Pluri (PLUR) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements This section presents Pluri Inc.'s unaudited interim condensed consolidated financial statements, detailing asset and equity changes Interim Condensed Consolidated Balance Sheets The balance sheet as of December 31, 2024, shows decreased total assets and an equity deficit due to reduced deposits Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | Dec 31, 2024 | June 30, 2024 | | :--- | :--- | :--- | | Total Current Assets | $22,370 | $31,107 | | Total Assets | $30,861 | $39,527 | | Total Current Liabilities | $4,440 | $4,454 | | Total Liabilities | $33,778 | $34,112 | | Total Equity (Deficit) | ($2,917) | $5,415 | Interim Condensed Consolidated Statements of Operations For the six months ended December 31, 2024, the company reported revenues of $511 thousand and a net loss of $9.1 million Statement of Operations Summary (in thousands, except per share data) | Metric | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | Three Months Ended Dec 31, 2024 | Three Months Ended Dec 31, 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $511 | $159 | $185 | $105 | | Gross Profit | $311 | $159 | $111 | $105 | | Operating Loss | ($10,155) | ($10,590) | ($4,957) | ($5,213) | | Net Loss | ($9,146) | ($10,092) | ($3,110) | ($4,994) | | Basic and Diluted Net Loss Per Share | ($1.61) | ($1.92) | ($0.53) | ($0.96) | Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) Shareholders' equity declined from a $5.4 million surplus to a $2.9 million deficit due to a $9.1 million net loss - Total equity shifted from a surplus of $5,415 thousand at the beginning of the period to a deficit of $2,917 thousand at the end, mainly due to a net loss of $9,146 thousand[18] Interim Condensed Consolidated Statements of Cash Flows For the six months ended December 31, 2024, net cash used in operating activities was $8.7 million, offset by $9.2 million from investing Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net cash used for operating activities | ($8,692) | ($9,506) | | Net cash provided by investing activities | $9,230 | $9,721 | | Increase in cash and equivalents | $619 | $230 | Notes to Interim Condensed Consolidated Financial Statements The notes detail the company's accumulated deficit, recurring losses, EIB loan, Nasdaq deficiency, and subsequent capital raises - The company has an accumulated deficit of approximately $429.3 million and incurred a net loss of $9.1 million for the six-month period. Management believes its current resources are sufficient to meet obligations for at least the next twelve months[26] - The company has a loan from the European Investment Bank (EIB) with a principal and accrued interest balance of $23.8 million as of December 31, 2024, which is due on June 1, 2026[26][47] - On November 25, 2024, the company received a deficiency letter from Nasdaq for failing to maintain the minimum shareholders' equity of $2.5 million. The company has until May 24, 2025, to regain compliance[61][62] - Subsequent to the quarter end, in February 2025, the company closed a private placement for gross proceeds of $6.5 million and entered into another agreement for a second offering expected to raise approximately $3.5 million[68][71] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses business strategy, financial performance, and liquidity, highlighting revenue growth and reduced net loss Overview Pluri leverages its 3D cell expansion platform across multiple verticals, including cell therapy, CDMO, agtech, and food tech - The company is utilizing its technology platform in regenerative medicine, immunotherapy, food tech, CDMO, and agtech[79] - Launched PluriCDMO™, a new business division offering cell therapy manufacturing services, in January 2024 and is currently generating revenues[88] - Entered into a term sheet to acquire approximately 71% of Kokomodo Ltd., an Israeli agtech company specializing in cultivated cacao production, for $4.5 million in Pluri common shares[91] - Ever After Foods, a subsidiary focused on cultivated meat, raised $10 million in a private placement in June 2024 to support its B2B technology platform[94][95] Results of Operations Revenues increased significantly due to new business verticals, while R&D and G&A expenses decreased, reducing net loss Financial Performance Comparison (in thousands) | Metric | Six Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Revenues | $511 | $159 | +221% | | R&D Expenses, Net | $5,814 | $5,957 | -2% | | G&A Expenses | $4,652 | $4,792 | -3% | | Net Loss | $9,146 | $10,092 | -9% | - The increase in revenues is mainly attributed to the launch of new business verticals, specifically in the CDMO field and an increase related to a POC collaboration in the agtech field[96] Liquidity and Capital Resources As of December 31, 2024, the company had a working capital surplus but an equity deficit, with recent capital raises ensuring liquidity - As of December 31, 2024, the company had a working capital surplus of $17.9 million, but a total equity deficit of ($2.9 million)[107] - In February 2025, the company closed a private placement raising gross proceeds of $6.5 million and entered into an additional agreement to raise approximately $3.5 million[118][120][123] - The company is in discussions with the EIB regarding a potential restructuring of its €20 million loan, which is due for repayment on June 1, 2026[114] - Management believes that the company has sufficient cash to fund its operations for at least the next twelve months[136] Item 4. Controls and Procedures Management concluded that disclosure controls are effective, with no material changes to internal control over financial reporting - Based on an evaluation, the CEO and CFO concluded that the company's disclosure controls and procedures are effective[138] - There has been no change in internal control over financial reporting during the second quarter of fiscal year 2025 that has materially affected, or is reasonably likely to materially affect, internal controls[139] PART II – OTHER INFORMATION Item 1A. Risk Factors This section outlines significant risks, including potential Nasdaq delisting and operational vulnerabilities from military conflicts - The company received a deficiency letter from Nasdaq on November 25, 2024, for not meeting the minimum $2.5 million stockholders' equity requirement. It has been granted an extension until May 24, 2025, to regain compliance[143][144] - The company's principal R&D and manufacturing facilities are located in Haifa, Israel, making its operations vulnerable to interruptions from military conflicts involving Israel, Hamas, and Hezbollah[146] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During Q2 FY2025, the company issued 5,071 restricted common shares to service providers as compensation, claiming registration exemption - In the second quarter of fiscal year 2025, the company issued 5,071 restricted common shares to service providers as compensation, claiming exemption from registration under Section 4(a)(2) of the Securities Act[153] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including key agreements and the binding term sheet - The exhibits list includes key agreements such as the Securities Purchase Agreements from January and February 2025 and the Binding Term Sheet for the proposed Kokomodo transaction[155]