Pluri Secures $6.5 Million Strategic Investment at Premium to Market, Enters Cacao Market Through Acquisition

   -- Private placement of $6.5 million with a global investor and entrepreneur, 
      Mr. Alejandro Weinstein, who will join Pluri's Board of Directors 
 
   -- Pluri to purchase approximately 71% of Kokomodo Ltd.'s shares, a leading 
      AgTech company focused on the production of cacao, subject to shareholder 
      approval 

HAIFA, Israel, Jan. 23, 2025 (GLOBE NEWSWIRE) -- Pluri Inc. (Nasdaq: PLUR) (TASE:PLUR) ("Pluri" or the "Company"), a leading biotechnology company leveraging its proprietary platform for cell-based solutions to create a collaborative network of ventures, today announced a $6.5 million strategic private investment ("the Investment") led by global investor Alejandro Weinstein (the "Investor"), who will join Pluri's Board of Directors. Concurrently, Pluri is acquiring a 71% stake in Kokomodo Ltd. ("Kokomodo"), an AgTech company specializing in cultivated cacao production, for $4.5 million payable in the Company's Common Shares (the "Common Shares" and the "Kokomodo Transaction", respectively). The Investment and the Kokomodo Transaction position Pluri to expand its leadership in sustainable food technologies and strengthen its strategic growth and operational capabilities.

Pursuant to a securities purchase agreement (the "Purchase Agreement") between the Company and a company wholly-owned by the Investor, the Investment consists of the issuance and sale of (i) 1,383,948 shares of the Company's Common Shares, at a purchase price of $4.61 per Common Share; (ii) warrants to purchase up to 84,599 Common Shares at an exercise price of $5.568 per share (the "Common Warrants"); and (iii) pre-funded warrants to purchase up to 26,030 Common Shares with an exercise price equal to $0.0001 per share (the "Pre-Funded Warrants"), for aggregate gross proceeds of $6.5 million to Pluri. The Company intends to use the net proceeds from the Investment for working capital and general corporate purposes. The exercise of the Common Warrants and Pre-Funded Warrants sold in the Investment are subject to Pluri shareholder approval. The closing of the Investment is expected to occur on or about January 31, 2025 (the "Closing Date"), subject to the satisfaction of certain customary closing conditions.

Concurrently with the Investment, the Company and the Investor entered into a binding term sheet (the "Term Sheet") for the purchase by Pluri of shares representing approximately 71% of Kokomodo for an aggregate purchase price of $4.5 million, payable by the Company in 976,139 newly issued Common Shares. The transactions contemplated by the Term Sheet, including the issuance of the Common Shares to the Investor, will be subject to, among other conditions, the successful completion of due diligence by both parties, the execution of a binding definitive agreement, which shall include customary closing conditions, and compliance with any regulatory and corporate approvals, including approval by Pluri's shareholders.

The Investment and the Kokomodo Transaction (together, the "Transactions") are aimed at strengthening Pluri's financial position and accelerating its expansion into the cultivated cacao market through the acquisition of a majority stake in Kokomodo, an Israeli company focused on crafting climate-resilient cacao using cellular agriculture technology. According to Grand View Research, the global cacao market was valued at $13.5 billion in 2023 and expected to grow at a CAGR of 8.2% to $23.5 billion by 2030.

Key Highlights of the Transactions:

   -- $6.5 Million Equity Investment: On the closing date, upon the terms and 
      subject to the conditions set forth in the Purchase Agreement, the 
      Investor will purchase the securities for an aggregate purchase price of 
      $6.5 million in cash. The Common Warrants will be exercisable over 3 
      years at an exercise price of $5.56 per share. This capital infusion is 
      aimed at strengthening Pluri's balance sheet and supporting ongoing 
      innovation and strategic growth across its cell-based technology 
      platform. 
 
   -- Strategic Acquisition: Pursuant to the Term Sheet, Pluri will acquire at 
      least a 71% stake in Kokomodo from Chutzpah Holdings Ltd. and Plantae 
      Ltd., which are both under the control of Mr. Weinstein, for $4.5 million, 
      payable in 976,139 Pluri Common Shares (based on a price per share of 
      $4.61). This transaction is aimed at enabling Pluri to drive the growth 
      and expansion of Kokomodo's operations, by leveraging its innovative 
      cultivated cacao solutions to capitalize on the growing demand for 
      sustainable food technologies. 
 
   -- Board Representation: Pursuant to the Purchase Agreement, on the closing 
      date, the Company will appoint Mr. Weinstein to its Board of Directors, 
      and such right shall continue so long as he continues to hold at least 
      10% of the Company's Common Shares. 
 
   -- Regulatory Approvals: Both Transactions are subject to customary 
      regulatory and corporate approvals, including those from the European 
      Investment Bank, Nasdaq, and the Tel Aviv Stock Exchange. The 
      consummation of the Kokomodo Transaction and the exercise of the Common 
      Warrants and Pre-Funded Warrants sold in the Investment are also subject 
      to Pluri shareholders' approval. 

"At Pluri, we are committed to pioneering sustainable and impactful solutions for the food industry, as demonstrated by our launch of both Ever After Foods for cultivated meat and Coffeesai for cell-based coffee, " said Yaky Yanay, Chief Executive Officer and President of Pluri. "We are pleased that Mr. Weinstein understands our mission and will take part in shaping our strategy as we progress. We believe that Mr. Weinstein's equity investment will strengthen our financial foundation and allow us to advance our entry into the cultivated cacao market, with the goal of positioning Pluri as a leader in this sector, where demand is growing and alternative agricultural solutions are needed to feed our global population. We believe that the synergy between Kokomodo's advancements in cell line development and Pluri's industrial-scale production creates a strong foundation for innovation, positioning the company to lead the field of cultivated cacao and set new benchmarks in cultivated cacao technologies."

Mr. Weinstein added that, "Pluri has already demonstrated the great potential of cell-based technologies to drive innovation forward in both the regenerative medicine and AgTech space. I welcome the opportunity to contribute to Pluri's growth as I believe that sustainable and scalable food production is a global priority. I believe that these Transactions mark the beginning of a powerful partnership."

Mr. Weinstein is a seasoned global investor and entrepreneur with over 20 years of leadership experience in the pharmaceutical, biotechnology, and sustainable technology sectors. As the former Chief Executive Officer of CFR Pharmaceuticals S.A., he successfully spearheaded the company's growth and its eventual acquisition by Abbott Laboratories in 2014, achieving an enterprise value of $3.2 billion. Throughout his career, Mr. Weinstein has played a pivotal role in mergers and acquisitions exceeding $5 billion, while also making strategic investments in healthcare and healthtech. His collaboration with Pluri underscores his commitment to advancing innovative technologies that address critical global challenges, including sustainable food production.

The securities described above were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

The Kokomodo Transaction is expected to close during the second quarter of 2025. There is no guarantee when or if the Kokomodo Transaction will be completed. However, in the event that the Kokomodo Transaction does not close for any reason other than due to Investor's failure to meet its covenants and/or undertakings, or due to major diligence findings, then Investor agreed to sell to the Company, and the Company agreed to purchase from Investor, a certain portion of his shares in Kokomodo for an aggregate amount of $1 million at the same pre-money valuation as the original transaction, and for the Company to invest an additional $0.5 million in Kokomodo pursuant to a Simple Agreement for Future Equity ("SAFE") instrument.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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January 23, 2025 07:15 ET (12:15 GMT)