M&A - Pluri Inc.
Form Type: 8-K
Filing Date: 2025-03-13
Corporate Action: Acquisition
Type: New
Accession Number: 000121390025023733
Filing Summary: On March 13, 2025, Pluri Inc. and its wholly owned subsidiary, Pluri Biotech Ltd., entered into a Share Purchase Agreement with Chutzpah Holdings Limited and Plantae Bioscience Ltd. to acquire 400,000 ordinary shares and 175,000 preferred seed-1 shares of Kokomodo, representing approximately 71.1% of its equity. The purchase price for the transaction is $4.5 million, payable in 976,139 common shares of Pluri Inc., equating to about 12.14% of the company's issued and outstanding share capital. The agreement includes customary representations and warranties, indemnification clauses, and the provision for a $1,500,000 breakup fee if the transaction is not completed by May 23, 2025. This agreement also stipulates conditions such as customary regulatory approvals and shareholder approval for closing the acquisition. The securities involved are exempt from registration under the Securities Act, per Section 4(a)(2) and Rule 903. The transaction is detailed in the Share Purchase Agreement, Assignment Agreement, and Leak-Out Agreement, referenced in the document.
Document Link: View Document
Additional details:
Item 1: Share Purchase Agreement
Item 2: Kokomodo Transaction
Item 3: $4.5 million
Item 4: 976,139 common shares
Item 5: Breakup Fee: $1,500,000
Item 6: 12.14% of issued shares
Item 7: Buyer: Pluri Biotech Ltd.
Item 8: Seller: Chutzpah Holdings Limited
Item 9: Seller: Plantae Bioscience Ltd.
Item 10: Subject: Acquisition of Kokomodo equity.
Item 11: Approx. 71.1% of Kokomodo equity.
Form Type: 8-K
Filing Date: 2025-01-29
Corporate Action: Acquisition
Type: New
Accession Number: 000121390025007698
Filing Summary: On January 23, 2025, Pluri Inc. entered into a Securities Purchase Agreement for a private placement offering including 1,383,948 common shares at $4.61 each, pre-funded warrants for an additional 26,030 shares, and common warrants to purchase 84,599 shares. The common stock purchase price is tied to shareholder approvals. Mr. Alejandro Weinstein has been appointed to the Board of Directors following the offering's closing, with an anticipated gross proceeds of approximately $6.5 million intended for working capital. Concurrently, Pluri is pursuing an acquisition of about 71% equity in Kokomodo Ltd. for $4.5 million, subject to conditions and shareholder approvals, with the transaction expected to close after approvals are secured. If the acquisition does not complete due to specified reasons, Pluri will buy shares from Weinstein for up to $1 million.
Document Link: View Document
Additional details:
Date Of Report: 2025-01-29
Securities Purchase Agreement Date: 2025-01-23
Common Shares Offered: 1383948
Pre Funded Warrants: 26030
Common Warrants: 84599
Purchase Price Per Common Share: 4.61
Pre Funded Warrant Exercise Price: 0.0001
Common Warrant Exercise Price: 5.568
Gross Proceeds Expected: 6.5 million
Kokomodo Transaction Purchase Price: 4.5 million
Kokomodo Equity Percentage: 71
Shareholder Approval Required: true
Designee Name: Alejandro Weinstein
Comments
No comments yet. Be the first to comment!