Director Manieu Alexandre Weinstein bought $4,500,001 worth of shares (976,139 units at $4.61) and disposed of 976,139 shares (SEC Form 4)
$PLUR
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pluri Inc. [ PLUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10,250 | D | ||||||||
| Common Stock | 04/28/2025 | P | 523,437 | A | $4.61 | 931,246 | I | Shares indirectly held through Chutzpah Holdings Limited(1) | ||
| Common Stock | 04/28/2025 | P | 452,702 | A | $4.61 | 452,702 | I | Shares indirectly held through Plantae Bioscience Ltd.(2) | ||
| Common Stock | 04/28/2025 | J | 976,139(4) | D | (4) | 931,246 | I | Shares indirectly held through Chutzpah Holdings Limited(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrants to purchase Common Shares | $0.0001 | 04/28/2025 | J | 976,139(4) | (3) | (3) | Common Shares | 976,139 | (4) | 976,139 | I | Indirectly held through Chutzpah Holdings Limited(1) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This statement is jointly filed by and on behalf of each of Chutzpah Holdings Limited ("Chutzpah") and Mr. Weinstein. Mr. Weinstein indirectly owns 100% of Chutzpah and may be deemed to beneficially own securities owned by Chutzpah. Each reporting person (i) states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement; (ii) disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities; and (iii) declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. |
| 2. Mr. Weinstein indirectly owns 77% of Plantae Bioscience Ltd. ("Plantae") and may be deemed to beneficially own securities owned by Plantae. Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Weinstein is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities owned by Plantae. Mr. Weinstein disclaims beneficial ownership of such securities covered by this statement, except to the extent of his pecuniary interest in such securities. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. |
| 3. The Pre-Funded Warrants are exercisable at any time following the receipt of certain approvals from Pluri Inc.'s (the "Company") shareholders required by the applicable rules of the Nasdaq Capital Market, and remain exercisable until exercised in full. |
| 4. On April 25, 2025, the Company entered into an amendment (the "Amendment") to its previously executed Securities Purchase Agreement, entered into on January 23, 2025 by the Company and Chutzpah. Pursuant to the Amendment, the Company and Chutzpah agreed to exchange 976,139 Common Shares for pre-funded warrants to purchase up to 976,139 Common Shares. |
| Remarks: |
| Exhibit Index: Exhibit 99.1 - Joint Filer Information (incorporated by reference to Exhibit 99.1 for Form 3 filed with the Securities and Exchange Commission on February 18, 2025). Exhibit 99.2 - Joint Filing Agreement (incorporated by reference to Exhibit 99.2 for Form 3 filed with the Securities and Exchange Commission on February 18, 2025). |
| /s/ Alexandre Weinstein Manieu | 07/01/2025 | |
| /s/ Ana Ventura Authorized Officer For Beaumont (Directors) Limited Sole Corporate Director | 07/01/2025 | |
| /s/ Karen Oliver Authorized Officer For Beaumont (Directors) Limited Sole Corporate Director | 07/01/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||