Pluri Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT PURSUANT
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SECURITIES EXCHANGE ACT OF 1934
Date
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18, 2024 (
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Item 1.01. Entry into a Material Definitive Agreement.
Share Purchase Agreement
On June 12, 2024, Pluri Inc., or Pluri, entered into a share purchase agreement, or the Agreement, by and among Pluri’s majority owned subsidiary, Ever After Foods Ltd., or Ever After, Tnuva Food-Tech Incubator (2019), Limited Partnership, or Tnuva, and certain other investors, or, collectively, the Investors, as referenced in exhibit 10.1 to this Current Report on Form 8-K, or this Report, pursuant to which Ever After agreed to issue and sell, ordinary shares in a private placement offering, or the Offering, for aggregate gross proceeds of $10,000,000. As part of the Offering, Pluri agreed to invest $1,250,000.
The $10,000,000 funding round is intended to support Ever After’s business-to-business (B2B) technology platform, positioning it as a sustainable technology enabler. Ever After is Pluri’s majority-owned joint venture with Tnuva and has exclusive licensing rights to use Pluri’s technology and intellectual property to develop, manufacture and commercialize cultivated meat. Following the closing of the Offering, Pluri will continue to own approximately 69% of Ever After.
License Agreement
On June 12, 2024, Pluri Biotech Ltd., Pluri’s wholly owned subsidiary, and Ever After executed an Amended and Restated Technology License Agreement, dated June 12, 2024, or the Amended License. The Amended License amends the parties’ existing license agreement dated as of February 23, 2022, to expand the scope of the license to include fish and seafood, and includes a waiver by Pluri of certain associated license royalties.
The foregoing description of the Agreement and the Amended License are not complete and are qualified in their entirety by reference to the full text of the Agreement and the Amended License, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1^ | Share Purchase Agreement, dated June 12, 2024, by and among Ever After and the Investors. | |
| 10.2^ | Amended and Restated Technology License Agreement, dated June 12, 2024, between Pluri Biotech Ltd. and Ever After Foods Ltd. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| ^ | Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to Pluri if publicly disclosed. Pluri agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request. |
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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. | ||
| By: | /s/ Chen Franco-Yehuda | |
| Name: | Chen Franco-Yehuda | |
| Title: | Chief Financial Officer | |
Date: June 18, 2024
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