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Pluri PLUR

Pluri enters partnership with ZEO for regenerative medicine

Item 1.01 Enters material agreement, Item 3.02 Unregistered share sale, Item 8.01 Other events

Form
8-K
Filed
Importance
Major
  1. Pluri grants ZEO exclusive license to manufacture and commercialize regenerative medicine products in the US
  2. ZEO agrees to issue 41% of its shares to Pluri upon closing
  3. Pluri will own 50% of ZEO's shares after transaction
  4. ZEO issues warrants to Pluri for additional equity in ZEO

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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The reading, claim by claim

  1. The agreement includes terms for an approved operating plan and budget for ZEO.
  2. Under the agreement, Pluri will have the right to designate four of seven ZEO board members if it holds at least 25% of ZEO's shares.
  3. The agreement may be terminated if the closing does not occur within 90 days.
  4. Pluri also retains nomination rights unless it undergoes a change in control by the third anniversary of the agreement.
  5. ZEO agreed to issue Pluri 41% of its shares as consideration for the license.
  6. The securities were offered under exemptions from the Securities Act, without general solicitation.
  7. The securities remain unregistered and cannot be sold in the U.S. without registration or exemption.
  8. Pluri and its subsidiaries previously entered a finance agreement with the European Investment Bank (EIB) for up to 50 million, with 20 million disbursed in 2021.
  9. The EIB later sold its rights to Chutzpah Holdings Limited, a company owned by Pluri's largest shareholder.
  10. The outstanding loan balance was approximately $27.5 million as of September 30, 2026.

10 of 10 claims matched the filing text.

From the filing

Item 1.01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive

Agreement.

ZEO Partnership Agreement

On

October 26, 2026, Pluri Inc. ( Pluri or the Company ) entered into a Partnership Agreement (the Agreement ) with ZEO ScientifiX, Inc. ( ZEO ) pursuant to which, at the closing of the transactions contemplated under the Agreement the Company shall grant ZEO an exclusive license solely to manufacture and commercialize its regenerative medicine product portfolio (except where such products are intended for aesthetics, skin care, cosmetic, or veterinary applications, in which case ZEO may only commercialize such products) in the United States (the License ), which may also be expanded to Latin America under the terms of the Agreement.

Pursuant to the Agreement, the parties agreed to approve an operating plan and budget for ZEO (the Approved Plan )1, including manufacturing, commercialization, regulatory, capital expenditure, and financing plans relating to the License. In addition, following the closing of the transactions contemplated by the Agreement (the Closing ), Pluri will have the right to designate four2

(4) out of seven (7) members of ZEO s board of directors so long as it holds at least 25% of the issued share capital of ZEO2, and insofar that Pluri did not undergo a change in control4. If the Closing does not occur within ninety (90) days following the execution of the Agreement, each party has the right to terminate the Agreement3 by providing written notice specifying the failure giving rise to the termination, and the other party will have thirty (30) days to cure such notice. In addition, in the event that Pluri undergoes a change of control4 such that it is controlled by a competitor of ZEO (as specified under the Agreement) by the third anniversary of the effective date of the Agreement4, Pluri will not be entitled to the foregoing nomination rights.

Equity Consideration

As consideration for the License,

ZEO agreed to issue Pluri (i) forty-one percent (41%) of ZEO s issued and5 o

Item 1.01 of this Current Report on Form 8-K are incorporated into this Item 3.0

Item 1.01 of this Current Report on Form 8-K are incorporated into this Item 3.02 by reference.

The ZEO Transaction

Securities described under the subheading ZEO Partnership Agreement in Item 1.01 above were offered and agreed to be sold in reliance upon exemptions from the registration requirements of the Securities Act6 of 1933, as amended (the Securities

Act ), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The offer and sale of the Securities did not involve any general solicitation or general advertising6. The Securities have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration7 The Securities described under the subheading Securities Purchase Agreements in Item 1.01 above were offered and agreed to be sold in reliance upon exemptions from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 903 of Regulation S promulgated thereunder. The offer and sale of the Securities did not involve any general solicitation or general advertising. The Securities have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United

States absent registration or an applicable exemption from registration.

Item 8.01 Other Events.

Item 8.01 Other Events.

As previously disclosed, the Company, together with its subsidiaries8, Pluri Biotech Ltd., incorporated under the laws of Israel, and Pluristem GmbH, incorporated under the laws of Germany (the Subsidiaries ), entered into a finance agreement with the European8

Investment Bank ( EIB ) providing for up to 50 million in funding, of which only the first tranche of 20 million was disbursed in June 20218, and such amount bears interest at 4% per annum, and was scheduled to become repayable on June 1, 2026 (as amended by the Consent and Amendment Letter No, 1, dated as of February 10, 2025, the Loan ). The Company also previously disclosed that on April 21, 2026, the Company received notice from the EIB that the EIB was reserving all of its rights under the finance agreement while discussions concerning potential alternatives, including a possible extension of the maturity date, remained ongoing.

On October 21, 2026, the EIB9

entered into a Loan Sale and Purchase Agreement (the Loan Sale Agreement ) with Chutzpah Holdings Limited (the Buyer ), a limited partnership beneficially owned by Mr. Alexandre Weinstein, the Company s largest existing shareholder9 and the chairman of the board of directors of the Company (the Board ), pursuant to which the EIB agreed to sell to the Buyer all of the EIB s rights, title and interest in the Loan and related guarantee agreements (the Transfer ). As of September 30, 2026, the Loan has an outstanding balance of approximately US$27.5 million, including accrued interest10. The Loan Sale Agreement provides for the Buyer s acquisition of the Loan at a negotiated discounted price.

3

In connection with the Loan

Sale Agreement, following approval by the Board, the Company and its Subsidiaries executed a consent to the Transfer. The Transfer does not amend the obligations of the Company or its Subsidiaries under their respective guarantees. The Company expects to enter into separate agreements with the Buyer regarding the settle

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