Pluri (PLUR) - 2025 Q3 - Quarterly Report

PART I Item 1. Financial Statements Pluri Inc. reported increased revenues and a consistent net loss for the nine months ended March 31, 2025, with shifts in assets and liabilities Interim Condensed Consolidated Balance Sheets Total assets decreased to $37.4 million while total liabilities increased to $36.9 million, resulting in a reduced total equity of $483 thousand Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 (in thousands) | June 30, 2024 (in thousands) | | :--- | :--- | :--- | | Total Current Assets | $27,455 | $31,107 | | Total Assets | $37,407 | $39,527 | | Total Current Liabilities | $5,705 | $4,454 | | Total Liabilities | $36,924 | $34,112 | | Total Equity | $483 | $5,415 | - Cash and cash equivalents increased to $8.5 million from $6.8 million, while short-term bank deposits decreased from $23.2 million to $17.8 million[10] - The loan from the European Investment Bank (EIB) increased to $24.9 million from $24.0 million[13] - The company's accumulated deficit grew to $435.5 million from $420.5 million[13] Interim Condensed Consolidated Statements of Operations Revenues significantly increased to $938 thousand for the nine months ended March 31, 2025, while net loss remained consistent at $15.48 million Statement of Operations Highlights (in thousands, except per share data) | Metric | Nine Months Ended Mar 31, 2025 (in thousands) | Nine Months Ended Mar 31, 2024 (in thousands) | Three Months Ended Mar 31, 2025 (in thousands) | Three Months Ended Mar 31, 2024 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $938 | $230 | $427 | $71 | | Gross Profit | $447 | $230 | $136 | $71 | | Operating Loss | $(15,555) | $(16,124) | $(5,400) | $(5,534) | | Net Loss | $(15,481) | $(15,482) | $(6,335) | $(5,390) | | Basic and Diluted Net Loss Per Share | $(2.56) | $(2.92) | $(0.94) | $(1.01) | - Net research and development expenses were $8.9 million for the nine months ended March 31, 2025, a slight decrease from $9.1 million in the prior year period[15] Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) Total equity decreased to $483 thousand due to a $15.5 million net loss, partially offset by $9.2 million from share issuance - Net proceeds from the issuance of common shares and warrants amounted to $9.24 million for the nine months ended March 31, 2025[18] - The accumulated deficit increased by $15.0 million due to net loss attributed to shareholders during the nine-month period[18] - The number of issued and outstanding common shares increased from 5.4 million at June 30, 2024, to 7.8 million at March 31, 2025[13][18] Interim Condensed Consolidated Statements of Cash Flows Net cash used in operations was $13.0 million, while financing activities provided $10.0 million, leading to an increase in cash and equivalents Cash Flow Summary (in thousands) | Activity | Nine Months Ended Mar 31, 2025 (in thousands) | Nine Months Ended Mar 31, 2024 (in thousands) | | :--- | :--- | :--- | | Net Cash Used for Operating Activities | $(12,995) | $(13,708) | | Net Cash Provided by Investing Activities | $4,998 | $15,389 | | Net Cash Provided by Financing Activities | $9,968 | $ - | | Increase in Cash and Equivalents | $2,021 | $1,735 | Notes to Interim Condensed Consolidated Financial Statements Notes highlight an accumulated deficit of $435.5 million, ongoing EIB loan restructuring, recent equity raises, and Nasdaq compliance regain - The company has an accumulated deficit of approximately $435.5 million and incurred a net loss of $15.5 million for the nine months ended March 31, 2025[26] - Management believes current resources are sufficient to meet obligations for at least twelve months from the issuance of the financial statements[24] - The company is in advanced discussions with the EIB to restructure a €20 million loan due in June 2026, aiming to extend the maturity date[25][51] - In February 2025, the company raised gross proceeds of $6.5 million and $3.5 million through two separate private placement offerings[56][62] - In March 2025, the company entered into an agreement to acquire approximately 71% of Kokomodo Ltd. for $4.5 million in company stock, with the transaction completed in April 2025[60][75] - On May 7, 2025, Nasdaq confirmed that the company regained compliance with its listing requirements by maintaining a market value of listed securities over $35 million for 10 consecutive business days[72] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses significant revenue growth from new CDMO and agtech ventures, stable operating expenses, consistent net loss, and enhanced liquidity from recent financing Overview Pluri is a biotechnology company leveraging its 3D cell expansion platform across regenerative medicine, immunotherapy, food tech, and agtech verticals - The company operates a single segment, applying its 3D cell expansion platform across regenerative medicine, immunotherapy, food tech, and agtech[82] - Launched PluriCDMO™ in January 2024, a new business division offering cell therapy manufacturing services, which is currently generating revenue[92] - Acquired a 71% equity stake in Kokomodo Ltd., an agtech company specializing in cultivated cacao, in a transaction valued at $4.5 million in Pluri common shares[95] - Launched a novel allogenic immunotherapy platform using placental MAIT cells to target solid tumors[88] Results of Operations Revenues surged over 300% to $938 thousand, driven by new CDMO and agtech activities, while net loss remained stable at $15.5 million Revenue Comparison (in thousands) | Period | FY 2025 (in thousands) | FY 2024 (in thousands) | | :--- | :--- | :--- | | Nine Months Ended Mar 31 | $938 | $230 | | Three Months Ended Mar 31 | $427 | $71 | - The increase in revenues is mainly attributed to the launch of new business verticals, specifically in the CDMO field and an increase in agtech collaborations[100] - R&D expenses, net, decreased by 2% for both the three and nine-month periods ended March 31, 2025, compared to the prior year[102][103] - General and administrative expenses decreased by 2% for the nine-month period and 1% for the three-month period ended March 31, 2025[104][105] - Net loss for the nine months ended March 31, 2025, was $15.48 million, nearly unchanged from the prior year, with net loss per share decreasing to $2.56 from $2.92[109] Liquidity and Capital Resources The company maintains a $21.8 million working capital surplus, bolstered by $10 million in recent private placements, and is restructuring its €20 million EIB loan - As of March 31, 2025, the company had a working capital surplus of $21.75 million and total equity of $483,000[112] - Financing activities provided $10.0 million in cash during the nine months ended March 31, 2025, from the issuance of common shares and warrants[116] - The company is in discussions with the EIB to restructure the terms of its €20 million loan, which matures on June 1, 2026[119] - A $4.2 million contract with NIAID was terminated by the U.S. government for convenience on April 15, 2025, after the company had received approximately $2.16 million and expects an additional $75 thousand[121] - Management believes existing resources will be sufficient to support operations for at least the next twelve months[143] Controls and Procedures Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - Based on an evaluation as of the end of the reporting period, the CEO and CFO concluded that the company's disclosure controls and procedures are effective[145] - No changes in internal control over financial reporting occurred during the third quarter of fiscal year 2025 that materially affected, or are reasonably likely to materially affect, internal controls[146] PART II – OTHER INFORMATION Risk Factors Key risks include maintaining Nasdaq compliance, potential business interruption from regional conflicts, and the need to restructure the €20 million EIB loan - The company regained compliance with Nasdaq listing rules on May 7, 2025, but warns that failure to maintain compliance in the future could result in delisting[150][151] - The company's principal R&D and manufacturing facilities are in Haifa, Israel, making operations susceptible to disruptions from military conflicts in the region, which could affect operations, capital raising, and share price[152][154] - Failure to successfully restructure the EIB loan, due for repayment on June 1, 2026, could materially affect the company's financial condition and liquidity[159][160] Unregistered Sales of Equity Securities and Use of Proceeds The company issued 10,124 restricted common shares to service providers, exempt from registration under Section 4(a)(2) of the Securities Act - In the third quarter of fiscal year 2025, an aggregate of 10,124 restricted common shares were issued to service providers as compensation[161] - The issuance was claimed as exempt from registration under Section 4(a)(2) of the Securities Act[162] Exhibits This section lists exhibits filed with the Form 10-Q, including corporate governance documents, material agreements, and required certifications - Lists filed exhibits, including an amendment to the Securities Purchase Agreement, CEO/CFO certifications, and XBRL data files[163]