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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 27, 2024
PLURI INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada |
|
001-31392 |
|
98-0351734 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| MATAM Advanced Technology Park |
|
|
| Building No. 5 |
|
|
| Haifa, Israel |
|
3508409 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
011-
972-74-7108600
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Shares, par value $0.00001 per share |
|
PLUR |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 3.03 Material Modification to Rights of Security Holders.
On March 27, 2024,
Pluri Inc. (the “Company”) filed a Certificate of Change (the “Certificate”) with the secretary of state of
Nevada relating to a 1-for-8 reverse share split of the Company’s authorized common shares, which will take effect on April 1,
2024 (the “Reverse Split”).
Effects of the Reverse Split
Effective Date;
Symbol; CUSIP Number. The Reverse Split will be effective at 12:01 a.m. Eastern Standard Time on April 1, 2024, and will be
reflected with the Nasdaq Capital Market (“Nasdaq”) and in the marketplace at the open of business on April 1, 2024 (the
“Effective Date”), whereupon the common shares will begin trading on a split-adjusted basis. In connection with the
Reverse Split, the Company’s common shares will continue to trade on Nasdaq under the symbol “PLUR” but will trade
under a new CUSIP Number, 72942G203.
Split Adjustment; No Fractional Shares.
On the Effective Date, the total number of the Company’s common shares held by each shareholder were converted automatically into
the number of whole common shares equal to the number of issued and outstanding common shares held by such shareholder immediately prior
to the Reverse Split, divided by eight (8).
No fractional shares will be issued, and no
cash or other consideration will be paid. Instead, the Company will issue one additional whole share of the post-Reverse Split to any
shareholder who otherwise would have received a fractional share as a result of the Reverse Split.
State Filing. The Reverse Split was
effected by the Company filing the Certificate pursuant to Nevada Revised Statutes (“NRS”)
Section 78.209 with the Secretary of State of the State of Nevada on March 27, 2024. The Certificate was not effective until the Effective
Date. Under Nevada law, no amendment to the Company’s Articles of Incorporation is required in connection with the Reverse Split.
A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.
No Shareholder Approval Required. Under
Nevada law, because the Reverse Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no
shareholder approval was required. NRS Section 78.207 provides that the Company may effect the Reverse Split without shareholder approval
if (x) both the number of authorized common shares and the number of outstanding common shares are proportionally reduced as a result
of the Reverse Split; (y) the Reverse Split does not adversely affect any other class of shares of the Company; and (z) the Company does
not pay money or issue scrip to shareholders who would otherwise be entitled to receive a fractional share as a result of the Reverse
Split. As described herein, the Company has complied with these requirements.
Capitalization.
Prior to the Effective Date of the Certificate, the Company was authorized to issue 300,000,000 common shares. As a result of the Reverse
Split, the Company is authorized to issue 37,500,000 common shares (the Company’s authorized common shares were reduced in the same
ratio (1-for-8) as its outstanding common shares were reduced). As of March 28, 2024 (immediately prior to the Effective Date), there
were 41,816,959 common shares outstanding. As a result of the Reverse Split, there are approximately 5,227,120 common shares outstanding
(subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Split will not have any effect
on the stated par value of the common shares.
Each shareholder’s percentage ownership
interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Split, except for minor changes
and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of common
shares will be substantially unaffected by the Reverse Split.
All options, convertible securities, unvested
restricted shares, restricted share units and warrants of the Company outstanding immediately prior to the Reverse Split will be appropriately
adjusted by dividing the number of common shares into which the options, convertible securities, unvested restricted shares, restricted
share units and warrants are exercisable or convertible by eight (8) and multiplying the exercise or conversion price thereof by eight
(8), as a result of the Reverse Split.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information required by this Item 5.03 is set forth in Item 3.03
above, which information is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
PLURI INC. |
| Date: April 1, 2024 |
|
|
| |
By: |
/s/ Chen Franco-Yehuda |
| |
Name: |
Chen Franco-Yehuda |
| |
Title: |
Chief Financial Officer |
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