional ~~Ltd.~~countries, amay ~~leading~~affect ~~global~~economic ~~specialty~~and ~~minerals~~market ~~company,~~conditions ~~through~~where ~~its~~we ~~Open~~operate ~~Innovation~~and ~~program, to~~could ~~revolutionize~~directly ~~bio~~impact ~~stimulant~~our ~~delivery~~business, ~~and~~results ~~enhance~~of ~~yield~~operations ~~sustainably~~and financial condition;

~~(b)~~● adevelopments ~~strategic~~in ~~POC~~international ~~agreement with~~trade apolicy, ~~leading~~such ~~international~~as ~~agriculture~~tariffs, ~~corporation~~sanctions, ~~aimed~~and atother ~~boosting~~trade barriers imposed by the ~~global~~U.S. ~~vegetable~~or ~~product~~other ~~supply~~countries, ~~streamlining~~which ~~supply~~could ~~chains,~~ affect our sourcing and ~~promoting~~distribution achannels, ~~more~~increase ~~sustainable~~costs, ~~future~~or ~~for~~otherwise ~~agriculture~~negatively impact our operations and financial results; and

● our ability to regain compliance with Nasdaq Listing Rule 5550(cb)(2), ~~the~~which ~~development~~requires ofus ~~cell-cultured coffee~~to ~~and~~maintain ~~cacao~~a ~~through~~minimum ~~business~~of ~~activities~~$35 ~~operated~~million ~~via~~in ~~our~~market ~~subsidiaries~~value inof ~~the~~listed ~~plant-based~~securities ~~vertical,~~(“MVLS”) ~~Coffeesai~~for ~~and~~continued ~~Kokomodo,~~listing ~~respectively:~~on the Nasdaq Capital Market.

~~Coffeesai - In~~Our ~~2024,~~business weand ~~established~~operations ~~Coffeesai~~are ~~Ltd.,~~subject anto ~~Israeli~~substantial ~~subsidiary focused on developing cultivated~~risks, ~~cell-cultured~~which ~~coffee.~~increase ~~This~~the ~~initiative~~uncertainty ~~addresses key~~inherent ~~challenges~~in ~~facing~~ the ~~traditional coffee industry, such as climate~~forward-~~related~~looking ~~crop~~statements ~~instability, supply chain disruptions, and environmental~~contained ~~impact.~~in Bythis ~~leveraging controlled, scalable bioprocess, Coffeesai aims to deliver consistent product quality, reduced resource consumption, and long-term cost efficiency~~report.

20In addition, historic results of scientific research and development (“R&D”), clinical and preclinical trials do not guarantee that the conclusions of future R&D or trials would not suggest different conclusions. Also, historic results referred to in this periodic report would be interpreted differently in light of additional research, development, clinical and preclinical trials results. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Annual Report”), as well as in Part II, Item 1A of this Quarterly Report. Readers are also urged to carefully review and consider the various disclosures we have made in that report.

~~Coffeesai~~As used ~~has~~in ~~successfully~~this Quarterly Report on Form 10-Q, the terms “we”, “us”, “our”, the “Company” ~~demonstrated~~and a“Pluri” ~~POC~~refer ~~coffee~~to ~~beverage~~Pluri Inc., ~~validating~~together with its wholly owned Israeli subsidiary, Pluri Biotech Ltd. (“Pluri Biotech”) and the ~~potential~~subsidiaries of Pluri Biotech, including its ~~technology.~~wholly ~~Ongoing~~owned ~~efforts~~Israeli ~~are~~subsidiaries, ~~focused~~Coffeesai onLtd. ~~enhancing~~(“Coffeesai”) ~~flavor~~and Cellav Health and ~~aroma~~Aesthetics Ltd. (“Cellav”), its majority-owned Israeli subsidiaries, Kokomodo Ltd. (“Kokomodo”) ~~profiles~~and ~~through~~Ever ~~bioprocess~~After ~~optimization~~Foods Ltd. (“Ever After Foods”) and ~~downstream~~its ~~refinement~~wholly owned German subsidiary, Pluristem GmbH (collectively, the “Subsidiaries”), unless otherwise indicated or as otherwise required by the context.

Kokomodo - On April 28, 2025, we completed the acquisition of approximately 79% of the equity in Kokomodo (held as a majority owned subsidiary of our wholly owned subsidiary, Pluri Biotech). Kokomodo, an Israeli company, is an innovative agfood startup pioneering the sustainable production of cacao using cellular agriculture technology. Instead of relying on traditional tropical farming, Kokomodo cultivates real cacao directly from plant cells in controlled environments, such as bioreactors, making climate-resilient cacao accessible year-round on a global scale. Founded in 2024, Kokomodo aims to transform the cacao industry, reducing environmental impact while ensuring a steady, high-quality supply for chocolate and related products.Overview

We are a biotechnology company leveraging our proprietary three-dimensional (“3D”) cell expansion platform, which is supported by an in-house, industrial-scale cell manufacturing facility registered as a manufacturer with the U.S. Food ~~Tech~~and Drug Administration (“FDA”) and operated in accordance with Good Manufacturing Practice (“GMP”) standards on a self-declared basis. We utilize our technology platform to enable scalable and cost-efficient cell expansion and to support a range of cell-based products, services, therapeutics and related technologies. The platform is currently applied in practice across multiple business areas, including regenerative medicine, aesthetics and wellness, food technology, agricultural technology, and through our CDMO activities.

Ever After Foods - In 2022, we announced the establishment of a joint venture with Tnuva Food Industries - Agricultural Cooperative in Israel Ltd. (“Tnuva”), Ever After Foods, incorporated under the laws of the State of Israel. The purpose of the joint venture is to develop and commercialize scalable production technologies for cultivated meat, supporting the development of a wide range of cultivated meat products with industry partners.20

~~Leveraging Pluri’s innovative~~Our ~~technology,~~operations ~~Ever~~pursue ~~After Foods has rapidly advanced its scalable production platform, developing~~ a ~~business-to-business~~variety ~~(“B2B”), version~~ of ~~its~~initiatives ~~proprietary~~that ~~technology~~leverage ~~system, Ever After Foods has demonstrated~~ the ~~natural~~Company’s ~~production~~technology ofacross ~~muscle~~diverse applications and ~~fat~~industries, ~~tissues for various~~as ~~animal~~set ~~cells,~~forth ~~ensuring taste, feel, and texture akin to conventional animal-derived meat.~~below:

~~In June 2024, we entered into~~Cell aTherapy share purchase agreement by and among Ever After Foods, Tnuva, and certain other international strategic investors, pursuant to which Ever After Foods issued and sold, ordinary shares in a private placement offering (the “Offering”), for aggregate gross proceeds of $10 million. As part of the Offering, we invested $1.25 million. In addition, our wholly owned subsidiary, Pluri Biotech, and Ever After Foods executed an Amended and Restated Technology License Agreement, dated June 12, 2024 (the “Amended License”). The Amended License amended the parties’ existing license agreement dated as of February 23, 2022, to expand the scope of the license to include fish and seafood.

~~The~~We use ~~$10~~our ~~million~~advanced ~~funding~~cell-based ~~round supports~~technology ~~Ever~~platform ~~After~~in ~~Foods’~~the ~~B2B~~field ~~technology~~of ~~platform,~~regenerative ~~positioning~~medicine itto asdevelop aplacenta-based ~~sustainable~~cell ~~technology~~therapy ~~enabler.~~product candidates ~~Following~~for the ~~closing~~treatment of ~~the~~ ~~Offering~~inflammatory, ~~Pluri~~muscle ~~Biotech~~injuries ~~holds~~and ~~approximately~~hematologic ~~69%~~conditions. ofRecently, ~~Ever~~we ~~After~~have ~~Foods~~also launched a novel immunotherapy platform.

~~Aesthetics~~PLX Cells ~~and~~- ~~Wellness~~Our 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.

~~Cellav~~In -the Inpharmaceutical ~~November 2025~~area, we ~~established~~have ~~Cellav,~~focused aon ~~wholly~~several ~~owned~~indications ~~subsidiary~~utilizing ~~focused~~our onproduct ~~developing~~candidates, ~~regenerative~~including, ~~skin~~but ~~and~~not ~~hair~~limited ~~solutions~~to, ~~using~~muscle ~~its~~recovery ~~proprietary~~following 3Dsurgery ~~cell~~for ~~expansion~~hip ~~technology.~~fracture, ~~Cellav~~incomplete ~~develops~~recovery ~~cell-derived~~following ~~ingredients~~bone marrow transplantation, ~~including~~critical ~~exosomes~~limb ~~and~~ischemia, ~~cell~~Chronic Graft ~~extracts~~versus Host Disease (“GvHD”), knee osteoarthritis and a potential treatment for ~~integration~~Hematopoietic Acute Radiation Syndrome ~~into~~(“H-ARS”). ~~partner~~Some ~~formulations~~of ~~and~~these ~~for~~studies ~~use~~have inbeen ~~professional~~completed ~~and~~while ~~consumer~~others ~~skincare~~are ~~and~~still ~~haircare~~ongoing. ~~products~~We believe that each of these indications is a severe unmet medical need.

~~During the first quarter~~Immunotherapy ofMAIT ~~fiscal~~cells ~~year~~- ~~2026,~~In ~~and~~May ~~through the date of this report~~2024, we ~~continued~~launched toa ~~advance~~novel ~~our~~allogenic ~~activities~~immunotherapy ~~across~~platform ~~our~~utilizing ~~foodtech,~~MAIT ~~AgTech~~cells ~~and~~specifically ~~cell-based aesthetics~~designed ~~and~~to ~~wellness subsidiaries. Each of Ever After Foods, Kokomodo, Coffeesai and Cellav entered into collaboration agreements~~address ~~with~~solid ~~leading~~tumors ~~counterparties~~- ina ~~Asia,~~critical ~~Europe,~~area ~~and the United States to evaluate and potentially further develop applications of our proprietary technologies~~ in ~~their~~medicine ~~respective~~where ~~fields.~~effective ~~These~~treatments ~~collaborations~~ are ~~structured~~currently ~~around~~insufficient. ~~initial,~~We ~~partner-funded~~believe ~~POC~~that orour ~~pilot~~MAIT ~~programs~~cells, ~~designed~~isolated tofrom ~~assess~~ the ~~application~~human ~~of our technologies in cultivated meat~~placenta, ~~cacao,~~offer ~~coffee,~~substantial ~~and~~potential ~~cell-based~~benefits ~~skincare,~~compared ~~and may, subject~~ to ~~positive outcomes,~~conventional ~~be expanded into subsequent development or commercialization activities~~T-cells. ~~Collectively, we believe that these collaborations underscore the growing commercial and technological validation of our platform and enhance our strategic positioning across multiple industries.~~

~~RESULTS~~Placental MAIT cells OFare ~~OPERATIONS~~potent –effector ~~THREE~~cells, ~~MONTHS~~potentially ~~ENDED~~targeting ~~SEPTEMBER~~tumors 30through multiple mechanisms while expressing high levels of various chemokine receptors, ~~2025~~which facilitate their migration directly to tumor sites. Furthermore, unlike conventional autologous T-cells typically collected ~~COMPARED~~from TOperipheral ~~THREE~~blood, ~~MONTHS~~our ~~ENDED~~MAIT ~~SEPTEMBER~~cells 30are designed to be an allogenic universal product. Benefiting with very restricted T cell receptor, the ~~2024~~MAIT cells minimize their likelihood of inducing GvHD, a significant advantage over other potential allogeneic products. We are aiming to design the MAIT cells to potentially show better persistence in the body for a longer duration, enhancing their therapeutic efficacy.

~~Revenues~~PluriCDMO™ - In January 2024, we launched a business division offering cell therapy manufacturing services as a CDMO: PluriCDMO™. PluriCDMO™ offers cell therapy development and manufacturing expertise to companies, from early preclinical development, through late-stage clinical trials and commercialization, with a mission to deliver high-quality, essential therapies to patients, as well as other services. We have signed several agreements with clients and are currently generating revenues from this activity.

Revenues for the three-month period ended September 30, 2025 were $316,000, as compared to $326,000 for the three-month period ended September 30, 2024. The revenues for the three-month period ended September 30, 2025 and 2024, were primarily generated from services provided to CDMO clients for process and product development, as well as income from fees in the AgTech ~~sector.~~

21We are involved in several initiatives leveraged by Pluri’s 3D cell expansion in the AgTech field, including:

~~Cost~~(a) an innovative proof-of-concept ~~Revenues~~(“POC”) collaboration with ICL Group Ltd., a leading global specialty minerals company, through its Open Innovation program, to revolutionize bio stimulant delivery and enhance yield sustainably;

~~Cost of revenues for the~~(b) ~~three-month~~a ~~period~~strategic ~~ended~~POC ~~September~~agreement ~~30,~~with ~~2025~~a ~~was~~leading ~~$201,000,~~international asagriculture ~~compared~~corporation toaimed ~~$126,000~~at ~~for~~boosting the ~~three-month~~global ~~period~~vegetable ~~ended~~product ~~September 30~~supply, ~~2024.~~ ~~Cost~~streamlining ofsupply ~~revenues includes manufacturing costs related to our CDMO and AgTech fields~~chains, ~~which primary consist of materials, personnel-related~~ and ~~overhead~~promoting ~~costs.~~a ~~The~~more ~~increase~~sustainable infuture ~~cost~~for ofagriculture; ~~revenues is attributed to higher personnel costs associated with a particular project.~~and

~~Research and Development Expenses, Net~~21

~~R&D expenses, net~~ (~~costs~~c) ~~less participation by~~ the ~~IIA,~~development ~~Horizon Europe and the National Institute~~ of ~~Allergy and Infectious Diseases (“NIAID”)) for the three~~cell-~~month~~cultured ~~period~~coffee ~~ended~~and ~~September~~cacao ~~30,~~through ~~2025~~business ~~increased~~activities byoperated ~~36%~~via ~~from~~our ~~$2,889,000~~subsidiaries ~~for~~in the ~~three~~plant-~~month~~based ~~period ended September 30~~vertical, ~~2024,~~ toCoffeesai ~~$3,931,000. The increase is mainly attributed to (1) an increase in salaries~~ and ~~a related expenses mainly attributed to exchange rate differences expenses and due to the addition of new employees following the acquisition of our new subsidiary,~~ Kokomodo, and (2) an increase in lease payments on our facilities mainly due to Ever After Foods’ new operating facility, partially offset by (3) a decrease in material purchases in accordance with our manufacturing needs and plans, and (4) a decrease in participation by NIAID.respectively:

~~General~~Coffeesai - In 2024, we established Coffeesai Ltd., an Israeli subsidiary focused on developing cultivated, cell-cultured coffee. This initiative addresses key challenges facing the traditional coffee industry, such as climate-related crop instability, supply chain disruptions, and ~~Administrative~~environmental ~~Expenses~~impact. By leveraging controlled, scalable bioprocess, Coffeesai aims to deliver consistent product quality, reduced resource consumption, and long-term cost efficiency.

~~General and administrative~~ Coffeesai ~~expenses~~has ~~for~~successfully ~~the~~demonstrated ~~three-month~~a ~~period~~POC ~~ended~~coffee ~~September 30~~beverage, ~~2025~~validating ~~increased by 1% from $2,509,000 for~~ the ~~three-month~~potential ~~period~~of ~~ended~~its ~~September 30,~~technology. ~~2024~~Ongoing toefforts ~~$2,534,000,~~are ~~mainly~~focused ~~due~~on ~~to an increase in share-based compensation expenses related to RS which were granted during the first~~enhancing ~~quarter~~flavor ofand ~~fiscal~~aroma ~~year~~profiles ~~2026~~through tobioprocess ~~consultants,~~optimization ~~partially offset by a decrease in expenses related to corporate activities, such as professional services expenses~~ and ~~public~~downstream ~~relations~~refinement.

~~Other~~Kokomodo - ~~Financial~~On ~~Income~~April 28, 2025, we completed the acquisition of approximately 79% of the equity in Kokomodo (~~expenses~~held as a majority owned subsidiary of our wholly owned subsidiary, Pluri Biotech). Kokomodo, ~~net~~an Israeli company, is an innovative agfood startup pioneering the sustainable production of cacao using cellular agriculture technology. Instead of relying on traditional tropical farming, Kokomodo cultivates real cacao directly from plant cells in controlled environments, such as bioreactors, making climate-resilient cacao accessible year-round on a global scale. Founded in 2024, Kokomodo aims to transform the cacao industry, reducing environmental impact while ensuring a steady, high-quality supply for chocolate and related products.

~~Other financial income (expenses),~~Food net, increased from $621,000 in financial expenses for the three-month period ended September 30, 2024 to $439,000 in financial income for the three-month period ended September 30, 2025. This increase is mainly attributed to exchange rate differences expenses related to the EIB Loan due to fluctuations between the U.S. dollar against the Euro, and from an increase in income from hedging transactions, partially offset by a decrease in interest income from deposits, caused by reduced deposit balances following withdrawals. Tech

~~Interest~~Ever After ~~Expenses~~Foods - In 2022, we announced the establishment of a joint venture with Tnuva Food Industries - Agricultural Cooperative in Israel Ltd. (“Tnuva”), Ever After Foods, incorporated under the laws of the State of Israel. The purpose of the joint venture is to develop and commercialize scalable production technologies for cultivated meat, supporting the development of a wide range of cultivated meat products with industry partners.

~~Interest~~Leveraging Pluri’s ~~expenses~~innovative ~~related to~~technology, ~~our~~Ever ~~outstanding~~After ~~balance~~Foods ofhas ~~the~~rapidly ~~EIB~~advanced ~~Loan~~its ~~and~~scalable ~~all~~production ~~changes~~platform, ~~during~~developing ~~the~~a ~~three~~business-~~month~~to-business (“B2B”), ~~period~~version ~~ended~~of ~~September~~its 30proprietary technology system, ~~2025~~Ever ~~compared~~After toFoods has demonstrated the ~~three-month period~~natural ~~ended~~production ~~September~~of ~~30,~~muscle and ~~2024,~~fat ~~are~~tissues ~~attributable~~for ~~solely~~various toanimal ~~currency~~cells, ~~rate~~ensuring ~~differences~~taste, offeel, ~~the~~and ~~Euro~~texture ~~compared~~akin to ~~the~~conventional ~~U.S.~~animal-derived ~~dollar~~meat.

~~Net~~In June ~~Loss~~2024, we entered into a share purchase agreement by and among Ever After Foods, Tnuva, and certain other international strategic investors, pursuant to which Ever After Foods issued and sold, ordinary shares in a private placement offering (the “Ever After Foods Offering”), for aggregate gross proceeds of $10 million. As part of the Ever After Foods Offering, we invested $1.25 million. In addition, our wholly owned subsidiary, Pluri Biotech, and Ever After Foods executed an Amended and Restated Technology License Agreement, dated June 12, 2024 (the “Amended License”). The Amended License amended the parties’ existing license agreement dated as of February 23, 2022, to expand the scope of the license to include fish and seafood.

~~Net loss for the three-month~~The ~~period~~$10 ~~ended~~million ~~September~~funding ~~30,~~round ~~2025,~~supports ~~was~~Ever ~~$6,132,000,~~After ~~compared~~Foods’ toB2B ~~net~~technology ~~loss of $6~~platform,~~036,000~~ ~~for~~positioning ~~the~~it ~~three-month~~as ~~period~~a ~~ended~~sustainable ~~September~~technology ~~30, 2024~~enabler. ~~The~~Following ~~increase is mainly due to~~ the ~~increase~~closing inof ~~R&D expenses, net and general and administrative expenses, partially offset by an increase in financial income, net, for~~ the ~~reasons mentioned above. We had a net loss attributed to our non-controlling interest in~~ Ever After Foods ~~for~~Offering, ~~the~~Pluri ~~three-month~~Biotech ~~period~~holds ~~ended~~approximately ~~September~~69% ~~30, 2024~~ of ~~$154,000, and $282,000 for the three-month period ended September 30, 2025 with respect to~~ Ever After Foods ~~and Kokomodo~~.

~~Loss~~In February ~~per~~2025, ~~share~~Ever ~~for~~After ~~the~~Foods ~~three-month period~~announced ~~ended~~a ~~September~~strategic ~~30,~~collaboration ~~2025,~~with ~~was $0.65~~Bühler, ~~compared~~ to ~~$1.08~~jointly ~~loss~~advance ~~per~~scalable ~~share~~cultivated ~~for~~meat ~~the~~production systems ~~three-month~~specifically ~~period~~designed ~~ended~~for ~~September~~the ~~30,~~food ~~2024~~industry. The ~~decrease~~ inparties ~~the~~intend ~~loss~~to ~~per~~develop ~~share~~and ~~was~~deploy ~~primarily~~manufacturing anequipment ~~increase~~that inenables ~~our weighted average number of shares outstanding which reflects the issuance~~food ofproducers ~~additional~~to ~~shares~~efficiently ~~upon~~produce ~~the~~cultivated ~~vesting~~meat ofat ~~RSUs~~significantly ~~and~~reduced ~~restricted~~costs ~~shares issued to directors, employees~~ and ~~consultants~~at ~~and~~volumes ~~pre-funded~~suitable ~~warrants, partially offset by an increase in the loss~~ for ~~the~~market ~~year~~entry.

22Aesthetics and Wellness

~~For~~Cellav - ~~the~~In ~~three-month~~November ~~periods ended~~2025, ~~September~~we 30established Cellav, ~~2025~~a wholly owned subsidiary focused on developing regenerative skin and ~~2024,~~hair wesolutions ~~had~~using its ~~weighted~~proprietary ~~average~~3D ~~common~~cell ~~shares~~expansion ~~outstanding~~technology. ofCellav 8develops cell-derived ingredients,~~995,635~~ including exosomes and ~~5,459,236,~~cell ~~respectively~~extracts, ~~which~~for ~~were~~integration ~~used~~into inpartner ~~the~~formulations ~~computations~~and offor ~~net~~use ~~loss~~in ~~per~~professional ~~share~~and ~~for~~consumer ~~the~~skincare ~~three-month~~and ~~period~~haircare products.

~~Liquidity and Capital Resources~~22

AsDuring the first and second quarters of ~~September~~fiscal 30year 2026, ~~2025~~and through the date of this report, we continued to advance our activities across our ~~total~~foodtech, ~~current~~AgTech ~~assets~~and ~~were~~cell-based ~~$16,921,000~~aesthetics and ~~total~~wellness ~~current~~subsidiaries. ~~liabilities~~Each ~~were~~of ~~$32~~Ever After Foods,~~160~~ Kokomodo,~~000.~~ OnCoffeesai ~~September~~and 30Cellav entered into collaboration agreements with leading counterparties in Asia, ~~2025~~Europe, weand ~~had~~the aUnited ~~working~~States ~~capital~~to evaluate and potentially further ~~deficit~~develop applications of ~~$15~~our proprietary technologies in their respective fields. These collaborations are structured around initial,~~239~~ partner-funded POC or pilot programs,~~000,~~ ~~total~~designed ~~deficit~~to assess the application of $5our technologies in cultivated meat,~~647~~ cacao,~~000~~ coffee, ~~out~~and ofcell-based skincare, ~~which~~and $5may,~~713~~ subject to positive outcomes,~~000~~ isbe ~~attributed~~expanded tointo ~~the~~subsequent ~~non-controlling~~development ~~interest~~or incommercialization ~~Ever~~activities. ~~After~~Collectively, ~~Foods~~we believe that these collaborations underscore the growing commercial and ~~Kokomodo,~~technological validation of our platform and anenhance ~~accumulated~~our ~~deficit~~strategic positioning ofacross ~~$448,905,000~~multiple industries.

~~Our cash and cash equivalents~~RESULTS ~~and~~OF ~~restricted~~OPERATIONS ~~cash~~– asTHREE ofAND ~~September~~SIX ~~30,~~MONTHS ~~2025~~ENDED ~~amounted~~DECEMBER ~~to $4~~31,~~687,000,~~ ~~compared to $3,563,000 as of September 30, 2024, and compared to $6,317,000 as of June 30,~~ 2025. ~~Cash~~COMPARED ~~balances~~TO ~~changed~~THREE inAND ~~the~~SIX ~~three~~MONTHS ~~months~~ENDED ~~ended~~DECEMBER ~~September 30~~31, ~~2025 compared to the three months ended September 30,~~ 2024 ~~for the reasons presented below.~~

~~Cash used in operating activities increased to $5,428,000 during the three months ended September 30, 2025,~~Revenues

Revenues for the six-month and three-month periods ended December 31, 2025 were $514,000 and $198,000, respectively, as compared to $4511,~~064~~000 and $185,000 during the six-month and three-month ~~months~~ periods ended ~~September~~December 3031, 2024, ~~primarily~~respectively. ~~due~~Revenues tofor athe ~~decrease~~six-month inand ~~grants~~three-month periods ~~received~~ended ~~from~~December ~~the~~31, ~~IIA~~2025 and ~~NIAID contract funding~~2024, ~~effect~~were ofprimarily ~~exchange~~generated ~~rate, and~~from ~~continued~~services ~~payments~~provided to ~~employees,~~CDMO ~~partially~~clients ~~offset~~for byprocess aand ~~decrease~~product indevelopment and ~~continued~~additional ~~payments~~revenues tofrom ~~suppliers~~POC ~~and~~collaborations ~~subcontractors~~in the AgTech field.

~~Cash provided by investing~~Cost activities was $3,850,000 and $585,000 during the three months ended September 30, 2025, and 2024, respectively. Cash provided by investing activities for the three months ended September 30, 2025, consisted primarily of proceeds from short-term deposits, net of $3,966,000, partially offset by payments of $116,000 related to investments in property and equipment. Cash provided by investing activities for the three months ended September 30, 2024, consisted primarily of proceeds from short-term deposits, net of $793,000, partially offset by payments of $208,000 related to investments in property and equipment.Revenues

WeCost of ~~had~~revenues nofor ~~financing~~each ~~activities in~~of the six-month and three-month ~~months~~periods ended ~~September~~December 3031, 2025 were $313,000 and $112,000, respectively, as compared to $200,000 and $74,000 during the six-month and three-month periods ended December 31, 2024, respectively. Cost of revenues includes manufacturing costs related to our CDMO and AgTech fields, which primarily consist of materials, personnel-related and overhead costs. The increase in cost of revenues for each of the six-month and three-month periods ended December 31, 2025 is attributed to higher personnel costs associated with projects during the current period.

InResearch and ~~July~~Development ~~2025~~Expenses, ~~our Chief Executive Officer (“CEO”) agreed to forgo 25% percent of his monthly base salary for a period of six months commencing July 2025.~~Net

~~On October 15~~R&D expenses, ~~2025,~~net ~~the Company’s~~(costs ~~Board~~less ofparticipation ~~Directors~~by (the ~~“Board”)~~IIA, ~~approved~~Horizon aEurope ~~grant~~and ofthe ~~equity~~National ~~awards~~Institute toof ~~our~~Allergy ~~CEO,~~and inInfectious ~~recognition~~Diseases of(“NIAID”)) for the ~~achievement of~~six-month ~~certain~~period ~~performance~~ended ~~objectives~~December ~~and~~31, ~~other~~2025 ~~accomplishments~~increased by ~~during~~33% ~~fiscal~~from ~~year~~$5,814,000 ~~2025.~~for ~~The~~the ~~approved~~six-month ~~equity~~period ~~awards~~ended ~~consist~~December of31, ~~(i) 39~~2024,~~050~~ ~~RSUs~~to ~~which~~$7,757,000. ~~are~~The ~~fully~~increase ~~vested,~~is ~~and~~mainly attributed to (ii1) ~~stock~~an ~~options~~increase toin ~~purchase~~salaries ~~39,050~~and ~~common~~a ~~shares~~related ofexpenses ~~the~~mainly ~~Company~~attributed ~~which~~to ~~are~~exchange rate ~~fully~~differences ~~vested~~expenses and ~~exercisable for~~the aaddition ~~period~~ of ~~three~~new ~~years~~employees atfollowing anthe ~~exercise~~acquisition ~~price~~ of ~~$5.00~~our ~~per~~subsidiary, ~~share. Since only share-based awards~~Kokomodo, ~~rather~~and (2) ~~than~~an ~~cash compensation, were~~increase ~~granted~~in ~~for~~lease ~~such~~payments ~~achievement~~on ofour ~~performance~~facilities ~~objectives~~mainly ~~for~~due ~~fiscal~~to ~~year~~Ever ~~2025,~~After ~~the~~Foods’ ~~provision~~new ~~previously~~operating ~~recorded~~facility, inpartially ~~the~~offset ~~amount~~by of(3) ~~approximately~~a decrease ~~$41,000,~~in ~~was~~participation ~~reversed~~by NIAID.

~~The Board further approved,~~R&D ~~contingent~~expenses, ~~upon~~net ~~the~~(costs ~~achievement~~less ofparticipation ~~certain objectives and accomplishments~~ by ~~December~~the 31IIA, ~~2025,~~Horizon ~~the~~Europe ~~future~~and ~~grant to~~ the ~~CEO of (i~~NIAID) ~~9,266 RSUs,~~for ~~and~~the ~~(ii)~~three-month ~~stock~~period ~~options~~ended toDecember ~~purchase 9~~31,~~266~~ ~~common~~2025 increased by ~~shares~~31% offrom ~~the~~$2,925,000 ~~Company.~~for ~~The~~the ~~grant~~three-month ~~date~~period ofended ~~such~~December ~~RSUs~~31, ~~and~~2024 ~~stock~~to ~~options~~$3, ~~if awarded~~826, ~~will~~000. beThe ~~the~~increase ~~date~~is onmainly ~~which~~attributed to the ~~applicable~~same ~~objectives~~reasons ~~are~~described ~~satisfied,~~in ~~and~~ the ~~stock~~preceding ~~options will be exercisable for three years at an exercise price of $5~~paragraph.~~00 per share.~~

~~On February 13, 2024, we entered~~General ~~into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), as agent, pursuant to which we may issue~~ and ~~sell~~Administrative our common shares having an aggregate offering price of up to $10 million, from time to time through A.G.P. As of November 12, 2024, we have sold an aggregate of 42,729 common shares pursuant to the Sales Agreement at an average price of $5.93 per share.Expenses

WeGeneral and ~~have~~administrative anexpenses ~~effective~~for ~~Form S~~the six-3month ~~registration~~period ~~statement~~ended ~~(File~~December ~~No. 333-273347)~~31, ~~filed~~2025 ~~under~~increased by 14% from $4,652,000 for the ~~Securities~~six-month period ~~Act~~ended ofDecember ~~1933~~31, as2024 ~~amended~~to $5,300,000. ~~with~~The ~~the~~increase ~~SEC~~is ~~using~~mainly aattributed ~~“shelf” registration~~to ~~process.~~(1) ~~Under~~an ~~this~~increase ~~shelf~~in ~~registration~~share-based ~~process~~compensation expenses related to restricted shares (“RS”), werestricted ~~may~~stock units (“RSUs”), ~~from~~and ~~time~~options which were granted during the first half of fiscal year 2026 to ~~time~~consultants, ~~sell~~and a grant of equity awards to our ~~common~~Chief ~~shares~~Executive Officer (“CEO”), ~~preferred~~in ~~stock~~recognition of the achievement of certain performance objectives and ~~warrants~~other accomplishments during fiscal year 2025, (2) an increase in salaries and a related expenses mainly attributed to ~~purchase~~exchange ~~common~~rate ~~shares,~~differences expenses and due to the addition of ~~two~~new oremployees ~~more~~following the acquisition of ~~such~~our ~~securities~~subsidiary, inKokomodo, ~~one~~partially oroffset ~~more~~by ~~offerings~~(3) ~~for~~a anreduction ~~aggregate~~in ~~initial~~our ~~offering~~CEO’s ~~price~~salary, whereby he waived 25% of his salary, from ~~$200~~July ~~million~~through ~~(including~~December ~~amounts~~2025, ~~sold~~employee ~~under~~terminations and the ~~Sales~~execution ~~Agreement~~of a cost-reduction plan, and (4) a decrease in expenses related to corporate activities, such as professional services expenses and public relations.

InGeneral and ~~April~~administrative ~~2020,~~expenses wefor ~~and~~the ~~our subsidiaries,~~three-month ~~Pluri~~period ~~Biotech~~ended ~~and~~December ~~Pluristem GmbH~~31, ~~executed~~2025 ~~the~~increased ~~EIB~~by ~~Finance~~29% ~~Agreement~~from $2,143,000 for ~~non~~the three-~~dilutive~~month ~~funding~~period ended ofDecember up31, 2024 to ~~€50~~$2,766,000. ~~million in~~The ~~the~~increase ~~aggregate,~~is ~~payable~~mainly attributed to an increase in ~~three~~share-based ~~tranches.~~compensation ~~The~~expenses ~~proceeds~~related to ~~from~~RS, ~~the~~RSUs, ~~EIB~~and ~~Finance~~options ~~Agreement~~which were ~~intended~~granted toduring ~~support~~the ~~our~~first ~~R&D~~half inof ~~the~~fiscal ~~European Union~~year 2026 to ~~further~~consultants, ~~advance~~and ~~our~~a ~~regenerative~~grant ~~cell~~of ~~therapy~~equity ~~platform~~awards to our CEO, ~~and~~in torecognition ~~bring~~of the ~~products~~achievement inof ~~our~~certain ~~pipeline~~performance toobjectives ~~market.~~and ~~The~~other ~~initial~~accomplishments ~~funding period~~during ~~under~~fiscal ~~the~~year ~~EIB~~2025, ~~Finance~~partially offset ~~Agreement~~by ~~was~~a ~~three~~decrease ~~years~~in ~~commencing~~expenses onrelated ~~January~~to 1corporate activities, ~~2020~~such as professional services expenses and public relations.

~~During June 2021, we received~~Other ~~the~~Financial ~~first~~Income ~~tranche in the amount of €20 million pursuant to the EIB Finance Agreement. The amount received is due to be repaid on June 1~~(expenses), 2026, and bears annual interest of 4% to be paid together with the principal of the loan. Discussions with the EIB regarding a potential restructuring of the EIB Loan, including a possible extension of its maturity date are in progress. However, there is no certainty as to the outcome of these discussions. As of September 30, 2025, the interest accrued was in the amount of approximately €3.5 million. In addition to the interest payable, the EIB is also entitled to royalty payments, pro-rated to the amount disbursed from the EIB loan, on our consolidated revenues beginning in the fiscal year 2024 up to and including fiscal year 2030, in an amount equal to up to 2.3% of our consolidated revenues below $350 million, 1.2% of our consolidated revenues between $350 million and $500 million, and 0.2% of our consolidated revenues exceeding $500 million. As of September 30, 2025, we had an accrued royalty in the amount of $15 thousand. Since the initial funding period under the EIB Finance Agreement ended on December 31, 2022, we do not expect to receive additional funds pursuant to the EIB Finance Agreement.net

OnOther ~~July~~financial 11income (expenses), ~~2023~~net, wedecreased ~~signed~~from ~~a three-year~~ $~~4.2~~1,437,000 ~~million~~in ~~contract~~financial ~~with~~income for the ~~NIAID~~six-month period ended December 31, ~~which~~2024 isto ~~part~~$296,000 in offinancial income for the ~~National~~six-month ~~Institute~~period ofended ~~Health~~December ~~(“NIH”)~~31, 2025. We ~~will~~The ~~collaborate~~decrease ~~with~~is ~~the~~mainly ~~U.S.~~attributed ~~Department~~to of(1) ~~Defense’s~~exchange ~~Armed~~rate ~~Forces~~differences expenses ~~Radiobiology~~related ~~Research~~to ~~Institute~~the ~~and~~EIB ~~the~~Loan ~~Uniformed~~(as ~~Services University~~defined ofbelow) ~~Health~~following ~~Sciences~~fluctuation tobetween ~~further~~the ~~advance~~U.S. dollar against the ~~development~~Euro, of(2) ~~our~~a ~~PLX-R18~~decrease ~~cell~~in interest ~~therapy~~income asfrom adeposits, ~~potential~~resulting ~~novel~~from ~~treatment~~reduced ~~for~~deposit ~~H-ARS. H-ARS~~levels isdue to withdrawals, (3) a ~~deadly~~decrease ~~disease~~due ~~that~~to ~~can~~exchange ~~result~~rate ~~from~~expenses on ~~nuclear~~a ~~disasters~~lease ~~and~~liability ~~radiation~~due ~~exposure.~~to ~~The~~the ~~term~~ strength of ~~this~~the ~~contract~~New ~~was~~Israeli ~~from~~Shekel ~~July 1~~(“NIS”), ~~2023~~against ~~through~~the ~~June~~U.S. 30Dollar, ~~2024,~~partially ~~with~~offset by (4) an ~~optional~~increase ~~extension~~in ~~for~~income anfrom ~~additional~~hedging ~~two-year period~~transactions.

OnOther financial ~~June~~income 6(expenses), ~~2024~~net, ~~the~~decreased ~~NIAID exercised~~from ~~its~~$2,058,000 ~~option~~in ~~for~~financial ~~year~~income ~~two~~for of the three-~~year~~month ~~contract.~~period ~~During~~ended ~~the~~December 1231, ~~months~~2024 ~~period~~to $143,000 ~~from~~in ~~July~~financial 1,expenses ~~2024~~for ~~through~~the ~~June~~three-month 30period ended December 31, 2025,. ~~the NIAID~~The ~~was~~decrease tois ~~provide~~mainly usattributed ~~with~~to $(1.4) ~~million~~exchange rate differences expenses related to ~~manufacture~~the EIB Loan (as defined below) following fluctuation between the ~~PLX-R18~~U.S. ~~cell~~dollar ~~therapy~~against ~~and~~the toEuro, (2) ~~conduct~~a ~~both~~decrease in ~~vitro~~interest income from deposits, resulting from reduced deposit levels due to withdrawals, and in(3) ~~vivo~~a ~~studies~~decrease due to ~~develop~~exchange ~~PLX-R18~~rate asexpenses on a ~~potential~~lease ~~novel~~liability ~~treatment~~due ~~for~~to ~~hematopoietic~~the ~~complications~~strength of the ~~H-ARS~~NIS, against the U.S. Dollar.

~~On April 15, 2025, Pluri Biotech~~Interest ~~received~~Expenses a formal notice of termination from the NIAID, according to which, the contract was terminated for the Government’s convenience, and such termination was effective as of April 15, 2025. We believe that the termination of the contract may reflect broader federal budgetary and administrative adjustments that have affected multiple health-related agencies, including the NIH. As of the date of this Quarterly Report, we received a total of $2.3 million in funding under the contract.

~~Non~~Interest expenses related to our outstanding loan received from the EIB and all changes during the six-~~dilutive~~month ~~grants~~and three-month periods ended December 31, 2025 compared to the six-month and three-month periods ended December 31, 2024 are attributable solely to currency rate differences of the Euro compared to the U.S. dollar.

~~Israel~~Net ~~Innovation Authority (IIA)~~Loss

~~According~~Net loss tofor the ~~IIA~~six-month ~~grant terms,~~and wethree-month ~~are~~periods ~~required~~ended toDecember ~~pay~~31, ~~royalties~~2025 atwere a$13,004,000 ~~rate of 3% on sales of products~~ and ~~services~~$6,872,000, ~~derived~~respectively, ~~from~~as ~~technology~~compared ~~developed using this~~to ~~and~~net ~~other~~loss ~~IIA~~of ~~grants~~$9,146,000 ~~until~~and ~~100%~~$3,110,000 offor the ~~dollar~~six-~~linked~~month ~~grants~~and ~~amount~~three-month ~~plus~~periods ~~interest~~ended ~~are~~December ~~repaid.~~31, ~~In the absence of such sales~~2024, ~~no payment is required~~respectively. ~~Through~~The ~~September~~increase ~~30,~~is mainly ~~2025,~~due ~~total~~to ~~grants obtained from~~ the ~~IIA~~increase ~~aggregated~~in toR&D ~~approximately~~expenses, ~~$28.2~~net, ~~million~~general and ~~total~~administrative ~~royalties paid~~expenses and ~~accrued~~financial ~~amounted~~income, tonet, ~~$179~~for ~~thousand~~the reasons mentioned above.

~~The IIA may impose certain~~We ~~conditions~~had ona ~~any~~net ~~arrangement~~loss ~~under~~attributed ~~which~~to ~~the~~our ~~IIA~~non-controlling ~~permits~~interest ~~the~~with ~~Company~~respect to ~~transfer~~Ever ~~technology~~After orFoods ~~development~~and ~~out~~Kokomodo of ~~Israel~~$611,000 orand ~~outsource manufacturing~~$329,000 ~~out of Israel. While~~ for the ~~grant~~six-month isand ~~given~~three-month toperiods ~~the~~ended ~~Company~~December ~~over~~31, a2025, ~~certain~~respectively, ~~period~~as ofcompared ~~time~~to ~~(usually a year)~~$308,000 ~~the requirements~~ and ~~restrictions~~$154,000, ~~under the Israeli Law~~ for the ~~Encouragement~~six-month and ofthree-month ~~Industrial~~periods ~~Research~~ended ~~and~~December ~~Development~~31, ~~1984~~2024, ~~continue and do not have a set expiration period~~respectively, ~~except~~with ~~for~~respect ~~the royalties, which requirement~~ to ~~pay~~Ever ~~them~~After ~~expires after payment in full~~Foods.

24Net loss per share attributed to shareholders for the six-month and three-month periods ended December 31, 2025 were $1.36 and $0.71, respectively, as compared to $1.61 and $0.53 for the six-month and three-month periods ended December 31, 2024, respectively. The decrease in the loss per share was due primarily to an increase in our weighted average number of shares outstanding which reflects the issuance of additional shares upon the vesting of RSUs and RS issued to directors, employees and consultants and pre-funded warrants, partially offset by an increase in the loss for the year.

On October 28, 2024, we announced that the IIA will fund our collaboration with Bar-Ilan University Research and Development Company Ltd. (“BIRAD”), to support the continued development of MAIT cells for the treatment of solid tumors. As part of this collaboration, novel Chimeric Switch Receptors, developed by Prof. Cohen, head of laboratory of tumor immunology and immunotherapy at Bar-Ilan University, will be integrated into our CAR-MAIT cell therapy platform to enhance tumor specificity and therapeutic efficacy. The collaboration leverages our proprietary MAIT cell technology alongside BIRAD’s expertise in engineering clinically optimized T-cell modification vectors. The IIA has committed to fund the collaboration for an initial term of one year, with an option to extend it for an additional year, subject to the IIA’s approval. During October 2025, we received approval for an additional month to finish the program until November 30, 2025. The total approved budget for the first year is NIS 549,067 (approximately $166,000).24

EUFor the ~~grants~~six-month and three-month ~~Horizon~~periods ~~2020~~ended December 31, 2025 and ~~Horizon~~2024, ~~Europe~~we had weighted average common shares outstanding of 9,127,616, 9,260,439 and 5,505,915, 5,552,931, respectively, which were used in the computations of net loss per share for the six-month and three-month periods.

~~On September 6, 2022, we announced~~Liquidity ~~that~~and aCapital €7.5 million non-dilutive grant from the European Union’s Horizon program was awarded to Advanced PeRsOnalized Therapies for Osteoarthritis (“PROTO”), an international collaboration led by Charité Berlin Institute of Health Center for Regenerative Therapies (“Charité”). The goal of the PROTO project is to utilize our PLX-PAD cells in a Phase I/II study for the treatment of mild to moderate knee osteoarthritis.Resources

AnAs of ~~amount~~December of31, ~~approximately €500~~2025,~~000~~ ~~(approximately~~our ~~$540,000)~~total iscurrent aassets ~~direct~~were ~~grant~~$13,804,000 ~~that~~and ~~will~~total becurrent ~~allocated~~liabilities towere us$32,346,000. ~~Through~~On ~~September~~December 3031, 2025, we ~~received~~had a ~~payment of~~working ~~approximately~~capital deficit of $~~330~~18,542,000, intotal ~~cash~~deficit asof ~~part~~$9,213,000, out of which $5,395,000 is attributed to the ~~PROTO~~non-controlling interest ~~program~~in Ever After Foods and Kokomodo, and an accumulated deficit of $455,448,000.

InOur cash ~~June~~and ~~2025,~~cash ~~the~~equivalents ~~clinical study~~and ~~was~~restricted ~~approved~~cash byas ~~the~~of ~~Paul-Ehrlich-Institut.~~December ~~The~~31, ~~study~~2025 isamounted ~~conducted~~to ~~at Charité~~$4,914,000, ~~together~~compared ~~with~~to an$7,490,000 ~~international~~as ~~consortium~~of December 31, 2024 and ~~under~~compared ~~the~~to ~~leadership~~$6,317,000 as of ~~Professor~~June ~~Tobias Winkler~~30, ~~Principal~~2025. ~~Investigator,~~Cash atbalances changed in the ~~Berlin~~six-month ~~Institute~~period ofended ~~Health~~December ~~Center~~31, of2025 ~~Regenerative~~compared to ~~Therapies,~~the ~~Julius~~six-month ~~Wolff~~period ~~Institute~~ended ~~and~~December ~~Center~~31, 2024 for ~~Musculoskeletal~~the ~~Surgery~~reasons presented below.

~~The~~Net cash ~~currency~~used offor ~~our~~operating ~~financial~~activities increased to $10,633,000 during the six-month period ended December 31, 2025, compared to $8,692,000 ~~portfolio~~during isthe ~~mainly~~six-month period ended December 31, 2024, primarily due to increase in ~~U.S.~~exchange ~~dollars~~rate, increase in salaries following the acquisition of our subsidiary, Kokomodo and wea ~~use~~decrease ~~options~~in ~~contracts~~grants received from the IIA and ~~other~~NIAID ~~financial~~contract ~~instruments~~funding , partially offset by an increase in ~~order~~cash togenerated ~~hedge~~from ~~our~~services ~~exposures~~provided to ~~currencies other~~CDMO ~~than~~clients for process and product development, as well as income from fees in the UAgTech sector.~~S. dollar.~~

~~Outlook~~Investing activities provided cash of $6,508,000 in the six-month period ended December 31, 2025, compared to cash provided of $9,230,000 for the six-month period ended December 31, 2024. Cash provided by investing activities for the six-month period ended December 31, 2025, consisted primarily of proceeds from short-term deposits, net of $7,071,000, partially offset by payments of $563,000 related to investments in property and equipment. Cash provided by investing activities for the six-month period ended December 31, 2024, consisted primarily of proceeds from short-term deposits, net of $9,550,000, partially offset by payments of $320,000 related to investments in property and equipment.

We Financing activities ~~have~~provided ~~accumulated~~cash ~~a deficit~~ of $~~448~~2,~~905~~843,000 ~~since our inception~~ in ~~May~~the ~~2001.~~six Wemonths doended ~~not~~December ~~anticipate~~31, ~~generating~~2025, ~~any~~which ~~significant~~were ~~revenues~~related ~~from~~to ~~sales~~net ofproceeds ~~products~~received ~~in the~~from ~~next~~the ~~twelve~~issuances ~~months.~~of ~~While~~common weshares ~~have~~and ~~made~~warrants, ~~meaningful~~net ~~progress~~of inissuance ~~reducing~~cost ~~our~~related ~~burn~~to ~~rate~~the inOffering ~~recent~~(as ~~years,~~defined itbelow) isand ~~unlikely~~the ~~that~~Sales ~~near-term revenues~~Agreement ~~will~~with ~~exceed our operating costs~~A.G.P We(as ~~may~~defined ~~need~~below), toas ~~secure~~well ~~additional~~as, ~~sources~~proceeds ofrelated ~~liquidity~~ to ~~support~~ the ~~commercialization~~SAFE ofAgreement ~~our~~(as ~~products and~~defined ~~technologies,~~below). asWe ~~well~~had asno tofinancing ~~sustain~~activities in ~~our~~the ~~ongoing~~six-month ~~R&D~~period ~~activities~~ended December 31, 2024.

AsIn ofJuly ~~September 30,~~ 2025, our ~~cash~~CEO ~~balances~~agreed ~~(cash~~to ~~and~~forgo ~~cash~~25% ~~equivalents,~~percent ~~short-term~~of ~~bank~~his ~~deposits,~~monthly ~~restricted cash and restricted bank deposits) totaled $16~~salary,~~393,000.~~ Wein ~~are addressing our liquidity issues by implementing initiatives to allow~~ the ~~continuation~~amount of ~~our~~NIS ~~activities.~~148,500 ~~Our current~~for ~~operating~~a ~~plan~~period ~~includes various assumptions concerning the level and timing~~ of ~~cash~~six ~~outflows~~months ~~for operating activities and capital~~commencing ~~expenditures,~~July ~~which include a cost-reduction plan~~2025.

~~Our~~On October ~~ability~~15, to2025, ~~successfully carry~~the ~~out~~Company’s ~~our~~Board ~~business~~of ~~plan,~~Directors is(the ~~primarily~~“Board”) ~~dependent~~approved ~~upon~~a ~~our~~grant ~~ability~~of toequity ~~(1)~~awards ~~obtain~~to ~~sufficient~~our ~~additional capital~~CEO, ~~(2)~~in ~~enter licensing~~recognition orof ~~other~~the ~~commercial,~~achievement ~~partnerships~~of ~~and~~certain ~~collaboration~~performance ~~agreements,~~objectives ~~(3)~~and ~~provide~~other ~~CDMO~~accomplishments ~~services~~during tofiscal ~~clients,~~year ~~(4)~~2025. ~~enter~~The ~~into~~approved ~~agreement~~equity ~~with~~awards ~~the~~consist ~~EIB~~of ~~regarding~~(i) ~~the~~39,050 ~~EIB~~RSUs ~~Loan~~which ~~restructuring~~are fully vested, and (5ii) ~~receive~~stock ~~other~~options ~~sources~~to ofpurchase ~~funding~~39,050 ~~including~~common ~~non-diluting~~shares ~~sources~~of ~~such~~the asCompany ~~grants.~~which ~~There~~ are nofully ~~assurances,~~vested and ~~however,~~exercisable ~~that~~for wea ~~will~~period beof ~~successful~~three inyears ~~obtaining~~at an ~~adequate~~exercise ~~level~~price of ~~financing~~$5.00 ~~needed~~per ~~for~~share. As the ~~long-term~~performance ~~development and~~objectives ~~commercialization~~for offiscal ~~our~~year ~~products,~~2025 were orsatisfied ~~any~~through ~~financing~~share-based atawards ~~all.~~rather Inthan ~~the~~cash ~~event~~compensation, ~~that~~the weprovision ~~are~~previously ~~unable~~recorded toin ~~obtain~~ the ~~required~~amount ~~level~~ of ~~financing,~~approximately ~~our~~$41,000, ~~operations~~was ~~may need to be scaled down or discontinued~~reversed.

~~According~~The Board tofurther ~~our management’s estimates~~approved, wecontingent doupon ~~not~~the ~~have~~achievement ~~sufficient~~of ~~resources~~certain toobjectives ~~meet~~and ~~our~~accomplishments ~~operating~~by ~~obligations~~December ~~for~~31, at2025, ~~least~~the ~~twelve~~future ~~months~~grant to ~~from~~ the ~~issuance~~CEO ~~date~~ of ~~our~~ ~~interim~~(i) ~~unaudited~~9,266 ~~condensed~~RSUs, ~~consolidated~~and ~~financial~~(ii) ~~statements,~~stock ~~which~~options ~~was~~to ~~November~~purchase 129,266 ~~2025~~common shares of the Company. ~~These~~As ~~conditions~~of ~~raise~~December ~~substantial~~31, ~~doubt~~2025, the applicable ~~about~~objectives ~~our~~had ~~ability~~not tobeen ~~continue~~achieved, asand atherefore ~~going~~no ~~concern~~grant was made.

~~Item 4. Controls and Procedures.~~25

~~Evaluation of Disclosure~~On ~~Controls~~November ~~and~~13, ~~Procedures~~2025, -Kokomodo Weentered ~~maintain~~into a ~~system~~Simple ofAgreement ~~disclosure~~for ~~controls~~Future ~~and~~Equity ~~procedures~~agreement ~~that~~(the ~~are~~“SAFE ~~designed~~Agreement”) with an investor for an aggregate amount of $300,000. In the ~~purposes~~event of ~~ensuring that~~an ~~information~~Equity ~~required~~Financing, towhich beis ~~disclosed~~defined in ~~our~~the ~~SEC~~SAFE ~~reports~~Agreement isas ~~recorded,~~a ~~processed~~capital raising transaction or series of transactions, ~~summarized~~pursuant to which (i) Kokomodo issues and ~~reported~~sells ~~within~~a new series of preferred shares of Kokomodo at a fixed pre-money valuation; and (ii) at least 25% of the ~~time~~amount ~~periods~~of ~~specified~~the capital raised is not attributed to the SAFE Investors (as defined in the ~~SEC’s~~SAFE ~~rules~~Agreement), ~~and~~the ~~forms~~investment will be automatically converted into the number of most senior preferred shares of Kokomodo, ~~and~~equal to ~~that~~the ~~such~~purchase ~~information~~amount isdivided ~~accumulated~~by ~~and~~either: ~~communicated~~(1) the price per share equal to ~~our~~a ~~management,~~Valuation ~~including~~Cap ~~our~~(as ~~CEO~~defined ~~and our~~in ~~Chief~~the ~~Financial~~SAFE ~~Officer~~Agreement) divided by Kokomodo Capitalization (~~“CFO”~~as defined in the SAFE Agreement), or (2) the price per preferred share sold in the Equity Financing discounted by 20%. The SAFE was classified as ~~appropriate~~a tolong-term ~~allow~~liability, ~~timely~~accounted ~~decisions~~at ~~regarding~~fair ~~required~~value, ~~disclosures~~with remeasurement at each reporting period.

AsOn December of4, ~~the~~2025, ~~end~~in oforder to ensure the ~~period covered~~Company’s byfinancial ~~this~~stability, ~~report~~the Board approved, weat ~~carried~~the ~~out~~recommendation anof ~~evaluation~~the Company’s management, ~~under~~(i) ~~the~~a ~~supervision~~30% ~~and~~monthly ~~with~~cash salary reduction in the ~~participation~~amount of NIS 59,400 to Mr. Yanay, our CEO, applicable to months of January 2026 and ~~our~~February ~~CFO~~2026, of(ii) a 20% cash salary reduction in the ~~effectiveness~~ amount of ~~our~~NIS ~~disclosure~~33,000 ~~controls~~to ~~and~~Mrs. ~~procedures~~Zalts, asour ~~defined~~Chief inFinancial ~~Rule~~Officer ~~13a-15~~(e“CFO”), applicable to months of ~~the~~December ~~Securities~~2025, ~~Exchange~~January ~~Act~~2026 ofand ~~1934~~February 2026, asand (iii) ~~amended. Based~~a on20% monthly fee reduction to the fees that ~~evaluation,~~are paid ~~our~~to ~~CEO~~the ~~and~~Company’s ~~CFO~~directors ~~concluded~~applicable ~~that~~to ~~our~~the ~~disclosure~~months ~~controls~~of ~~and~~December ~~procedures~~2025 ~~are~~through ~~effective~~February 2026.

~~Changes in Internal~~On ~~Control~~December ~~Over~~4, ~~Financial~~2025, ~~Reporting~~the -Board ~~There~~approved ~~has~~a ~~been~~grant noof ~~change~~10,248 RSUs, in ~~our~~aggregate, ~~internal~~to ~~control~~the ~~over~~CEO ~~financial~~and ~~reporting~~CFO ~~during~~and ~~the~~an ~~first~~aggregate of 2,885 RSUs to Board ~~quarter~~members in lieu of ~~fiscal~~cash ~~year~~compensation ~~2026~~under ~~that~~the ~~has~~Company’s ~~materially~~2019 ~~affected~~Equity Compensation Plan, orwith isall ~~reasonably~~RSUs ~~likely~~vesting in equal monthly installments over three months. These grants were made to ~~materially~~support ~~affect,~~the ~~our~~Company’s ~~internal~~cost-management ~~control~~initiatives ~~over~~and ~~financial~~to align leadership ~~reporting~~incentives with long-term performance objectives.

25Effective December 4, 2025, Mr. Alexandre Weinstein, an existing shareholder and director of the Company was appointed by the Board as Chairman of the Board, and Mr. Zami Aberman was appointed by the Board as Vice Chairman of the Board. In connection therewith, Mr. Aberman’s consultancy agreement with the Company terminated effective January 4, 2026.

~~PART~~On December II8, –2025, ~~OTHER~~we ~~INFORMATION~~entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Chutzpah Holdings LP (the “Purchaser”), a limited partnership beneficially owned by Mr. Weinstein, relating to a private placement offering (the “Offering”) of: (i) 625,000 common shares of the Company, and (ii) common warrants (the “Common Warrants”) to purchase up to 625,000 common shares. The combined purchase price for each common share and Common Warrant is $4.00. The Common Warrants were exercisable immediately at an exercise price of $4.25 per share and are exercisable until June 30, 2026. The common warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation.

~~Item~~On December 30, 2025, the Offering closed and the Company received gross proceeds in the amount of $2.5 ~~Unregistered~~million, ~~Sales~~which ofit ~~Equity~~is ~~Securities~~using for working capital and ~~Use~~general ofcorporate ~~Proceeds~~purposes.

On February 13, 2024, we entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), as agent, pursuant to which we may issue and sell our common shares having an aggregate offering price of up to $10 million, from time to time through A.G.P. During the ~~first~~second quarter of fiscal year 2026, wethe ~~issued~~Company sold 22,800 common shares under the Sales Agreement at an ~~aggregate~~average price of ~~170~~$3.90 per share,~~016~~ ~~restricted~~with ~~common~~issuance ~~shares~~expenses toof ~~certain~~$43,000. As of ~~our~~February ~~service~~12, ~~providers~~2026, the asCompany ~~compensation~~had insold ~~lieu~~a total of ~~cash~~65,529 common ~~compensation~~shares ~~owed~~under tothe ~~them~~Sales ~~for~~Agreement ~~services~~at ~~rendered~~an average price of $5.23 per share.

~~We claimed exemption from registration under the Securities Act of 1933, as amended, or the Securities Act, for the foregoing transactions under Section 4(a)(2) of the Securities Act.~~ 26

Item 6.		Exhibits.
3.1		Composite Copy of the Company’s Articles of Incorporation as amended on March 27, 2024 (incorporated by reference to Exhibit 3.3 of our quarterly report on Form 10-Q filed on May 9, 2024).
3.2		Amended and Restated By-Laws amended on September 10,2020 (incorporated by reference to Exhibit 3.3 of our annual report on Form 10-K filed on September 10, 2020). Certificate of Correction to the Certificate of Change, as filed by Pluri Inc. with the Secretary of State of the State of Nevada on March 28, 2024 (incorporated by reference to Exhibit 3.2 of our current report on Form 8-K filed on April 1, 2024).
3.3		Articles of Merger between Pluristem Therapeutics Inc. and Pluri Inc. (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on July 25, 2022).
3.4		Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed by Pluri Inc. with the Secretary of State of the State of Nevada on March 27, 2024 (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on April 1, 2024)
3.5		Certificate of Correction to the Certificate of Change, as filed by Pluri Inc. with the Secretary of State of the State of Nevada on March 28, 2024 (incorporated by reference to Exhibit 3.2 of our current report on Form 8-K filed on April 1, 2024).
10.1*		Amended and Restated Employment Agreement by and between Pluri Biotech Ltd. and Liat Zalts, dated October 15, 2025.
31.1*		Rule 13a-14(a) Certification of Chief Executive Officer.
31.2*		Rule 13a-14(a) Certification of Chief Financial Officer.
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101*		The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Operations, (iii) the Interim Condensed Statements of Changes in Shareholders’ Equity, (iv) the Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.
104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

We have an effective Form S-3 registration statement (File No. 333-273347), filed under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell our common shares, preferred stock and warrants to purchase common shares, and of two or more of such securities, in one or more offerings for an aggregate initial offering price of $200 million (including amounts sold under the Sales Agreement).

*In April ~~Filed~~2020, ~~herewith~~we and our subsidiaries, Pluri Biotech and Pluristem GmbH, entered into a finance agreement with the EIB, providing for non-dilutive funding of up to €50 million, payable in three tranches (the “EIB Loan”). In June 2021, the Company received the first tranche in the amount of €20 million, which represents the only amount disbursed under the EIB finance agreement, as the initial funding period expired on December 31, 2022 and no additional funds are available thereunder.

**The €20 ~~Furnished~~million ~~herewith~~loan bears annual interest at a rate of 4% and is repayable on June 1, 2026, with interest payable together with the principal. As of December 31, 2025, accrued interest amounted to approximately €3.6 million. Discussions are still being held with the EIB regarding a potential restructuring of the EIB Loan, including a possible extension of its maturity date; however, there is no certainty as to the outcome of these discussions. In addition to the interest, the EIB is entitled to royalty payments, pro-rated to the amount disbursed from the EIB Loan, on the Company’s consolidated revenues from fiscal year 2024 through fiscal year 2030, at rates of up to 2.3% on consolidated revenues below $350 million, 1.2% on consolidated revenues between $350 million and $500 million, and 0.2% on consolidated revenues exceeding $500 million. As of December 31, 2025, accrued royalties amounted to $5 thousand.

26On July 11, 2023, we signed a three-year $4.2 million contract with the NIAID, which is part of the National Institute of Health (“NIH”). We will collaborate with the U.S. Department of Defense’s Armed Forces Radiobiology Research Institute and the Uniformed Services University of Health Sciences to further advance the development of our PLX-R18 cell therapy as a potential novel treatment for H-ARS. H-ARS is a deadly disease that can result from nuclear disasters and radiation exposure. The term of this contract was from July 1, 2023 through June 30, 2024, with an optional extension for an additional two-year period.

~~SIGNATURES~~On June 6, 2024, the NIAID exercised its option for year two of the three-year contract. During the 12 months period from July 1, 2024 through June 30, 2025, the NIAID was to provide us with $1.4 million to manufacture the PLX-R18 cell therapy and to conduct both in vitro and in vivo studies to develop PLX-R18 as a potential novel treatment for hematopoietic complications of the H-ARS.

InOn April ~~accordance~~15, ~~with~~2025, ~~the~~Pluri ~~requirements~~Biotech received a formal notice of termination from the ~~Securities~~NIAID, according to which, the contract was terminated ~~Exchange~~for ~~Act~~the Government’s convenience, and such termination was effective as of ~~1934~~April 15, 2025. We believe that the ~~registrant~~termination ~~caused~~of ~~this~~the contract ~~report~~may toreflect bebroader ~~signed~~federal onbudgetary ~~its~~and ~~behalf~~administrative byadjustments that have affected multiple health-related agencies, including the ~~undersigned~~NIH. As of the date of this report, ~~thereunto~~we ~~duly~~received ~~authorized~~a total of $2.3 million in funding under the contract.

PLURI INC.
By:	/s/ Yaky Yanay
	Yaky Yanay, Chief Executive Officer and President
	(Principal Executive Officer)
Date:	November 12, 2025
By:	/s/ Liat Zalts
	Liat Zalts, Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)
Date:	November 12, 2025

Non-dilutive grants

27Israel Innovation Authority (IIA)

According to the IIA grant terms, we are required to pay royalties at a rate of 3% on sales of products and services derived from technology developed ~~011~~using this and other IIA grants until 100% of the dollar-~~972 74-7108600 http://fasb~~linked grants amount plus interest are repaid.~~org/srt/2025#ChiefExecutiveOfficerMember~~ In the absence of such sales, 1 1 0001158780 false 2026 Q1 --06-30 0001158780 2025-07-01 2025-09-30 0001158780 2025-11-11 0001158780 2025-09-30 0001158780 2025-06-30 0001158780 2024-07-01 2024-09-30 0001158780 us-gaap:CommonStockMember 2024-06-30 0001158780 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001158780 us-gaap:RetainedEarningsMember 2024-06-30 0001158780 us-gaap:ParentMember 2024-06-30 0001158780 us-gaap:NoncontrollingInterestMember 2024-06-30 0001158780 2024-06-30 0001158780 us-gaap:CommonStockMember 2024-07-01 2024-09-30 0001158780 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2024-09-30 0001158780 us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001158780 us-gaap:ParentMember 2024-07-01 2024-09-30 0001158780 us-gaap:NoncontrollingInterestMember 2024-07-01 2024-09-30 0001158780 us-gaap:CommonStockMember 2024-09-30 0001158780 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001158780 us-gaap:RetainedEarningsMember 2024-09-30 0001158780 us-gaap:ParentMember 2024-09-30 0001158780 us-gaap:NoncontrollingInterestMember 2024-09-30 0001158780 2024-09-30 0001158780 us-gaap:CommonStockMember 2025-06-30 0001158780 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001158780 us-gaap:RetainedEarningsMember 2025-06-30 0001158780 us-gaap:ParentMember 2025-06-30 0001158780 us-gaap:NoncontrollingInterestMember 2025-06-30 0001158780 us-gaap:CommonStockMember 2025-07-01 2025-09-30 0001158780 us-gaap:AdditionalPaidInCapitalMember 2025-07-01 2025-09-30 0001158780 us-gaap:RetainedEarningsMember 2025-07-01 2025-09-30 0001158780 us-gaap:ParentMember 2025-07-01 2025-09-30 0001158780 us-gaap:NoncontrollingInterestMember 2025-07-01 2025-09-30 0001158780 us-gaap:CommonStockMember 2025-09-30 0001158780 us-gaap:AdditionalPaidInCapitalMember 2025-09-30 0001158780 us-gaap:RetainedEarningsMember 2025-09-30 0001158780 us-gaap:ParentMember 2025-09-30 0001158780 us-gaap:NoncontrollingInterestMember 2025-09-30 0001158780 plur:FinanceContractWithEIBMember 2020-04-30 0001158780 plur:FinanceContractWithEIBMember 2020-04-30 2020-04-30 0001158780 plur:FinanceContractWithEIBMember 2025-07-01 2025-09-30 0001158780 plur:CocoaCellGrowthAndApplicationPlatformMember 2025-09-30 0001158780 plur:AbilityToDevelopAdditionalApplicationsMember 2025-09-30 0001158780 2017-04-01 2017-04-30 0001158780 2022-08-04 0001158780 2017-09-30 2017-09-30 0001158780 2017-09-30 0001158780 2020-04-30 0001158780 us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-04-30 0001158780 us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-04-30 0001158780 us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2020-04-30 0001158780 us-gaap:ShareBasedCompensationAwardTrancheOneMember 2025-07-01 2025-09-30 0001158780 us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2025-07-01 2025-09-30 0001158780 us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2025-07-01 2025-09-30 0001158780 srt:MinimumMember plur:RoyaltiesMember 2025-09-30 0001158780 srt:MaximumMember plur:RoyaltiesMember 2025-09-30 0001158780 us-gaap:ShareBasedCompensationAwardTrancheOneMember 2021-06-30 0001158780 us-gaap:ShareBasedCompensationAwardTrancheOneMember 2021-06-30 2021-06-30 0001158780 plur:AnnualInterestMember 2021-06-30 0001158780 plur:LoanFromEIBMember 2025-07-01 2025-09-30 0001158780 2024-02-13 2024-02-13 0001158780 plur:SalesAgreementMember 2025-07-01 2025-09-30 0001158780 plur:PreFundedWarrantsMember us-gaap:SubsequentEventMember 2025-10-23 0001158780 plur:PreFundedWarrantsMember us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2025-10-23 0001158780 us-gaap:StockOptionMember 2025-09-30 0001158780 us-gaap:RestrictedStockUnitsRSUMember us-gaap:SubsequentEventMember 2025-10-15 2025-10-15 0001158780 us-gaap:StockOptionMember us-gaap:SubsequentEventMember 2025-10-15 2025-10-15 0001158780 us-gaap:StockOptionMember us-gaap:SubsequentEventMember 2025-10-15 0001158780 us-gaap:SubsequentEventMember 2025-10-15 2025-10-15 0001158780 srt:ScenarioForecastMember us-gaap:RestrictedStockUnitsRSUMember 2025-12-no payment is required. Through December 31 , 2025~~-12-31~~, total grants obtained from the IIA aggregated to approximately $28.2 million and total 0001158780 srt:ScenarioForecastMember us-gaap:StockOptionMember 2025-12-31 2025-12-31 0001158780 srt:ScenarioForecastMember us-gaap:StockOptionMember 2025-12-31 0001158780 us-gaap:RestrictedStockUnitsRSUMember 2025-07-01 2025-09-30 0001158780 plur:NonEmployeeConsultantsMember us-gaap:RestrictedStockUnitsRSUMember 2025-07-01 2025-09-30 0001158780 plur:RSUsAndRSMember 2025-07-01 2025-09-30 0001158780 plur:PrepaidExpenseAndOtherCurrentAssetsMember plur:RSGrantedMember 2025-07-01 2025-09-30 0001158780 plur:OtherAssetsNoncurrentMember plur:RSGrantedMember 2025-07-01 2025-09-30 0001158780 us-gaap:ShareBasedPaymentArrangementNonemployeeMember 2025-06-30 0001158780 us-gaap:ShareBasedPaymentArrangementNonemployeeMember 2025-07-01 2025-09-30 0001158780 us-gaap:ShareBasedPaymentArrangementNonemployeeMember 2025-09-30 0001158780 plur:CEOAndDirectorsMember 2025-06-30 0001158780 plur:CEOAndDirectorsMember 2025-07-01 2025-09-30 0001158780 plur:CEOAndDirectorsMember 2025-09-30 0001158780 plur:UnvestedRSUsGrantedToEmployeesAndDirectorsMember 2025-06-30 0001158780 plur:UnvestedRSUsGrantedToEmployeesAndDirectorsMember 2025-07-01 2025-09-30 0001158780 plur:UnvestedRSUsGrantedToEmployeesAndDirectorsMember 2025-09-30 0001158780 plur:UnvestedRSUsAndRSGrantedToNonEmployeeMember 2025-06-30 0001158780 plur:UnvestedRSUsAndRSGrantedToNonEmployeeMember 2025-07-01 2025-09-30 0001158780 plur:UnvestedRSUsAndRSGrantedToNonEmployeeMember 2025-09-30 0001158780 plur:RSUsGrantedToEmployeesAndDirectorsMember us-gaap:ResearchAndDevelopmentExpenseMember 2025-07-01 2025-09-30 0001158780 plur:RSUsGrantedToEmployeesAndDirectorsMember us-gaap:ResearchAndDevelopmentExpenseMember 2024-07-01 2024-09-30 0001158780 plur:RSUsGrantedToEmployeesAndDirectorsMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2025-07-01 2025-09-30 0001158780 plur:RSUsGrantedToEmployeesAndDirectorsMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2024-07-01 2024-09-30 0001158780 plur:RSUsGrantedToEmployeesAndDirectorsMember 2025-07-01 2025-09-30 0001158780 plur:RSUsGrantedToEmployeesAndDirectorsMember 2024-07-01 2024-09-30 0001158780 us-gaap:WarrantMember 2025-07-01 2025-09-30 0001158780 us-gaap:EmployeeStockOptionMember 2025-07-01 2025-09-30 0001158780 plur:PreFundWarrantsMember 2025-07-01 2025-09-30 0001158780 us-gaap:WarrantMember 2024-07-01 2024-09-30 0001158780 us-gaap:EmployeeStockOptionMember 2024-07-01 2024-09-30 0001158780 us-gaap:RestrictedStockUnitsRSUMember 2024-07-01 2024-09-30 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure iso4217:EUR royalties paid and accrued amounted to $179 thousand.

The IIA may impose certain conditions on any arrangement under which the IIA permits the Company to transfer technology or development out of Israel or outsource manufacturing out of Israel. While the grant is given to the Company over a certain period of time (usually a year), the requirements and restrictions under the Israeli Law for the Encouragement of Industrial Research and Development, 1984, continue and do not have a set expiration period, except for the royalties, which requirement to pay them expires after payment in full.

EU grants - Horizon 2020 and Horizon Europe

On September 6, 2022, we announced that a €7.5 million non-dilutive grant from the European Union’s Horizon program was awarded to Advanced PeRsOnalized Therapies for Osteoarthritis (“PROTO”), an international collaboration led by Charité Berlin Institute of Health Center for Regenerative Therapies (“Charité”). The goal of the PROTO project is to utilize our PLX-PAD cells in a Phase I/II study for the treatment of mild to moderate knee osteoarthritis.

An amount of approximately €500,000 (approximately $540,000) is a direct grant that will be allocated to us. Through December 31, 2025, we received a payment of approximately $330,000 in cash as part of the PROTO program.

In June 2025, the clinical study was approved by the Paul-Ehrlich-Institut. The study is conducted at Charité, together with an international consortium and under the leadership of Professor Tobias Winkler, Principal Investigator, at the Berlin Institute of Health Center of Regenerative Therapies, Julius Wolff Institute and Center for Musculoskeletal Surgery. In November 2025, the Company entered into an agreement with Charité governing the execution of the Phase I study of PLX-PAD for the treatment of mild to moderate knee osteoarthritis, including provisions relating to the allocation of rights in potential joint inventions arising from the study and the licensing of study results not subject to industrial property rights, if any.

The currency of our financial portfolio is mainly in U.S. dollars and we use options contracts and other financial instruments in order to hedge our exposures to currencies other than the U.S. dollar.

Outlook

We have accumulated a deficit of $455,448,000 since our inception in May 2001. We do not anticipate generating any significant revenues from sales of products in the next twelve months. While we have made meaningful progress in reducing our burn rate in recent years, it is unlikely that near-term revenues will exceed our operating costs. We may need to secure additional sources of liquidity to support the commercialization of our products and technologies, as well as to sustain our ongoing R&D activities.

As of December 31, 2025, our cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $13,645,000. We are addressing our liquidity issues by implementing initiatives to allow the continuation of our activities. Our current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures, which include a cost-reduction plan.

Our ability to successfully carry out our business plan, is primarily dependent upon our ability to (1) obtain sufficient additional capital, (2) enter licensing or other commercial, partnerships and collaboration agreements, (3) provide CDMO services to clients, (4) enter into agreement with the EIB regarding the EIB Loan restructuring and (5) receive other sources of funding, including non-diluting sources such as grants. There are no assurances, however, that we will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of our products, or any financing at all. In the event that we are unable to obtain the required level of financing, our operations may need to be scaled down or discontinued.

According to our management’s estimates, we have sufficient resources to meet our operating obligations for a period of less than six months from the issuance date of our interim unaudited condensed consolidated financial statements, which was February 12, 2026. These conditions raise substantial doubt about our ability to continue as a going concern.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures - We maintain a system of disclosure controls and procedures that are designed for the purposes of ensuring that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and our Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our CEO and our CFO, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting - There has been no change in our internal control over financial reporting during the second quarter of fiscal year 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factor discussed below and in Part I, “Item 1A. Risk Factors” of our 2025 Annual Report, which could materially affect our business, financial condition or future results.

Failure to meet Nasdaq’s continued listing requirements could result in the delisting of our common shares, negatively impact the price of our common shares and negatively impact our ability to raise additional capital.

On January 20, 2026, we received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that we are not in compliance with the MVLS requirement of Nasdaq Listing Rule 5550(b)(2), which requires us to maintain a minimum of $35 million in MVLS for continued listing on The Nasdaq Capital Market, nor we are in compliance with either of the alternative listing standards, including having stockholders’ equity of at least $2.5 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

The Notice has no immediate effect on the listing or trading of our common shares, which continue to trade on The Nasdaq Capital Market under the symbol “PLUR”.

Pursuant to the Notice, and in accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided with an initial period of 180 calendar days, until July 20, 2026, to regain compliance with the MVLS requirement (the “Compliance Period”). Nasdaq indicated that if, at any time during the Compliance Period, our MVLS closes at $35 million or more for a minimum of 10 consecutive business days (unless Nasdaq, in its discretion, requires a longer period, but generally no more than 20 consecutive business days), Nasdaq will provide a written confirmation that we have regained compliance and the matter will be closed. In the event we do not regain compliance within the Compliance Period, we expect that Nasdaq will provide written notification that our securities are subject to delisting. At that time, we may be eligible to appeal any delisting determination to a Nasdaq Hearings Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

We are evaluating options to regain compliance with the MVLS requirement and intend to take appropriate actions to regain compliance; however, there can be no assurance that we will be able to regain compliance with all applicable requirements or maintain compliance thereafter.

If, for any reason, Nasdaq should delist our common shares from trading on its exchange and we are unable to obtain listing on another national securities exchange or take action to restore our compliance with the Nasdaq continued listing requirements, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders, including:

	●	The liquidity of our common shares;

	●	The market price of our common shares;

	●	Our ability to obtain financing for the continuation of our operations;

	●	The number of institutional and general investors that will consider investing in our common shares;

	●	The number of investors in general that will consider investing in our common shares;

	●	The number of market makers in our common shares;

	●	The availability of information concerning the trading prices and volume of our common shares; and

●

The number of broker-dealer willing to execute trades in our common shares.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the second quarter of fiscal year 2026, we issued an aggregate of 10,385 restricted common shares to certain of our service providers as compensation in lieu of cash compensation owed to them for services rendered.

We claimed exemption from registration under the Securities Act for the foregoing transactions under Section 4(a)(2) of the Securities Act.

Item 6.		Exhibits.

3.1		Composite Copy of the Company’s Articles of Incorporation as amended on March 27, 2024 (incorporated by reference to Exhibit 3.3 of our quarterly report on Form 10-Q filed on May 9, 2024).

3.2		Amended and Restated By-Laws amended on September 10,2020 (incorporated by reference to Exhibit 3.3 of our annual report on Form 10-K filed on September 10, 2020). Certificate of Correction to the Certificate of Change, as filed by Pluri Inc. with the Secretary of State of the State of Nevada on March 28, 2024 (incorporated by reference to Exhibit 3.2 of our current report on Form 8-K filed on April 1, 2024).

3.3		Articles of Merger between Pluristem Therapeutics Inc. and Pluri Inc. (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on July 25, 2022).

3.4		Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed by Pluri Inc. with the Secretary of State of the State of Nevada on March 27, 2024 (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on April 1, 2024)

3.5		Certificate of Correction to the Certificate of Change, as filed by Pluri Inc. with the Secretary of State of the State of Nevada on March 28, 2024 (incorporated by reference to Exhibit 3.2 of our current report on Form 8-K filed on April 1, 2024).

4.1		Form of Warrant (incorporated by reference to Exhibit 4.1 of our current report on Form 8-K filed on December 9, 2025).

10.1		Securities Purchase Agreement, dated December 8, 2025, between the Company and the purchaser identified thereto (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on December 9, 2025).

31.1*		Rule 13a-14(a) Certification of Chief Executive Officer.

31.2*		Rule 13a-14(a) Certification of Chief Financial Officer.

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101*		The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Operations, (iii) the Interim Condensed Statements of Changes in Shareholders’ Equity, (iv) the Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PLURI INC.

By:	/s/ Yaky Yanay
	Yaky Yanay, Chief Executive Officer and President
	(Principal Executive Officer)

Date:	February 12, 2026

By:	/s/ Liat Zalts
	Liat Zalts, Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

Date:	February 12, 2026

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Filing Compare · Pluri Inc.