Director Manieu Alexandre Weinstein was granted 625,000 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)
(Country) | 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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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 | 03/31/2026(1)(2)(3)(4) | A | 312,500 | A | $2(5) | 937,500 | I | Shares indirectly held through Chutzpah Holdings LP(6)(7) | ||
| Common Stock | 04/21/2026(1)(2)(3) | A | 312,500 | A | $2(5) | 1,250,000 | I | Shares indirectly held through Chutzpah Holdings LP(6)(7) | ||
| Common Stock | 1,933,415 | I | Shares indirectly held through Chutzpah Holdings LP(6)(7) | |||||||
| Common Stock | 452,702 | I | Plantae Biosciences Ltd.(6)(7) | |||||||
| Common Stock | 6,284(8)(9) | D | ||||||||
| 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 | ||||||||
| Warrants | $4.25 | 03/31/2026(1)(2)(3)(4) | A | 312,500 | 03/31/2026 | 09/30/2027(10) | Common Shares | 312,500 | $2 | 937,500(5) | I | Warrants indirectly held through Chutzpah Holdings LP(6)(7) | |||
| Warrants | $4.25 | 04/21/2026(1)(2)(3) | A | 312,500 | 04/21/2026 | 10/21/2027(10) | Common Shares | 312,500 | $2 | 1,250,000(5) | I | Warrants indirectly held through Chutzpah Holdings LP(6)(7) | |||
| Warrants | $4.25 | 12/30/2025 | 06/30/2026(10) | Common Shares | 625,000 | 625,000 | I | Warrants indirectly held through Chutzpah Holdings LP(6)(7) | |||||||
| Warrants | $5.568 | 02/05/2025 | 02/05/2028(11) | Common Shares | 84,599 | 84,599 | I | Warrants indirectly held through Chutzpah Holdings LP(6)(7) | |||||||
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. On March 24, 2026, Pluri Inc. (the "Company") entered into a Securities Purchase Agreement (the "March 2026 SPA") with Chutzpah Holdings LP ("CHLP"), a limited partnership beneficially owned by Mr. Alexandre Weinstein ("Mr. Weinstein"), relating to a private placement offering of: (i) 625,000 common shares of the Company, par value $0.00001 per share ("Common Shares"), and (ii) common warrants (the "Common Warrants") to purchase up to 625,000 Common Shares. The combined purchase price for each Common Share and accompanying Common Warrant is $4.00. The Common Warrants are exercisable immediately at an exercise price of $4.25 per share and expire 18 months from the date of issuance. The Common Warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation. The March 2026 SPA closed in two tranches: |
| 2. (Continuation of Footnote (1) of 1/2) (a) the first closing occurred on March 31, 2026, at which CHLP acquired 312,500 Common Shares and Common Warrants to purchase 312,500 Common Shares; and (b) the second closing occurred on April 21, 2026, at which CHLP acquired 312,500 Common Shares and Common Warrants to purchase 312,500 Common Shares. The total gross proceeds received by the Company under the March 2026 SPA were $2,500,000. These transactions are in addition to securities previously acquired by CHLP under a Securities Purchase Agreement dated December 8, 2025 (the "December 2025 SPA"), pursuant to which CHLP acquired 625,000 Common Shares and Common Warrants to purchase 625,000 Common Shares at a combined purchase price of $4.00 per share and warrant, with closing on December 30, 2025 (as reported on the Form 4 filed on January 5, 2026). |
| 3. (Continuation of Footnote (1) of 2/2) Each of the three CHLP warrant instruments contains an independent beneficial ownership limitation provision. Each warrant provides that CHLP may not exercise such warrant to the extent that, after giving effect to the issuance of the warrant shares upon such exercise, the Holder, together with its Affiliates and Attribution Parties (as defined in the warrants, which include all Reporting Persons), would beneficially own in excess of 35% of the number of Common Shares outstanding immediately after giving effect to such issuance (each, a "Beneficial Ownership Limitation"). Each Beneficial Ownership Limitation is a hard cap of 35% that cannot be exceeded; the Holder may decrease the limitation applicable to a particular warrant (and subsequently increase it back to a maximum of 35%) upon 61 days' prior written notice to the Company, but may not increase it above 35% under any circumstance. |
| 4. The acquisition of 312,500 Common Shares and Common Warrants to purchase 312,500 Common Shares on March 31, 2026 pursuant to the first closing under the March 2026 SPA was required to be reported on a Form 4 within two business days of March 31, 2026 (i.e., by April 2, 2026). The Reporting Persons undertake to report all future transactions on a timely basis. |
| 5. The March 2026 SPA defines the "Per Share Purchase Price" as $4.00, which represents the combined purchase price for one Common Share and one accompanying Common Warrant. For the purposes of this Form 4, the $4.00 combined price has been allocated equally between the Common Share ($2.00) and the Common Warrant ($2.00), consistent with the allocation methodology used in the Form 4 filed on January 5, 2026 in connection with the December 2025 SPA. |
| 6. This statement is jointly filed by and on behalf of each of Chutzpah Holdings LP ("CHLP"), Chutzpah Holdings Limited ("CHL"), Plantae Bioscience Ltd. ("Plantae") and Mr. Weinstein. CHL is a company organized under the laws of Jersey Islands. Mr. Weinstein indirectly owns 100% of CHL and may be deemed to beneficially own securities owned by CHL. CHLP is a limited partnership organized under the laws of Ontario, Canada. CHLP is beneficially owned by Mr. Weinstein, and Mr. Weinstein may be deemed to beneficially own securities owned by CHLP. Plantae Bioscience Ltd. ("Plantae") is a corporation organized under the laws of Israel. CHL owns approximately 78% of Plantae, and Mr. Weinstein may be deemed to indirectly beneficially own securities owned by Plantae through his 100% indirect ownership of CHL. |
| 7. (Continuation of Footnote (6)) Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, other than the Common Stock of the Issuer owned of record by such Reporting Person. Neither the filing of this statement nor anything herein shall be deemed an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. |
| 8. Represents 5,643 Common Shares received upon vesting of restricted stock units ("RSUs") and 641 RSUs that are scheduled to vest on May 25, 2026 (within 60 days of the date hereof). The 641 RSUs are included in Mr. Weinstein's beneficial ownership pursuant to Rule 13d-3(d)(1) under the Exchange Act because Mr. Weinstein has the right to acquire such shares within 60 days through the settlement of such RSUs. Mr. Weinstein has been granted an aggregate of 10,769 RSUs under two separate equity compensation plan agreements with the Company: (i) 10,250 RSUs granted on February 25, 2025, pursuant to the Company's 2016 Equity Compensation Plan, which vest in twelve installments: 12.50% (1,281 shares) on each of May 25, 2025; August 25, 2025; November 25, 2025; and February 25, 2026; and 6.25% (641 shares, with the final installment being 639 shares) |
| 9. (Continuation of Footnote (8)) on each of May 25, 2026; August 25, 2026; November 25, 2026; February 25, 2027; May 25, 2027; August 25, 2027; November 25, 2027; and February 25, 2028; and (ii) 519 RSUs granted on December 1, 2025, pursuant to the Company's 2019 Equity Compensation Plan, which vested in three equal monthly installments of 173 shares on December 31, 2025; January 31, 2026; and February 28, 2026 (all of which have now fully vested). As of the date hereof, 5,643 RSUs have vested into Common Shares, and an additional 641 RSUs are scheduled to vest on May 25, 2026 (within 60 days of the date hereof) and are therefore included in Mr. Weinstein's beneficial ownership. The remaining 4,485 RSUs are unvested and subject to future vesting conditions beyond 60 days. Unvested RSUs confer no voting rights or dividend entitlements until settlement into Common Shares. |
| 10. The Common Warrants issued under the March 2026 SPA expire 18 months from their respective issuance dates. Accordingly: (a) the warrants issued at the March 31, 2026 first closing expire on or about September 30, 2027; and (b) the warrants issued at the April 21, 2026 second closing expire on October 21, 2027. By contrast, the 625,000 Common Warrants issued under the December 2025 SPA expire on June 30, 2026. |
| 11. CHL holds warrants to purchase 84,599 Common Shares at an exercise price of $5.568 per share, which were issued pursuant to the Securities Purchase Agreement dated January 23, 2025 between the Company and CHL. These warrants have a term of three years from issuance. The original 19.99% beneficial ownership limitation applicable to these warrants was removed upon receipt of shareholder approval at the Company's 2025 Annual Meeting of Shareholders on June 30, 2025. |
| Remarks: |
| Exhibit Index: Exhibit 1 - Joint Filer Information. Exhibit 2 - Joint Filing Agreement dated January 5, 2026. Each reporting person 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. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person 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. |
| /s/ Alexandre Weinstein Manieu | 05/04/2026 | |
| /s/ Ana Ventura Authorized Officer For Beaumont (Directors) Limited Sole Corporate Director, /s/ Karen Oliver Authorized Officer For Beaumont (Directors) Limited Sole Corporate Director | 05/04/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||