Zeo ScientifiX partners with Pluri Inc.

Item

1.01 Entry into a Material Definitive Agreement.

Overview

On

October 26, 2026, ZEO and Pluri Inc. (Nasdaq and TASE: PLUR) ( Pluri ), a Haifa, Israel-based biotechnology company that is engaged in leveraging its proprietary 3D cell expansion platform (the Platform ), entered into a definitive strategic agreement (the Partnership Agreement ) to expand the parties U.S. manufacturing and commercialization platform serving the regenerative medicine, aesthetics, wellness, and longevity markets through a license-for-equity transaction.

ZEO

brings an established U.S. biologics business combining scientific and manufacturing capabilities with the infrastructure needed to reach and support physicians. Its existing biologics portfolio, substantial physician network, established sales channel, dedicated marketing department, and educational programming provide a foundation for introducing additional products and expanding commercial operations.

Pluri contributes more than two decades of experience in cell-based research, product development, clinical trials, process scale-up, quality systems, and manufacturing. Its proprietary three-dimensional cell-expansion technology and intellectual property support the development and manufacture of cell-based products.

The following is a summary of the key provisions of the Partnership Agreement.

License

At closing of the transactions contemplated by the Partnership Agreement ( Closing ), Pluri will grant ZEO an exclusive license to use Pluri s proprietary manufacturing technology to manufacture and commercialize Pluri s present and future regenerative medicine product portfolio (the Licensed Products ), in the regenerative medicine field in the United States. The license rights are exclusive (subject to certain exceptions set forth in the Partnership Agreement) and ongoing (unless terminated by Pluri by reason of ZEO s default). The Partnership Agreement provides for payment of royalties based on Net Sales (as defined in the Partner

Item

3.02 Unregistered Sales of Equity Securities.

The information set forth under the subheadings Initial Equity Consideration and Additional Equity Consideration and Description of Series D Non-Convertible Preferred Stock in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

The securities of ZEO described under the subheadings Initial Equity Consideration and Additional Equity Consideration and Description of Series D Non-Convertible Preferred Stock in Item 1.01 of this Current Report are being offered and at Closing, will be issued in reliance upon exemptions from the registration requirements of the Securities Act 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Partnership Agreement, dated October 26, 2026, by and between Zeo ScientifiX, Inc. and Pluri Inc.*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ZEO agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

Certain identified information has been omitted pursuant to