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SCHEDULE 13D/A 0002055515 XXXXXXXX LIVE 3 COMMON STOCK, PAR VALUE $0.00001 PER SHARE 12/30/2025 false 0001158780 72942G104 Pluri Inc. Pluri Biotech Ltd. Matam Park Building 5 Haifa L3 3508409 Chutzpah Holdings Limited 1-212-613-2091 4TH Floor, Liberation House Castle Street St. Helier Jersey Islands Y9 JE1 4HH Peter G. Flagel 212-613-2091 Gibbons P.C. One Pennsylvania Plaza, Floor 45, Suite New York NY 10119 0002055515 N Chutzpah Holdings Limited AF N Y9 2018014.00 0.00 2018014.00 0.00 2018014.00 N 18.93 CO 1 Pursuant to the Securities Purchase Agreement dated January 23, 2025 (the "Securities Purchase Agreement"), entered into between Chutzpah Holdings Limited ("CHL") and the Issuer relating to a private placement offering of: 1,383,948 shares of common stock, par value $0.00001 per share of the Issuer (the "Common Shares"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 26,030 Common Shares, and (iii) warrants to purchase up to 84,599 Common Shares (the "Common Warrants"). 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 (subsequently received on June 30, 2025), and remain exercisable until exercised in full. The Common Warrants have an exercise price of $5.568 per share and will be exercisable for three years following June 3, 2025. 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 CHL and Plantae Bioscience Ltd ("Plantae"), pursuant to which CHL 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 Interests") and (ii) transferred to Pluri Biotech, a convertible loan, pursuant to an assignment and assumption agreement, reflecting a principal aggregate amount of $0.5 million. 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 above consideration shares. Of the 976,139 common shares of the Issuer, 452,702 was issued to Plantae and 523,437 was issued to CHL. CHL owns approximately 78% of Plantae. 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. 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 (subsequently received on June 30, 2025), and remain exercisable until exercised in full. At the time of the exchange, CHL held 931,246 Common Shares (1,383,948 Common Shares plus 523,437 Common Shares minus 976,139 Common Shares exchanged for an equal amount of pre-funded warrants). On October?29,?2025, pursuant to shareholder approval for the exercise of pre-funded warrants and common warrants at the shareholder meeting held on June 30, 2025, the Reporting Person exercised pre funded warrants to acquire 1,002,169 shares of Common Stock of the Issuer at an exercise price of $0.0001 per share. The pre funded warrants were originally issued pursuant to the Securities Purchase Agreement dated January?23,?2025, as amended April 25, 2025. As on date, the Reporting Person holds 2,018,014 Common Shares (931,246 Common Shares plus 1,002,169 Common Shares plus 84,599 unexercised warrants to purchase Common Shares). 2 Indicates the Reporting Person 's ownership of 2,018,014 Common Shares directly held. 3 Calculated on the basis of 2,018,014 Common Shares directly held and 10,661,533 total outstanding shares of the Issuer (calculated on a fully diluted basis which includes 5,643 fully vested shares of stock, and assumes the exercise of Chutzpah Holdings LP's 625,000 common warrants to purchase Common Shares). Y Chutzpah Holdings LP AF N A6 1250000.00 0.00 1250000.00 0.00 1250000.00 N 11.72 OO 4 On December 8, 2025, the Issuer entered into an additional Securities Purchase Agreement with Chutzpah Holdings LP (the "CHLP"), a limited partnership beneficially owned by Mr. Alexandre Weinstein, ("Mr. Weinstein"), relating to a private placement offering of: (i) 625,000 common shares, par value $0.00001 per share (the "CHLP Common Shares") of the Company, and (ii) warrants (the "CHLP Common Warrants") to purchase up to 625,000 Common Shares. The combined purchase price for each CHLP Common Share and CHLP Common Warrant is $4.00. The CHLP Common Warrants are exercisable immediately at an exercise price of $4.25 per share and will be exercisable until June 30, 2026. The CHLP Common Warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation. 5 Indicates CHLP's ownership of 1,250,000 Common Shares, assuming exercise of the CHLP Common Warrants in full. 6 Calculated on the basis of: (i) CHLP exercising the CHLP Common Warrants and holding 1,250,000 Common Shares directly; and (ii) 10,661,533 total outstanding shares of the Issuer (calculated on a fully diluted basis which includes Mr. Weinstein's 5,643 fully vested shares of stock). Y Plantae Bioscience Ltd. AF N L3 452702.00 0.00 452702.00 0.00 452702.00 N 4.25 OO 7 On March 13, 2025, the Issuer, Pluri Biotech, entered into a Share Purchase Agreement with CHL and Plantae, pursuant to which CHL 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 (on a fully diluted basis), and (ii) transferred to Pluri Biotech, a convertible loan, pursuant to an assignment and assumption agreement, reflecting a principal aggregate amount of $0.5 million. 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 above consideration shares. Of the 976,139 common shares of the Issuer, 452,702 was issued to Plantae and 523,437 was issued to CHL. CHL owns approximately 78% of Plantae. 8 Calculated on the basis of: (i) Plantae's ownership of 452,702 Common Shares; and (ii) 10,661,533 total outstanding shares of the Issuer (calculated on a fully diluted basis). 0001833124 N Alexandre Weinstein PF N V8 5643.00 5643.00 5643.00 5643.00 5643.00 N 0.05 IN 9 As of the date of this filing, 4,189 RSUs have vested, with 1,281 RSUs (from the 10,250 RSUs grant) to vest on February 25, 2026, and 173 RSUs (from the 519 RSUs grant) to vest on February 28, 2026. The remaining 5,126 RSUs are unvested and subject to future vesting conditions. Unvested RSUs confer no voting rights or dividend entitlements until settlement into common shares. Additional RSUs will vest thereafter, which may increase Mr. Weinstein's ownership. Mr. Weinstein will amend this Schedule 13D as required by law. 10 See note above. 11 See note above. 12 See note above. 13 See note above. COMMON STOCK, PAR VALUE $0.00001 PER SHARE Pluri Inc. Pluri Biotech Ltd. Matam Park Building 5 Haifa L3 3508409 This Amendment No. 3 ("Amendment") supplements the statements made on Schedule 13D of Chutzpah Holdings Limited ("CHL") that was filed with the Securities and Exchange Commission (the "Commission") on February 12, 2025 (the "Original Schedule 13D"), as amended by the following amendments to the Original Schedule 13D: first amendment filed with the Commission on May 12, 2025; second amendment to filed with the Commission on December 15, 2025 (collectively, with the Original Schedule 13D, the "Schedule 13D"). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. This Amendment is being filed for the purpose of publicly disclosing certain important developments in connection with CHL, and certain of its affiliates' investment in Pluri, Inc. Except as set forth herein, the Schedule 13D is unmodified. This Schedule 13D is filed by Chutzpah Holdings Limited ("CHL"), Chutzpah Holdings LP ("CHLP"), Plantae Bioscience Ltd. ("Plantae"), and Alexandre Weinstein ("Mr. Weinstein") pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of CHL, CHLP, Plantae and Mr. Weinstein are sometimes collectively referred to herein as the "Reporting Persons" and each individually as a "Reporting Person". Each Reporting Person expressly disclaims beneficial ownership with respect to any Common Stock of the Issuer, other than the Common Stock of the Issuer owned directly by such Reporting Person. Chutzpah Holdings Limited 4th Floor, Liberation House, Castle Street St. Helier, Jersey Islands JE1 4HH Chutzpah Holdings LP 337 Winston Road Oakville, Ontario (CA-ON), L6l 4w6 Canada Plantae Bioscience Ltd. Hearon 5, Floor 10, Bnei Brak 5120125, Israel Alexandre Weinstein Apt 8002, Burgenstock Hotels & Resort, Burgenstock 30, 6363 Obburgen, Switzerland See Items 5(a) and 5(b). The principal business of each Reporting Person is providing investment management services to investment partnerships and other entities. CHL, CHLP and Plantae are beneficially owned by Mr. Weinstein. Mr. Weinstein is the founder of WM Partners LP, a middle-market private equity firm focused on the health and wellness industry. Mr. Weinstein serves on several boards of companies in the health and wellness industry, and is a seasoned investor. Subject to stockholder approval, Mr. Weinstein is presently, the Chairman of the Board of Directors of the Issuer. Mr. Weinstein may be deemed to beneficially own securities of the Issuer held, or issuable to, entities he controls, including CHLP, CHL and Plantae. Mr. Weinstein disclaims beneficial ownership of securities except to the extent of his pecuniary interest therein. CHL is incorporated in Jersey Islands. CHLP is incorporated in Ontario, Canada. Plantae is incorporated in Israel. Mr. Weinstein is a citizen of Switzerland. Item 4 of the Schedule 13D is hereby amended and restated as follows: The information contained on the cover pages of this Schedule 13D relating to CHL, CHLP, Plantae and Mr. Weinstein is incorporated by reference. Item 5(a) of the Schedule 13D is hereby amended and restated as follows: The information contained on the cover pages of this Schedule 13D is incorporated by reference. Item 5(b) of the Schedule 13D is hereby amended and restated as follows: In the aggregate, the Reporting Persons beneficially own 3,726,359 Common Shares representing approximately 35% of the issued and outstanding shares of the Issuer. 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. Item 5(c) of the Schedule 13D is amended and supplemented as follows: The information contained in Item 4 of this Schedule 13D is incorporated by reference. Item 7 is supplemented with the following exhibits: Exhibit 1: Joint Filing Agreement https://www.sec.gov/ix?doc=/Archives/edgar/data/1158780/000121390025119651/ea0269001-8k_pluri.htm https://www.sec.gov/Archives/edgar/data/1158780/000121390025119238/xslF345X05/ownership.xml https://www.sec.gov/Archives/edgar/data/1158780/000121390025112942/xslF345X05/ownership.xml https://www.sec.gov/ix?doc=/Archives/edgar/data/1158780/000121390025109174/ea0263501-10q_pluri.htm https://www.sec.gov/Archives/edgar/data/1158780/000121390025088655/ea0257324-s3_pluri.htm Chutzpah Holdings Limited /s/ Ana Ventura Ana Ventura/Authorized Officer Beaumont (Directors) Limited, sole corporate director 01/05/2026 /s/ Karen Oliver Karen Oliver/Authorized Officer Beaumont (Directors) Limited, sole corporate director 01/05/2026 Chutzpah Holdings LP /s/ Alexandre Weinstein Alexandre Weinstein/Authorized Signatory Chutzpah Holdings LP 01/05/2026 Plantae Bioscience Ltd. /s/ Eli Mor Eli Mor/Authorized Signatory Plantae Bioscience Ltd. 01/05/2026 Alexandre Weinstein /s/ Alexandre Weinstein Alexandre Weinstein 01/05/2026