Pluri Inc.

Registration Form • Mar 19, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL Washington, D.C. 20549

FORM D

	OMB APPROVAL
--	--------------

OMB Number: 3235-0076 Estimated average burden hours per response 4.00

Notice of Exempt Offering of Securities 1. Issuer's Identity CIK (Filer ID Number) Previous Names None Entity Type ^0001158780 PLURISTEM THERPEUTICS INC. PLURISTEM LIFE SYSTEMS INC. AI SOFTWARE INC X Corporation Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify) Name of Issuer Pluri Inc. Jurisdiction of Incorporation/Organization NEVADA Year of Incorporation/Organization X Over Five Years Ago Within Last Five Years (Specify Year) Yet to Be Formed 2. Principal Place of Business and Contact Information Name of Issuer Pluri Inc. Street Address 1 Street Address 2 MATAM ADVANCED TECHNOLOGY PARK BUILDING NO. 5 City State/Province/Country ZIP/PostalCode Phone Number of Issuer HAIFA ISRAEL 3508409 972-74-710-7171 3. Related Persons Last Name First Name Middle Name Yanay Yaky Street Address 1 Street Address 2 Matam Advanced Technology Park Building No. 5 City State/Province/Country ZIP/PostalCode Haifa ISRAEL 3508409 Relationship: X Executive Officer X Director Promoter Clarification of Response (if Necessary): Chief Executive Officer, President and Director Last Name First Name Middle Name Zalts Liat Street Address 1 Street Address 2 Matam Advanced Technology Park Building No. 5 City State/Province/Country ZIP/PostalCode Haifa ISRAEL 3508409 Relationship: X Executive Officer Director Promoter Clarification of Response (if Necessary): Chief Financial Officer Last Name First Name Middle Name Aberman Zami Street Address 1 Street Address 2 Matam Advanced Technology Park Building No. 2 City State/Province/Country ZIP/PostalCode Haifa ISRAEL 3508409

Relationship:	Executive Officer	X Director	Promoter

Clarification of Response (if Necessary):

Chairman of the Board of Directors
------------------------------------	--

Last Name	First Name	Middle Name
Birger	Doron
Street Address 1	Street Address 2
Matam Advanced Technology Park City	Building No. 2 State/Province/Country	ZIP/PostalCode
Haifa	ISRAEL	3508409
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Last Name Levi	First Name Rami	Middle Name
Street Address 1	Street Address 2
Matam Advanced Technology Park	Building No. 2
City Haifa	State/Province/Country ISRAEL	ZIP/PostalCode 3508409
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Shemesh-Ramussen	Maital
Street Address 1	Street Address 2
Matam Advanced Technology Park	Building No. 2
City Haifa	State/Province/Country ISRAEL	ZIP/PostalCode 3508409
Relationship: Executive Officer	X Director Promoter
Clarification of Response (if Necessary):
Last Name Weinstein	First Name Alejandro	Middle Name
Street Address 1	Street Address 2
Matam Advanced Technology Park	Building No. 2
City	State/Province/Country	ZIP/PostalCode
Haifa Relationship: Executive Officer	ISRAEL X Director Promoter	3508409
Clarification of Response (if Necessary):
4. Industry Group
Agriculture	Health Care	Retailing
Banking & Financial Services	X Biotechnology	Restaurants Technology
Commercial Banking	Health Insurance	Computers
Insurance	Hospitals & Physicians
Investing	Pharmaceuticals	Telecommunications
Investment Banking	Other Health Care	Other Technology
Pooled Investment Fund	Manufacturing	Travel
Is the issuer registered as	Real Estate	Airlines & Airports
an investment company under the Investment Company	Commercial	Lodging & Conventions
Act of 1940?	Construction	Tourism & Travel
Yes No	REITS & Finance	Services
Other Banking & Financial Services	Residential	Other Travel Other

Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
5. Issuer Size
Revenue Range OR	Aggregate Net Asset Value Range
No Revenues	No Aggregate Net Asset Value
\$1 - \$1,000,000	\$1 - \$5,000,000
\$1,000,001 - \$5,000,000	\$5,000,001 - \$25,000,000
\$5,000,001 - \$25,000,000	\$25,000,001 - \$50,000,000
\$25,000,001 - \$100,000,000	\$50,000,001 - \$100,000,000
Over \$100,000,000	Over \$100,000,000
X Decline to Disclose	Decline to Disclose
Not Applicable	Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii))	X Rule 506(b)
Rule 504 (b)(1)(i)	Rule 506(c)
Rule 504 (b)(1)(ii)	Securities Act Section 4(a)(5)
Rule 504 (b)(1)(iii)	Investment Company Act Section 3(c)
	Section 3(c)(1) Section 3(c)(9)
	Section 3(c)(2) Section 3(c)(10)
	Section 3(c)(3) Section 3(c)(11)
	Section 3(c)(4) Section 3(c)(12)
	Section 3(c)(5) Section 3(c)(13)
	Section 3(c)(6) Section 3(c)(14)
	Section 3(c)(7)
7. Type of Filing
X New Notice	Date of First Sale 2025-02-03 First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?	Yes X No
9. Type(s) of Securities Offered (select all that apply)
X Equity	Pooled Investment Fund Interests
Debt	Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or	Other (describe)
Other Right to Acquire Security
10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition

Yes	X No

Clarification of Response (if Necessary):
-------------------------------------------	--

11. Minimum Investment

Minimum investment accepted from any outside investor \$ 0 USD
----------------------------------------------------------------

12. Sales Compensation
Recipient	Recipient CRD Number X None
None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1 None	Street Address 2
City State/Province/Country None UNKNOWN	ZIP/Postal Code 00000
State(s) of Solicitation All States Non-US/Foreign
AL AK AZ AR X CA CO IL IN IA KS KY LA MT NE NV NH NJ NM RI SC SD TN TX UT	CT DE DC FL GA HI ID ME MD MA MI MN MS MO NY NC ND OH OK OR PA VT VA WA WV WI WY PR
13. Offering and Sales Amounts
Total Offering Amount \$ 3,500,000 USD Total Amount Sold \$ 3,500,000 USD Total Remaining to be Sold \$ 0 USD Clarification of Response (if Necessary):	or Indefinite or Indefinite
14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have 1 invested in the offering:
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions \$ 0 USD Estimate
Finders' Fees \$ 0 USD Estimate
Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and submitting this notice.

Terms of Submission

In submitting this notice, each identified issuer is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
• Irrevocably appointing each of the Secretary of the SEC and the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes; or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Pluri Inc.	/s/ Liat Zalts	Liat Zalts	Chief Financial Officer	2025-03-19

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.