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Shareholders' Equity
6 Months Ended
Dec. 31, 2023
Shareholders' Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 5: - SHAREHOLDERS’ EQUITY

 

Between December 13, 2022 and December 27, 2022, the Company entered into a series of securities purchase agreements with several purchasers for an aggregate of 8,155,900 common shares and warrants, or the Warrants, to purchase up to 8,155,900 common shares. On December 13, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $1.03 per share, up to 5,579,883 common shares and Warrants to purchase up to 5,579,833 common shares, with an exercise price of $1.03 per share and a term of three years. On December 14, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $1.05 per share, up to 2,068,517 common shares and Warrants to purchase up to 2,068,517 common shares, with an exercise price of $1.05 per share and a term of three years. On December 15, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $1.06 per share, up to 237,500 common shares and Warrants to purchase up to 237,500 common shares, with an exercise price of $1.06 per share and a term of three years. On December 19, 2022, the Company executed a securities purchase agreement to sell, at a purchase price of $1.09 per share, up to 135,000 common shares and Warrants to purchase up to 135,000 common shares, with an exercise price of $1.09 per share and a term of three years. On December 27, 2022, the Company executed a securities purchase agreement to sell, at a purchase price of $1.12 per share, up to 135,000 common shares and Warrants to purchase up to 135,000 common shares, with an exercise price of $1.12 per share and a term of three years. The Warrants sold in the December 2022 Private Placement will be exercisable upon the later of six months from their issuance date, or until the Company increases its authorized shares. As of December 31, 2022, the Company issued 5,550,121 common shares and warrants that relate to the December 2022 Private Placement and received $5,800 as of that date. As of December 2022, $361 was recorded as issuance expenses that relate to the December 2022 Private Placement. As of February 13, 2023, 7,015,900 common shares and warrants sold in the December 2022 Private Placement were issued for aggregate gross proceeds of $7,300. During the fiscal year 2023, the Company issued a total of 8,155,900 common shares and warrants, all of which were related to the December 2022 private placement. As of March 30, 2023, the Company received $8,024, net of $445 recorded as issuance expenses.

 

On August 31, 2023, and as amended and restated as of October 9, 2023, Ever After entered into a Simple Agreement for Future Equity (the “SAFE Agreement”) with an investor. Pursuant to the terms of the SAFE Agreement, Ever After will receive an aggregate amount of $2,500 (the “SAFE Amount”). As of December 31, 2023, the SAFE Agreement had been terminated and the SAFE Amount was not received.

 

  a. Options to consultants:

 

A summary of the share options to non-employee consultants under equity incentive plans of Pluri Inc. is as follows:

 

   Six months ended December 31, 2023 
   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   64,795   $0.93    6.24   $29 
Share options outstanding and exercisable at the end of the period   64,795   $0.93    5.74   $21 

 

Compensation expenses recorded in general and administrative expenses related to options granted to consultants for the six months ended December 31, 2023 and 2022 were $1 and $6, respectively. Compensation expenses recorded in general and administrative expenses related to options granted to consultants for the three months ended December 31, 2022 were $6. There were no compensation expenses recorded in general and administrative expenses related to options granted to consultants for the three months ended December 31, 2023.

 

  b. Options to the Chief Executive Officer and Director:

 

A summary of the share options granted to the Chief Executive Officer and Director under equity incentive plans of Pluri Inc. is as follows: 

 

   Six months ended December 31, 2023 
   Number   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Terms
(in years)
 
Share options outstanding at the beginning of the period   1,834,821   $1.90    3.47 
Options granted   100,000    0.76    7.16 
Share options outstanding at the end of the period   1,934,821   $1.85    7.54 
                
Share options exercisable at the end of the period   1,859,821   $1.89    2.77 
Share options unvested   75,000   $0.76    7.54 
Share options vested and expected to vest at the end of the period   1,934,821   $1.85    7.54 

 

As of December 31, 2023, the aggregate intrinsic value of these options was $0.

 

Compensation expenses recorded in general and administrative expenses related to options granted to the Chief Executive Officer and a director for the six months ended December 31, 2023, were $213. There were no compensation expenses recorded in general and administrative expenses related to options granted to the Chief Executive Officer and directors for the six months ended December 31, 2022.

 

Compensation expenses recorded in general and administrative expenses related to options granted to the Chief Executive Officer and a director for the three months ended December 31, 2023, were $94. There were no compensation expenses recorded in general and administrative expenses related to options granted to the Chief Executive Officer and directors for the three months ended December 31, 2022.

 

  c. Restricted Stock (“RS”) and Restricted Stock Units (“RSUs”) to employees, directors and consultants:

 

  1. RSUs to employees and directors:

 

The following table summarizes the activity related to RSUs granted to employees, directors and officers under equity incentive plans of Pluri Inc. for the six-month periods ended December 31, 2023 and 2022:

 

   Six months ended
December 31,
 
   2023   2022 
   Number 
Unvested at the beginning of the period   1,657,592    1,935,014 
Granted   
-
    334,821 
Forfeited   (1,007,165)   (39,138)
Vested   (354,027)   (212,287)
Unvested at the end of the period   296,400    2,018,410 
Expected to vest after the end of the period   285,379    1,994,118 

 

Compensation expenses related to RSUs granted to employees, directors and officers were recorded as follows:

 

   Six months ended
December 31,
   Three months ended
December 31,
 
   2023   2022   2023   2022 
Research and development expenses  $62   $117   $31   $54 
General and administrative expenses   560    1,139    242    593 
   $622   $1,256   $273   $647 

 

As of December 31, 2023, unamortized compensation expenses related to RSUs granted to employees, directors and officers by Pluri Inc. are approximately $326, to be recognized by the end of June 2026.

 

  2. RS and RSUs to consultants:

 

The following table summarizes the activity related to RS and RSUs granted to consultants for the six-month periods ended December 31, 2023 and 2022:

 

   Six months ended
December 31,
 
   2023   2022 
   Number 
Unvested at the beginning of the period   20,000    41,250 
Granted   60,500    
-
 
Vested   (80,500)   (21,250)
Unvested at the end of the period   
-
    20,000 

 

Compensation expenses related to RS and RSUs granted to consultants by Pluri Inc. were recorded as follows:

 

   Six months ended
December 31,
   Three months ended
December 31,
 
   2023   2022   2023   2022 
Research and development expenses  $
-
   $93   $
-
   $55 
General and administrative expenses   74    
-
    36    
-
 
   $74   $93   $36   $55