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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0002055515 XXXXXXXX LIVE 1 COMMON STOCK, PAR VALUE $0.00001 PER SHARE 05/12/2025 false 0001158780 72942G104 Pluri Inc. MATAM Advanced Technology Park Building No. 5 Haifa L3 3508409 Chutzpah Holdings Limited 44 1534 823050 4TH Floor, Liberation House Castle Street St. Helier Y9 JE1 4HH Peter G. Flagel 212-613-2091 Gibbons P.C. One Pennsylvania Plaza Floor 45, Suite 4515 New York NY 10119 0002055515 N Chutzpah Holdings Limited AF N Y9 1383948.00 0.00 1383948.00 0.00 1383948.00 N 19.91 CO Note 1 Pursuant to the Securities Purchase Agreement dated January 23, 2025 (the "Securities Purchase Agreement"), entered into between the Reporting Person and the Issuer relating to a private placement offering of: 1,383,948 shares of common stock, par value $0.00001 per share (the "Common Shares") of the Issuer, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 26,030 Common Shares, and (iii) warrants (the "Common Warrants") to purchase up to 84,599 Common Shares. The purchase price for each Common Share is $4.61. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Issuer's shareholders (the "Shareholder Approval") required by the applicable rules of the Nasdaq Capital Market, and remain exercisable until exercised in full. The Common Warrants have an exercise price of $5.568 per share, will not be exercisable until the Company receives Shareholder Approval, and will be exercisable for three years following the date of receipt of the Shareholder Approval. The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions and are subject to a 19.99% beneficial ownership limitation until the Shareholder Approval is obtained. The sole voting power excludes common shares that the Reporting Person has the right to acquire pursuant to the exercise of the Common Warrants and the Pre-Funded Warrants. On March 13, 2025, the Issuer, Pluri Biotech Ltd., a wholly owned subsidiary of the Issuer (the "Pluri Biotech"), entered into a Share Purchase Agreement with the Reporting Person and Plantae Bioscience Ltd ("Plantae"), pursuant to which the Reporting Person and Plantae: (i) sold to Pluri Biotech, 400,000 ordinary shares and 175,000 preferred seed-1 shares, representing approximately 71.1% of the equity of Kokomodo Ltd.(on a fully diluted basis), an Israeli company ("Kokomodo," and such shares, the "Purchased Shares"), and (ii) transferred to Pluri Biotech, a convertible loan, pursuant to an assignment and assumption agreement (the "Assignment Agreement"), reflecting a principal aggregate amount of $0.5 million (together with the Purchased Shares, the "Purchased Interests"). In consideration for the sale, transfer and conveyance of the Purchased Interests, the Issuer paid the Reporting Person an aggregate purchase price of $4.5 million, payable in 976,139 common shares of the Company, which as of January 23, 2025, represented 12.14% of the Issuer's issued and outstanding share capital on a fully diluted basis after the deemed issuance of the Pluri Consideration Shares. On April 25, 2025, the Reporting Person and the Issuer entered into an amendment to the Securities Purchase Agreement, whereby the Company and the Investor agreed to exchange 976,139 of the Common Shares for additional pre-funded warrants to purchase up to 976,139 Common Shares. The additional pre-funded warrants issued to the Investor have the same terms as the Pre-Funded Warrants issued pursuant to the Securities Purchase Agreement, and as such, they have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Company's shareholders, as required by the applicable rules of the Nasdaq Capital Market, and remain exercisable until exercised in full. The additional pre-funded warrants contain customary anti-dilution provisions and are subject to a 19.99% beneficial ownership limitation until shareholder approval is obtained. 2 Indicates the Reporting Person 's ownership of 1,383,948 Common Shares currently held. 3 Calculated on the basis of 1,383,948 Common Shares to be received by the Reporting Person upon exercise of the Pre-Funded Warrants and Common Warrants. COMMON STOCK, PAR VALUE $0.00001 PER SHARE Pluri Inc. MATAM Advanced Technology Park Building No. 5 Haifa L3 3508409 Item 4 of the Schedule 13D is amended and supplemented as follows: On March 13, 2025, the Issuer, Pluri Biotech Ltd., a wholly owned subsidiary of the Issuer (the "Pluri Biotech"), entered into a Share Purchase Agreement with the Reporting Person and Plantae Bioscience Ltd ("Plantae"), pursuant to which the Reporting Person and Plantae: (i) sold to Pluri Biotech, 400,000 ordinary shares and 175,000 preferred seed-1 shares, representing approximately 71.1% of the equity of Kokomodo Ltd.(on a fully diluted basis), an Israeli company ("Kokomodo," and such shares, the "Purchased Shares"), and (ii) transferred to Pluri Biotech, a convertible loan, pursuant to an assignment and assumption agreement (the "Assignment Agreement"), reflecting a principal aggregate amount of $0.5 million (together with the Purchased Shares, the "Purchased Interests"). In consideration for the sale, transfer and conveyance of the Purchased Interests, the Issuer paid the Reporting Person an aggregate purchase price of $4.5 million, payable in 976,139 common shares of the Company, which as of January 23, 2025, represented 12.14% of the Issuer's issued and outstanding share capital on a fully diluted basis after the deemed issuance of the Pluri Consideration Shares. On April 25, 2025, the Reporting Person and the Issuer entered into an amendment to the Securities Purchase Agreement, whereby the Company and the Investor agreed to exchange 976,139 of the Common Shares for additional pre-funded warrants to purchase up to 976,139 Common Shares. The additional pre-funded warrants issued to the Investor have the same terms as the Pre-Funded Warrants issued pursuant to the Securities Purchase Agreement, and as such, they have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Company's shareholders, as required by the applicable rules of the Nasdaq Capital Market, and remain exercisable until exercised in full. The additional pre-funded warrants contain customary anti-dilution provisions and are subject to a 19.99% beneficial ownership limitation until shareholder approval is obtained. 1,383,948 shares of common stock of the Issuer. 19.91% of the outstanding shares of common stock of the Issuer. 1,383,948 shares of common stock of the Issuer. 19.91% of the outstanding shares of common stock of the Issuer. Item 5(c) of the Schedule 13D is amended and supplemented as follows: On March 13, 2025, the Issuer, Pluri Biotech Ltd., a wholly owned subsidiary of the Issuer (the "Pluri Biotech"), entered into a Share Purchase Agreement with the Reporting Person and Plantae Bioscience Ltd ("Plantae"), pursuant to which the Reporting Person and Plantae: (i) sold to Pluri Biotech, 400,000 ordinary shares and 175,000 preferred seed-1 shares, representing approximately 71.1% of the equity of Kokomodo Ltd.(on a fully diluted basis), an Israeli company ("Kokomodo," and such shares, the "Purchased Shares"), and (ii) transferred to Pluri Biotech, a convertible loan, pursuant to an assignment and assumption agreement (the "Assignment Agreement"), reflecting a principal aggregate amount of $0.5 million (together with the Purchased Shares, the "Purchased Interests"). In consideration for the sale, transfer and conveyance of the Purchased Interests, the Issuer paid the Reporting Person an aggregate purchase price of $4.5 million, payable in 976,139 common shares of the Company, which as of January 23, 2025, represented 12.14% of the Issuer's issued and outstanding share capital on a fully diluted basis after the deemed issuance of the Pluri Consideration Shares. On April 25, 2025, the Reporting Person and the Issuer entered into an amendment to the Securities Purchase Agreement, whereby the Company and the Investor agreed to exchange 976,139 of the Common Shares for additional pre-funded warrants to purchase up to 976,139 Common Shares. The additional pre-funded warrants issued to the Investor have the same terms as the Pre-Funded Warrants issued pursuant to the Securities Purchase Agreement, and as such, they have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Company's shareholders, as required by the applicable rules of the Nasdaq Capital Market, and remain exercisable until exercised in full. The additional pre-funded warrants contain customary anti-dilution provisions and are subject to a 19.99% beneficial ownership limitation until shareholder approval is obtained. Not applicable. Not applicable. Form 8K, please see https://www.sec.gov/Archives/edgar/data/1158780/000121390025007698/ea0228987-8k_pluri.htm https://www.sec.gov/Archives/edgar/data/1158780/000121390025023733/ea0234319-8k_pluriinc.htm https://www.sec.gov/Archives/edgar/data/1158780/000121390025035770/ea0239705-8k_pluri.htm Chutzpah Holdings Limited /s/ Ana Ventura Ana Ventura/ Authorized Officer Beaumont (Directors) Limited, sole corporate director 05/12/2025