Pluri Inc 2025年度报告

FORM 10-K Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesտNoց Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YesցNoտ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).ցYesտNo Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerտAccelerated filerտNon-accelerated filerցSmaller reporting companyցEmerging growth companyտ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.տ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.տ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.տ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).տ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesտNoց State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter. Indicate the number of shares outstanding of each of the registrant’s classes of common shares, as of the latest practicable date. TABLE OF CONTENTS PagePART I1Item 1.Business1Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments37Item 1C.Cybersecurity37Item 2.Properties38Item 3.Legal Proceedings38Item 4.Mine Safety Disclosures38PART II39Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities39Item 6.[Reserved]39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 7A.Quantitative and Qualitative Disclosures About Market Risk47Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure48Item 9A.Controls and Procedures48Item 9B.Other Information48Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48PART III49Item 10.Directors, Executive Officers and Corporate Governance49Item 11.Executive Compensation54Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters61Item 13.Certain Relationships and Related Transactions and Director Independence64Item 14.Principal Accounting Fees and Services64PART IV65Item 15.Exhibits and Financial Statement Schedules65Item 16.Form 10-K Summary68 Our financial statements are stated in thousands United States Dollars and are prepared in accordance with United States Generally AcceptedAccounting Principles (“U.S. GAAP”). In this Annual Report on Form 10-K (this “Annual Report”), unless otherwise specified, all dollar, amounts are expressed in United StatesDollars. As used in this Annual Report, unless the context otherwise requires, the terms “Pluri”, the “Company”, “we”, “us”, and “our” refer to Pluri Inc.,together with its wholly owned Israeli subsidiary, Pluri Biotech Ltd. and the subsidiaries of Pluri Biotech Ltd., including its wholly owned Israelisubsidiary, Coffeesai Ltd. (“Coffeesai”), its majority-owned Israeli subsidiaries