Pluri Inc.

Major Shareholding Notification • May 20, 2025

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

PLURI INC.

(Name of Issuer)

Common Shares, par value \$0.00001 per share

(Title of Class of Securities)

72942G203

(CUSIP Number)

Yaky Yanay c/o Pluri Inc. MATAM Advanced Tech. Park Building No. 5 Haifa, L3, 3508409 972747108600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/27/2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 72942G203

	Name of reporting person
1	Yaky Yanay
2	Check the appropriate box if a member of a Group (See Instructions) (a) (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6	Citizenship or place of organization ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 7 484,866.00 Shared Voting Power 8 0.00 Sole Dispositive Power 9 484,866.00 Shared Dispositive Power 10 0.00
11	Aggregate amount beneficially owned by each reporting person 484,866.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13	Percent of class represented by amount in Row (11) 6.0 %
14	Type of Reporting Person (See Instructions) IN

Comment for Type of Reporting Person:

(1) Includes (i) 229,353 common shares, par value \$0.00001 per share (the "Common Shares"), of Pluri Inc. (the "Issuer") issuable upon the exercise of options exercisable within 60 days of May 20, 2025; (ii) 22,737 Common Shares issuable upon vesting of restricted stock units ("RSUs") within 60 days of May 20, 2025; and (iii) 836 Common Share which are owned by Yaacov Yanay Management Ltd., of which Mr. Yaky Yanay (the "Reporting Person") indirectly owns 100%.

(2) Based on a total of 7,832,601 Common Shares of the Issuer outstanding as of May 20, 2025, as reported by the Issuer to the Reporting Person.

SCHEDULE 13D

Item 1. Security and Issuer

(a) Title of Class of Securities:

Common Shares, par value \$0.00001 per share

(b) Name of Issuer:

PLURI INC.

(c) Address of Issuer's Principal Executive Offices:

MATAM Advanced Technology Park,, Building No. 5, Haifa, L3 3508409

Item 2. Identity and Background

• (a) Yaky Yanay
• (b) The Reporting Person's business address is MATAM Advanced Technology Park, Building No. 5, Haifa, 3508409 Israel.
• (c) The principal occupation of the Reporting Person is serving as the President, Chief Executive Officer and a Director of the Issuer. The business address of the Issuer is MATAM Advanced Technology Park, Building No. 5, Haifa, 3508409 Israel. The principal business of the Issuer is biotechnology company with an advanced cell-based technology platform.
• (d) The Reporting Person has not, during the past five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours).
• (e) The Reporting Person has not, during the past five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
• (f) The Reporting Person is a citizen of the State of Israel.

Item 3. Source and Amount of Funds or Other Consideration

"Item 3. Source and Amount of Funds or Other Consideration" is being amended and restated by this Amendment No. 1 as follows:

The Common Shares to which this statement relates are those held directly by the Reporting Person, those issuable upon the exercise of options and vesting of RSUs held by the Reporting Person and those beneficially owned by the Reporting Person through an indirect wholly owned entity.

Item 4. Purpose of Transaction

"Item 4. Purpose of Transaction" is being amended and restated by this Amendment No. 1 as follows:

All of the Issuer's securities directly and beneficially owned by the Reporting Person were acquired for investment purposes and in consideration for the Reporting Person's services as an executive officer and Director of the Issuer.

In pursuing these purposes, the Reporting Person may further purchase, hold, trade, dispose or otherwise deal in securities of the Issuer. The Reporting Person has no current plans or proposals which relate to or would result in (a) an acquisition by any person of additional securities of the Issuer, or the disposition by any person of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions with may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated herein. The Reporting Person may, at any time and from time to time, review or reconsider his position and formulate plans or proposals with respect thereto.

• (a) The Reporting Person beneficially owns 484,866 Common Shares, representing approximately 6.0% of the outstanding Common Shares.
• (b) The Reporting Person is deemed to hold sole voting and dispositive power over 484,866 Common Shares of the Issuer.
• (c) The Reporting Person has not effected any transactions in the Common Shares in the past 60 days.
• (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person.
• (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

"Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" is being amended and restated by this Amendment No. 1 as follows:

There are no present contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person, and any other person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

"Item 7. Material to Be Filed as Exhibits" is being amended and restated by this Amendment No. 1 as follows:

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yaky Yanay

Signature: /s/ Yaky Yanay Name/Title: Yaky Yanay Date: 05/20/2025

Comments accompanying signature: