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Pluri Inc.

Director's Dealing Jul 2, 2025

6990_rns_2025-07-01_82f7ecb5-a878-49cd-8f5e-c17d6c6242da.pdf

Director's Dealing

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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Manieu Alexandre Weinstein 1. Name and Address of Reporting Person * 2. Issuer Name and Ticker or Trading Symbol
Pluri Inc. [ PLUR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
(Last) (First) (Middle) Officer (give title
below)
Other (specify
below)
RESORT,
BURGENSTOCK 30
APT 8002, BURGENSTOCK HOTELS & 3. Date of Earliest Transaction (Month/Day/Year)
04/28/2025
(Street) 4. If Amendment, Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line)
OBBURGEN V8 6363 X Form filed by One Reporting Person Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I – Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction
Date
(Month/Day/Year)
2A. Deemed
Execution Date,
if any
(Month/Day/Year)
3.
Transaction
Code (Instr.
8)
4. Securities Acquired (A) or
Disposed Of (D) (Instr. 3, 4 and 5)
5. Amount of
Securities
Beneficially Owned
Following Reported
6. Ownership
Form: Direct (D)
or Indirect (I)
(Instr. 4)
7. Nature of
Indirect
Beneficial
Ownership
Code V Amount (A) or
(D)
Price Transaction(s)
(Instr. 3 and 4)
(Instr. 4)
Common Stock 10,250 D
Common Stock 04/28/2025 P 523,437 A \$4.61 931,246 I Shares
indirectly
held
through
Chutzpah
Holdings
(1)
Limited
Common Stock 04/28/2025 P 452,702 A \$4.61 452,702 I Shares
indirectly
held
through
Plantae
Bioscience
(2)
Ltd.
Common Stock 04/28/2025 J (4)
976,139
D (4) 931,246 I Shares
indirectly
held
through
Chutzpah
Holdings
(1)
Limited
Table II – Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of
Derivative
Security
(Instr. 3)
2.
Conversion
or Exercise
Price of
Derivative
Security
3. Transaction
Date
(Month/Day/Year)
3A. Deemed
Execution Date,
if any
(Month/Day/Year)
4.
Transaction
Code (Instr.
8)
5. Number of
Derivative Securities
Acquired (A) or
Disposed of (D)
(Instr. 3, 4
and 5)
6. Date Exercisable and
Expiration Date
(Month/Day/Year)
7. Title and Amount of
Securities Underlying
3 and 4)
Derivative Security (Instr. 8. Price
of
Derivative
Security
(Instr. 5)
9. Number of
Derivative
Securities
Beneficially
Owned
Following
10.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr.
11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount or
Number of
Shares
Reported
Transaction(s)
(Instr. 4)
4)

plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction

10.

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See

Pre
Funded
Warrants
to
\$0.0001
04/28/2025
purchase
Common
Shares
J (4)
976,139
(3) (3) Common
Shares
976,139 (4) 976,139 I Indirectly
held
through
Chutzpah
Holdings
(1)
Limited
*
1. Name and Address of Reporting Person
Manieu Alexandre Weinstein
10% Owner
Director
(Last)
(First)
(Middle)
APT 8002, BURGENSTOCK HOTELS &
RESORT,
BURGENSTOCK 30
(Street)
OBBURGEN
V8
6363
(City)
(State)
(Zip)
*
1. Name and Address of Reporting Person
Chutzpah Holdings Ltd
Director
(Last)
(First)
(Middle)
4TH FLOOR, LIBERATION HOUSE
CASTLE STREET
(Street)
ST HELIER
Y9
JE1 4HH
(City)
(State)
(Zip)

Explanation of Responses:

  1. This statement is jointly filed by and on behalf of each of Chutzpah Holdings Limited ("Chutzpah") and Mr. Weinstein. Mr. Weinstein indirectly owns 100% of Chutzpah and may be deemed to beneficially own securities owned by Chutzpah. Each reporting person (i) states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement; (ii) disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities; and (iii) declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

  2. Mr. Weinstein indirectly owns 77% of Plantae Bioscience Ltd. ("Plantae") and may be deemed to beneficially own securities owned by Plantae. Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Weinstein is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities owned by Plantae. Mr. Weinstein disclaims beneficial ownership of such securities covered by this statement, except to the extent of his pecuniary interest in such securities. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

  3. The Pre-Funded Warrants are exercisable at any time following the receipt of certain approvals from Pluri Inc.'s (the "Company") shareholders required by the applicable rules of the Nasdaq Capital Market, and remain exercisable until exercised in full.

  4. On April 25, 2025, the Company entered into an amendment (the "Amendment") to its previously executed Securities Purchase Agreement, entered into on January 23, 2025 by the Company and Chutzpah. Pursuant to the Amendment, the Company and Chutzpah agreed to exchange 976,139 Common Shares for pre-funded warrants to purchase up to 976,139 Common Shares.

Remarks:

Exhibit Index: Exhibit 99.1 - Joint Filer Information (incorporated by reference to Exhibit 99.1 for Form 3 filed with the Securities and Exchange Commission on February 18, 2025). Exhibit 99.2 - Joint Filing Agreement (incorporated by reference to Exhibit 99.2 for Form 3 filed with the Securities and Exchange Commission on February 18, 2025).

/s/ Alexandre Weinstein Manieu 07/01/2025
** Signature of Reporting Person Date
/s/ Ana Ventura Authorized Officer For
Beaumont (Directors) Limited Sole Corporate 07/01/2025
Director
** Signature of Reporting Person Date
/s/ Karen Oliver Authorized Officer For
Beaumont (Directors) Limited Sole Corporate 07/01/2025
Director

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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