PLUR 10-K & 10-Q changes, risk factors and insider trading

Risk Risks Related to Our Business

As of June 30, 2025,2026, our cash balances (cash and cash equivalents, short-term bank deposits, , restricted cash and restricted bank deposits) totaled to $21,914,000. $8,851,000. According to management estimates, we do notonly have sufficient resources to meet our operating obligations for ata leastperiod of twelveless than three months from the issuance date of the consolidated financial statements. To sustain operations beyond this period, we will require additional capital to sustain operations. There can be no assurance that such financing will be available on favorable terms, or at all.

It is highly likely thatWe we will need to raise significant additional capital in the future. Although we were successful in raising capital in the past, our current financial resources are limited, and may not be sufficient to finance our operations until we become profitable, if that ever happens.

ItWe will is likely that we will need to raise additional funds in the future in order to satisfy our working capital and capital expenditure requirements. Therefore, we are dependent on our ability to sell our common shares for funds, receive grants, enter into collaborations and licensing deals or to otherwise raise capital. Any sale of our common shares in the future could result in dilution to existing shareholders and could adversely affect the market price of our common shares.

Also, we may not be able to raise additional capital in the future to support the development and commercialization of our products, which could result in in a significant decline in the value of our common shares or the loss of someall or alla portion of one’san investment in our common shares.

Our likelihood of profitability depends on our ability to license and/or develop and commercialize our products based on our technology, which is currently in the development stage. If we are unable to complete the development and commercialization of our cell-based products and CDMO services successfully, or are unable to obtain the necessary regulatory approvals, our likelihood of profitability will be limited severely.

We are engaged in the business of developing cell-based products. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon successful commercialization of our regenerative aesthetics, wellness and longevity activities, cell-based services and products and/or licensing of our products, which will require additional research and development.

On April 30, 2020, we and our subsidiaries, Pluri Biotech Ltd. and Pluristem GmbH, entered into the EIB Finance Agreement for a loan in the amount of up to €50 million in the aggregate, subject to certain milestones being reached, receivable in three tranches. During June 2021, we received the first and final tranche in the amount of €20 million. The amount received iswas due to be repaid on June 1, 2026, and bears annual interest of 4% to be paid together with the principal amount of the loan. As of June 30, 2025,2026, the interest accrued was in the amount of approximately €3.274.1 million. In addition to the interest payable, the EIB is also entitled to royalty payments, pro-rated to the amount disbursed from the EIB Loan, on our consolidated revenues beginning in the fiscal year 2024 up to and including its fiscal year 2030, in an amount equal to up to 2.3% of our consolidated revenues below $350 million, 1.2% of our consolidated revenues between $350 million and $500 million and 0.2% of our consolidated revenues exceeding $500 million. As of June 30, 2025,2026, we had an accrued royalty in the amount of $12 $9 thousand.

If we fail to reachresolve, anon agreement acceptable terms, our obligations in respect with the EIB about the repayment of the EIB Loan, or if we are unable to repay the EIB Loan when due, our financial condition and liquidity would be materially affected and it could impactmaterially adversely affect our ability to continue as a going concern.

To date, we have focused our efforts primarily in the regenerative medicine field, in the food techFoodTech field, in the CDMO field, and in theregenerative aesthetics, agriculturewellness field,and longevity activities, but we may seek partners for licensing deals, joint ventures, partnerships, and direct sale of our products or use of our technology in various industries. Licensing deals, joint ventures and partnerships in new fields involve numerous risks, including the potential integration of our technology and products in various new ways, which may or may not be successful. Such projects may require significant funds, time and attention from management and other key personnel. In addition, as we do not have experience in areas outside of the regenerative medicine field and limited experience in the food tech,FoodTech, CDMO and agricultureregenerative fields,aesthetics, wellness and longevity activities, we may lack the personnel to properly lead such initiatives. There can be no assurance that we will be successful in finding the relevant partners to fund and market our cell-based products.

Risks Related to Our CultivatedLongevity, FoodWellness and Aesthetics Business

Ever After Foods has a limited operating history in the field of cultivated or cultured meat (hereinafter,and “cultivatedis meat”)seeking to dateexpand its capabilities to additional cultivated protein and seafood applications, including through the recently announced Fishway Acquisition. To-date, Ever After Foods and its prospects are, willand beare expected to continue being, dependent on its ability to meet a number of challenges.

Ever After Foods’ business prospects are difficult to predict due to its lack of operational history in the new and emerging food tech field, and its success will be dependent on its ability to meet a number of challenges. Because it has a limited operating history in the field of cultivated meat and it is in the early stages of development, Ever After Foods may not be able to evaluate its future prospects accurately. Ever After Foods’ prospects will be primarily dependent on its ability to successfully develop industrial scale cultivated meat and related cultivated protein or seafood applications, technologies and processes, and market these to its potential customers. If Ever After Foods is not able to successfully meet these challenges, its prospects, business, financial condition, and results of operations could be adversely impacted. In addition, Ever After Food may not successfully integrate or implement the newly acquired Fishway assets, know-how, scientific capabilities, aquatic cell biology, animal-component-free media development, team and European presence, and the expected benefits may not be realized, may take longer or cost more than expected, or may disrupt our existing efforts In addition, Ever After Foods will be subject to changing laws, rules and regulations in the United States, Israel, Asia Pacific, the European Union and other jurisdictions relating to the food tech industry. Such laws and regulations may negatively impact Ever After Foods’ ability to expand its business and pursue business opportunities. Ever After Foods may also incur significant expenses to comply with the laws, regulations and other obligations that will apply to it.

Ever After Foods does not currently have any products or technologies approved for sale and it is still in the early stages of development. To date, Ever After Foods has limited data on the ability of our and its technologies to successfully manufacture cultivated meat, towards which they have devoted substantial resources to date. Ever After Foods’ current technologies are, in large part, based on our technologies and and IP. It may not be successful in developing its technologies in a manner sufficient to support its expected scale-ups and future growth, or at all. Ever After Foods expects that a substantial portion of its efforts and expenditures over the next few years will be devoted to the development of technologies designed to enable Ever After Foods to market industrial scale cultivated meat manufacturing processes. Ever After Foods cannot guarantee that it will be successful in developing these technologies, based on its current roadmap, or at all. If Ever After Foods is able to successfully develop its cultivated meat and related cultivated protein or seafood technologies, it cannot ensure that it will obtain regulatory approval or that, following approval, upon commercialization its technologies will achieve market acceptance. Any such delay or failure could materially and adversely affect Ever After Foods’ financial condition, results of operations and prospects.

As applicable, the manufacturing equipment that will be manufactured by Ever After Foods will comply with the FDA’s regulatory requirements for food contact substances and analogous foreign regulations. Ever After Foods will also ensure that the edible scaffolds and any other production materials it sells to its customers comply with applicable FDA standards. From a regulatory perspective, in the United States, we expect companies manufacturing finished cultivated meat and related cultivated protein or seafood products ( i.e., the companies that will license Ever After Foods’ manufacturing technologies) to be subject to regulation by various government agencies, including the FDA, the USDA, the FTC, the Occupational Safety and Health Administration and the Environmental Protection Agency, as well as the requirements of various state and local agencies and laws, such as the California Safe Drinking Water and Toxic Enforcement Act of 1986. We likewise expect these products to be regulated by equivalent agencies outside the United States by various international regulatory bodies.

The manufacturing of cultivated meat is expected to be subject to extensive regulations internationally, with products subject to numerous food safety and other laws and regulations relating to the sourcing, manufacturing, composition and ingredients, storing, labeling, marketing, advertising and distribution of these products. In addition, enforcement of existing laws and regulations, changes in legal requirements and/or evolving interpretations of existing regulatory requirements may result in increased compliance costs and create other obligations, financial or otherwise, that could adversely affect our business, financial condition or operating results. In addition, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from making payments to foreign government officials for the purpose of obtaining or retaining business, and require companies both to keep accurate books and records and to devise and maintain an adequate system of internal accounting controls. While our policies mandate compliance with anti-bribery laws, including the FCPA, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees, contractors or agents. Violations of these laws, or allegations of such violations, could result in government investigations, the assessment of fines and penalties, reputational damage, disruption to our business, and adverse impacts on our results of operations, cash flows and financial condition.

The USDA, state regulators or similar foreign regulatory authorities, such as Health Canada or the Canadian Food Inspection Agency (“CFIA”), or authorities of the EU or the EU member states (e.g., European Food Safety Authority, or EFSA), could take action that impacts our customers’ ability to use the term “meat” or “poultry” or similar words, such as “beef” or “chicken” , to describe their finished products. In addition, a food may be deemed misbranded if its labeling is false or misleading in any particular way, and the USDA, CFIA, EFSA or other regulators could interpret the use of the terms “meat” or “poultry” or any similar phrase(s) to describe our customers’ cultivated meat and related cultivated protein or seafood products as false or misleading or likely to create an erroneous impression regarding their composition. In the U.S., the USDA intends to issue new labeling requirements for foods under its jurisdiction produced through cell culture technology as noted in an ANPR published in September 2021.

In addition, certain of our lines of business, such as our Agtechbiopharming and FoodTech lines (which include Coffeesai, Kokomodo and Ever After Foods) , will be subject to to changing laws, rules and regulations in the United States, Israel, Asia Pacific, the European Union and other jurisdictions. Such laws and regulations may negatively impact their ability to expand their businesses and pursue business opportunities. Our subsidiaries may also incur significant expenses to comply with the laws, regulations and other obligations that will apply to them.

We may need to raise additional financing to support our biopharming and plant-based business vertical and the research, development and manufacturing of their respective products. If we are unable to obtain additional financing to meet their needs, their operations may be adversely affected or terminated.

It is highly likely thatWe we will need to raise significant additional capital from investors in the future to finance our biopharming and plant-based business vertical operations. operations. Our current capital may not be sufficient to finance our AgTech lines of businessbiopharming and the plant-based operations until we are able to complete complete the development of a high-quality coffee and cacao.cacao, and other biopharming initiatives. If we are not able to attract investors and obtain additional financing, PluriAgTech’s the biopharming and the plant-based operations may be adversely affected or terminated.

Risk Risks Related to Commercialization of Our Product Candidates

One of the elements of our business strategy is to collaborate with partners and to license our technology to other companies. Our business strategy includes development and in-house manufacturing of innovative new cell- based products and solutions powered by our 3D cell expansion technology platforms and establishing joint ventures and partnerships that leverage our cell expansion technology and cell-based product portfolio to expand product pipelines and meet cell-based manufacturing needs for a variety of industries. To date, we have established Ever After Foods, a strategic partnership with Tnuva, with ICL Group (through its Open Innovation program) for advanced bioactive carriers and bio stimulants, and with an undisclosed leading international agriculture corporation to enhance the global sustainable vegetable supply.

Managing and reducing health care costs has been a general concern of federal and state governments in the United States and of foreign governments. In addition, addition, third party payers are increasingly challenging the price and cost-effectiveness of medical products and services, and many limit reimbursement for newly approved health care products. In particular, third-partyThird-party payers may limit the indications for which they will reimburse patients who use any products that we may develop. Cost control initiatives could decrease the price for products that we may develop, which would result in lower product revenues for us.

RiskRisks Related to Intellectual Property

We have built the ability to manufacture clinical grade adherent stromal cells in-house. Through our experience with adherent stromal cell-based product development, we have developed expertise and know-how in this field. We also have built the ability to grow on a large scale various immune cells including including engineered placental MAIT cells for use in cell therapy. Additionally, we have built the ability to grow on a large-scale plant cells cells for various AgTechbiofarming uses. To protect this expertise and know-how, our policies require confidentiality agreements with our employees, consultants, contractors, manufacturers and advisors. These agreements generally provide for protection of confidential information, restrictions restrictions on the use of materials and assignment of inventions conceived during the course of performance for us. These agreements might not effectively prevent disclosure of our confidential information.

Risk Risks Related to Our Common Shares

The market forprice of our common shares may fluctuate significantly. A number of events and factors may have an adverse impact on the market price of our common shares, such as:

In addition, a global pandemic,or regional sucheconomic, aspolitical, thepublic-health, COVID-19military pandemicor security events, including regional security instability, and a market downturndownturns in general and/generally or in the biopharmaceutical sector in particular, may adversely affect the market price of our securities, which may not necessarily reflect the actual or perceived value of our Company.

We could fail to maintainregain compliance with theNasdaq AuditListing Committee RequirementsRules and to maintain the listing of our common shares on Nasdaq, which could seriously harm the liquidity of our shares and our ability to raise capital or complete a strategic transaction.

On NovemberJuly 25,7, 2024,2026, we received received a deficiency letter (the “Nasdaq Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “Nasdaq”), notifying us that we are not in compliance with the Stockholders’MVLS EquityRequirement Requirement,under whichNasdaq requires usListing toRule maintain5550(b)(2), aand minimumare of $2.5 million in stockholders’ equity, nor werenot in compliance with either of the alternative listing standards, marketincluding valuehaving ofstockholders’ listed securitiesequity of at least $35$2.5 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

We intend to take all reasonable measures available to maintain compliance with the Nasdaq’s listing Requirementsrequirements, including the MVLS Requirement and remain listed on Nasdaq. However, there can be no assurance that we will ultimately continue to maintain compliance with all applicable requirements for continued listing.

Future sales of our common shares, or the perception that such sales may occur, could cause immediate dilution and adversely affect the market price of our common shares. If we raise additional capital by issuing equity securities, the percentage ownership of our existing shareholders may be reduced, and accordingly these shareholders may experience substantial dilution. We may also issue equity securities that provide for rights, preferences preferences and privileges senior to those of our common shares. Given our need for cash and that equity raising is the most common type of fundraising for companies like ours, the risk of dilution is particularly significant for shareholders of our company.common shares.

Our assets include a significant component of cash and cash equivalents and bank deposits. We adhere to an investment policy set by ourOur investment committee sets investment guidelines, when applicable, which aims to preserve our financial assets, maintain adequate liquidity and maximize returns. We believe that our cash is held in institutions whose credit risk is minimal and that the value and liquidity of our deposits are accurately reflected in our consolidated financial statements statements as of June 30, 2025.2026. Currently, we hold most of our cash assets in bank deposits in Israel. However, nearly all of our cash and bank deposits are not insured by the Federal Deposit Insurance Corporation,Corporation or (the FDIC,“FDIC”), or similar governmental deposit insurance outside the United States. Therefore, our cash and any bank deposits that we now hold or may acquire in the future may be subject to risks, including the risk of loss or of reduced value or liquidity, particularly in light of the increased volatility and worldwide pressures in the financial and banking sectors.

RiskRisks Related to Our Industries

TheConsolidation and trendother towardsstrategic consolidationtransactions in the pharmaceutical and biotechnology industries may adversely affect us.

RiskRisks Related to Our Dependence on Third Parties

We are dependent upon third party suppliers and service providers for raw materialsmaterials, components, consumables, cleaning and sanitation materials, equipment, utilities and complementary services needed to manufacture PLXPLX, provide CDMO services and support our longevity, wellness and aesthetics business; if any of these third parties fails or is unable to perform in a timely manner, our ability to manufacture products, provide services and deliversatisfy willour obligations to customers may be compromised.

In addition to the placenta used in the clinical manufacturing process of PLX, we require certain raw materials.materials, components, consumables, process aids, reagents, packaging materials, cleaning and sanitation materials, equipment and other supplies and services. These items and services must be manufacturedavailable to and supplied to us in sufficient quantitiesquantities, andat acceptable quality levels and, where applicable, in compliance with current GMP.GMP requirements. To meet these requirements, we have entered into supply agreements with firms third parties that manufacturemanufacture, supply or provide certain of these rawmaterials, components materialsand toservices currentin GMPaccordance with applicable standards. Our requirements for these items and services are expected to increase if and when we transition to the manufacture of commercial quantities of our cell-based drug candidates.candidates or expand our CDMO activities or longevity, wellness and aesthetics business. In addition, the development and manufacture of potential CAR/TCR-MAIT products may require us to obtain from third parties proprietary CAR or TCR constructs and associated intellectual-property rights, in sufficient quantities and, where applicable, in compliance with current GMP requirements.

Our operations are dedicated to the research, development, and manufacturing of cell-based products, as well as the commercialization of cell therapeutics and related technologies aimed at delivering innovative solutions across a range of industries, as described in detail under Item 1. “Business” and as set forth below:.

Revenues for the year ended June 30, 20252026 were $1,336,000,$1,016,000, compared to $326,000$1,336,000 for the year ended June 30, 2024.2025. The revenues for the years ended June 30, 20252026 and 2024,2025, were primarily generated from services provided to CDMO clients for process and product development,development as well as income from fees in the AgTech sector. The increase in revenues is mainly attributed to higher services provided to CDMO clients and additional revenues from POC collaborationcollaborations in the AgTechFoodTech field. The decrease in revenues was primarily driven by a lower volume of project activity as compared to the corresponding period in fiscal year 2025.

Cost of revenues for the year ended June 30, 20252026 were $682,000,$563,000, compared to $4,000$682,000 for the year ended June 30, 2024.2025. Cost of revenues forincludes the year ended June 30, 2025 includes manufacturing costs related to our CDMO and AgTechFoodTech fields, which primary consist of materials, personnel-related and overhead costs. The Costdecrease in cost of revenues forwas theprimarily yeardriven endedby Junea 30,lower 2024,volume includesof royaltiesproject whichactivity weas are obligated to paycompared to the IIA.corresponding period in fiscal year 2025, resulting in reduced materials usage, personnel costs and allocated overhead.

Other Financial Income (expenses), Net

Interest expenses increased from $873,000 for the year ended June 30, 2025, to $932,000 for the year ended June 30, 2026. Interest expenses related to our outstanding balance of the EIB Loan and all changes during the year ended June 30, 2025, compared to the year ended June 30, 2024, are attributable solely to currency rate differences of the Euro compared to the U.S. dollar.

Net Loss for the Year

NetWe had a net loss increased from $21,344,000attributed for the year ended June 30, 2024, to $23,250,000our non-controlling interest of $1,548,000 for the year ended June 30, 2025. The increase in net loss was mainly due to exchange rate differences expenses as mentioned above. We had a net loss attributed to our non-controlling interest in Ever After Foods for the year ended June 30, 2024 of $456,000,2026, and $667,000 for the year ended June 30, 2025 with respect to Ever After Foods and Kokomodo.

Loss per share for the year ended June 30, 2025,2026, was $3.56,$2.44, compared to $3.99$3.56 loss per share for the year ended June 30, 2024.2025. The changedecrease in the loss per share was primarily due primarily to an increase in the loss for the year, as well as an increase in our weighted average number of shares outstanding resulting fromwhich reflects the issuance of additional shares due to in the First Offering (as defined below),and the Second Offering (as defined below)below, see “Liquidity and Capital Resources” Section), the investmentissuance of additional shares upon the vesting of RSUs and RS issued to directors, employees and consultants and exercise of pre-funded warrants, partially offset by an increase in Kokomodothe duringloss fiscalfor yearthe 2025.year.

Our cash, cash equivalentsequivalents, and restricted cash and short-term bank deposits as of June 30, 2025,2026, amounted to $6,317,000,$7,833,000, which reflects a decrease of $720,000$13,202,000 from the $7,037,000$21,035,000 reported as of June 30, 2024. Our cash equivalents and restricted cash decreased in the year ended June 30, 2025. Our bank deposits and restricted bank deposits as of June 30, 2025,2026, amounted to $5,293,000, which reflects a decrease of $10,304,000 from the $15,597,000 compared to $23,836,000 as of June 30, 2024. Our bank deposits and restricted bank deposits as of June 30, 2025 decreased for the year ended June 30, 2025. The cash, cash equivalents, restricted cash, bank deposits and restricted bank deposits decreased for the reasons presented below.

CashNet cash used infor operating activities activities increased to $18,211,000$19,588,000 for the year ended June 30, 2025,2026, from $18,021,000$18,211,000 in the prior year, primarily due to an increase in exchange rate, an increase in salaries following the acquisition of our subsidiary, Kokomodo, and a reductiondecrease in grants received from the IIA, Horizon Europe,IIA and NIAID contract funding, effectpartially ofoffset exchangeby rate,a continuedreduction in payments to suppliers, subcontractors, professional service providers, providers and employees, partially offset byconsultants, an increase in customercash receivablegenerated from services provided to CDMO clients for process and product development, and income from fees in incomethe frombiopharming hedging transactions.sector.

CashInvesting activities provided cash byin investing activitiesthe wasamount $8,026,000of during$9,903,000 for the year ended June 30, 2025,2026, andcompared to cash provided byin investingthe activitiesamount duringof $8,026,000 for the year ended June 30, 2024 was $10,584,000.2025. Cash provided by investing activities in the year ended June 30, 20252026, consisted primarily of theproceeds withdrawal of $9,271,000 offrom short-term deposits, net of $10,518,000 and cash$18,000 related to theproceeds Kokomodofrom Transactionsale of $373,property and equipment, partially offset by payments of $1,618,000$633,000 related to investments in property and equipment.property. Cash provided by investing activities in the year ended June 30, 20242025, consisted primarily of the withdrawal of $10,907,000 ofproceeds from short-term deposits, net of $9,271,000 and cash related to the Kokomodo Transaction (as defined below) of $373, partially offset by payments of $323,000$1,618,000 related to investments in property and equipment.

Financing activities provided cash in the amount of $7,038,000 during the year ended June 30, 2026, and $9,533,000 during the year ended June 30, 2025, and $8,841,000 during the year ended June 30, 2024.2025. The financing activities during the year ended June 30, 20252026 were related primarily to net proceeds received from the issuances of common shares and warrants, net of issuance costs related to the First Offering (as defined below), the Second Offering (as defined below), the Advance Subscription Agreement (as defined below) and the Sales Agreement (as defined below) with A.G.P (as defined below), as well as, proceeds related to the SecondSAFE OfferingAgreements (as defined below). The financing activities during the year ended June 30, 20242025 related primarily to net proceeds received from the investment in2025 EverOffering After(as Foodsdefined bybelow) externaland investors.the 2025 Second Offering (as defined below).

On February 13, 2024, we entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P”), as agent, pursuant to which we may issue and sell our common shares having an aggregate offering price of up to $10 million, from time to time through through A.G.P. As of September 17,10, 2025,2026, we have sold an aggregate of 42,729354,029 common shares pursuant to the Sales Agreement at ana weighted average price of $5.93$2.80 per share.

On January 23, 2025, we entered into the Securities Purchase Agreement with a company wholly owned by Mr. Alexandre Weinstein (the “Investor”) relating to a private placement offering (the “2025 Offering”) of: (i) 1,383,948 of our common shares, par value $0.00001 per per share, (ii) pre-funded warrants (the “Pre-Funded Warrants”), to purchase up to 26,030 common shares, and (iii) warrants (the “Common Warrants”), to purchase up to 84,599 common shares. On April 25, 2025, we entered into an amendment to the Securities Purchase Agreement, pursuant to which we and the Investor agreed to exchange 976,139 of the common shares for additional Pre-Funded Warrants to purchase up to 976,139 common shares. The 2025 Offering price per share and accompanying warrant was $4.61. The Pre-Funded Warrants have have an exercise price of $0.0001$0.00001 per share, are exercisable at any time following the receipt of certain approvals from our shareholders, which is required by the applicable rules of the Nasdaq Capital Market, and until exercised in full. The Common Warrants have an exercise price of $5.568 per share, are exercisable following the receipt of approval from our shareholders, and will be exercisable for three years following the date of receipt of such approval. Such approval for the exercise of Pre-Funded Warrants and Common Warrants was sought and obtained at our 2025 Annual Meeting on June 30, 2025. The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions and were subject to a 19.99% beneficial ownership limitation until the approval from our shareholders was obtained. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investor and customary indemnification rights and obligations of the parties. On October 23, 2025, 1,002,169 Pre-Funded Warrants were exercised into 1,002,169 common shares of the Company, at a nominal exercise price of $0.00001 per share. The gross proceeds from the 2025 Offering were $6.5 million and we intend to use the proceeds from the 2025 Offering for working capital and general corporate purposes. The 2025 Offering closed on February 5, 2025, following the satisfaction of customary closing conditions. Pursuant to the terms of the Securities Purchase Agreement, we appointed Mr. Weinstein to our Board, effective February 5, 2025, and agreed to recommend his election to our shareholders provided that he continues to hold at least 10% of our issued and outstanding common shares.

In addition, historichistorical results of scientific research and development (“R&D”), clinical and preclinical trialstrials, do not guarantee that the conclusions of future R&D or trials wouldwill not suggest different conclusions. Also, historichistorical results referred to in this periodic report wouldmay be interpreted differently in light of additional research, development, clinical and preclinical trials results. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Annual Report”), as well as in Part II, Item 1A of this Quarterly Report. Readers are also urged to carefully review and consider the various disclosures we have made in that report.

We are a biotechnology company leveraging our proprietary three-dimensional (“3D”) cell expansion platform, which is supported by an in-house, industrial-scale cell manufacturing facility registered as a manufacturer with the U.S. Food and Drug Administration (“FDA”) and operated in accordance with Good Manufacturing Practice (“GMP”) standards on a self-declared basis. basis. We utilize our technology platform to enable scalable and cost-efficient cell expansion and to support a range of cell-based products, services, therapeutics and related technologies. The platform is currently applied in practice across multiple business areas, including regenerative medicine, aestheticswellness and wellness,longevity, food technology, agricultural technology, and through our CDMO activities.

We use our advanced cell-based technology platform in the field of regenerative medicine to develop placenta-based cell therapy product candidates for the treatment of inflammatory, muscle injuries and hematologic conditions. Recently,In addition, we haveare also launchedadvancing a proprietary immunotherapy platform based on novel immunotherapy platform.technology.

Immunotherapy MAIT cells - In May 2024, we launched a novel allogenicallogeneic immunotherapy platform utilizing MAIT cells specifically designed to address solid tumors - a critical area in medicine where effective treatments are currently insufficient. We believe that our MAIT cells, isolated from the human placenta, offer substantial potential benefits compared to conventional T-cells.

Placental MAIT cells cells are potent effector cells, potentially targeting tumors through multiple mechanisms while expressing high levels of various chemokine receptors, which facilitate their migration directly to tumor sites. Furthermore, unlike conventional autologous T-cells typically collected from peripheral blood, our MAIT cells are designed to be an allogenic universal product. BenefitingGiven withtheir veryhighly restricted TT-cell cellreceptor profile, receptor, the MAIT cells minimize their likelihood of inducing GvHD, a significant advantage over other potential allogeneic products. We are aiming to design the MAIT cells to potentially show better persistence in the body for a longer duration, enhancing their therapeutic efficacy.

PluriCDMO™ - - In January 2024, we launched a business division offering cell therapy manufacturing services as a CDMO: PluriCDMO™. PluriCDMO™ offers cell therapy development and manufacturing expertise to companies, from early preclinical development, through late-stage clinical trials and commercialization, with a mission to deliver high-quality, essential therapies to patients, as well as other related services. We have signedentered into several agreements with clients through PluriCDMO™ and are currentlyactively generating revenues fromas thisa activity.result of such agreements.

(a) an innovativea proof-of-concept (“POC”) collaboration with ICL Group Ltd., a leading global specialty minerals company, through its Open Innovation program, to revolutionizeimprove bio stimulant delivery and enhance yield sustainably;

(b) a strategic POC agreement with a leadingan international agriculture corporation aimed at boosting the global vegetable product supply, streamlining supply chains, and promoting a more sustainable future for agriculture; and (c) the development of cell-cultured coffee and cacao through business activities operated via our subsidiaries in the plant-based vertical, Coffeesai and Kokomodo, respectively:

Cellav - In November 2025, we established Cellav, a wholly owned subsidiary focused on developing regenerative skin and hair solutions using its our proprietary 3D cell expansion technology. Cellav developsdevelops, manufactures and markets skin care and cosmetic products and cell-derived ingredients, including exosomes and cell extracts,ingredients (human or plant-derived), conditioned media for integration into partnerthird-party formulations and for use in professional and consumer skincare and haircare products. These products and ingredients may also be offered as finished, ready-to-sell products, professional kits or consumable products.

During the firstnine-months andperiod ended secondMarch quarters of fiscal year31, 2026, and through the date of this report, we continued to advance our activities across our foodtech, AgTech and cell-based aesthetics and wellness subsidiaries. Each of Ever After Foods, Kokomodo, Coffeesai and Cellav entered into collaboration agreements with leading counterpartiescollaboration partners in Asia, Europe, and the United States to evaluate and potentially further develop applications of our proprietary technologies in their respective fields. These collaborations are structured around initial, partner-funded POCPOCs or pilot programs, designed to assess the application of our technologies in cultivated meat, cacao, coffee, and cell-based skincare, and may, subject to positive outcomes, be expanded into subsequent development or commercialization activities. Collectively, we believe that these collaborations underscore the growing commercial and technological validation of our platform and enhance our strategic positioning across multiple industries.

RESULTS OF OPERATIONS – THREE AND SIX NINE MONTHS ENDED DECEMBERMARCH 31, 20252026 COMPARED TO THREE AND SIXNINE MONTHS ENDED DECEMBERMARCH 31, 20242025

Revenues for the six-monthnine-month and three-month periods ended March 31, 2026, were $681,000 and $167,000, respectively, as compared to $938,000 and $427,000 during the nine-month and three-month periods ended DecemberMarch 31, 20252025, wererespectively. $514,000Revenues and $198,000, respectively, as compared to $511,000 and $185,000 duringfor the six-monthnine-month and three-month periods ended December March 31, 2024, respectively. Revenues for the six-month2026, and three-month periods ended December 31, 2025 and 2024, were primarily generated from services provided to CDMO clients for process and product development and additional revenues from POC collaborations in the AgTech field. The decrease in revenues for each of the nine-month and three-month periods ended March 31, 2026, was primarily driven by a lower volume of project activity as compared to the corresponding periods in fiscal year 2025.

Cost of revenues for each of the six-monthnine-month and three-month periods ended DecemberMarch 31, 20252026, were $313,000$424,000 and $112,000,$111,000, respectively, as compared to $200,000$491,000 and $74,000 $291,000 during the six-monthnine-month and three-month periods ended DecemberMarch 31, 2024,2025, respectively. Cost of revenues includes manufacturing costs related to our CDMO and AgTech fields, which primarily consist of materials, personnel-related and overhead costs. The increasedecrease in cost of revenues for each of the six-monthnine-month and three-month periods ended DecemberMarch 31, 20252026, iswas attributedprimarily driven by a lower volume of project activity as compared to higherthe corresponding periods in fiscal year 2025, resulting in reduced materials usage, personnel costs associatedand with projects during the current period.allocated overhead.

Research and Development Expenses,Expenses (“R&D”), Net

R&D expenses, net (costs less participation by the IIA, Horizon Europe and the National Institute of Allergy and Infectious Diseases (“NIAID”)) for the six-monthnine-month period ended DecemberMarch 31, 20252026, increased by 33%32% from $5,814,000$8,857,000 for the six-month nine-month period ended DecemberMarch 31, 2024, 2025, to $7,757,000.$11,719,000. The increase iswas mainly attributedattributable to (1) an increase in salaries and a related expenses mainly attributeddue to foreign exchange rate differences expenses and the addition of new employees following the acquisition of our subsidiary, Kokomodo, partially offset by headcount reductions and the implementation of a cost-reduction plan, (2) an increase in lease payments expenses on our facilities mainly due to Ever After Foods’ new operating facility, partially offset byand (3) an increase in share-based compensation expenses related to Ever After Foods’s options granted to an Ever After Foods’s employee, partially offset by (4) a decrease in participation by NIAID.NIAID and (5) a decrease in R&D expenses following POC activities in our subsidiaries.

R&D expenses, net (costs less participation by the IIA, Horizon Europe and the NIAID) for the three-month period ended DecemberMarch 31, 2025 2026, increased by 31%30% from $2,925,000 $3,043,000 for the three-month period ended DecemberMarch 31, 20242025, to $3,826,000.$3,962,000. The increase iswas mainly attributed attributable to the same reasons described in the preceding paragraph.

General and and administrative expenses for the six-monthnine-month period ended DecemberMarch 31, 20252026, increased by 14%11% from $4,652,000$7,145,000 for the six-monthnine-month period ended DecemberMarch 31, 20242025, to $5,300,000.$7,930,000. The increase iswas mainly attributedattributable to (1) an increase in share-based compensation expenses expenses related to restricted shares (“RS”), which were granted during the reporting period to consultants, as well as restricted stock units (“RSUs”), and options which were granted during the first half of fiscal year 2026 to consultants, and a grant of equity awards to our Chief Executive Officer (“CEO”), in recognition of of the achievement of certain performance objectives and other accomplishments during fiscal year 2025, and to Ever After Foods’s options granted to an Ever After Foods’s employee; and (2) an increase in salaries and a related expenses mainly attributed to exchange rate differences expenses andprimarily due to foreign exchange differences, the addition of new employees following the acquisition of our subsidiary, Kokomodo, partially offset by (3) a reduction in our CEO’s salary, whereby he waived 25% of his salary,salary from July through December 2025, employeeand terminations30% of his salary between January and February 2026, as well as the executionimplementation of a cost-reduction plan, which included a reduction in headcount, and (4) a decrease in expenses related to corporate activities, such as professional services expenses and public relations.expenses.

General and and administrative expenses for the three-month period ended DecemberMarch 31, 20252026, increased by 29%6% from $2,143,000$2,493,000 for the three-month period ended DecemberMarch 31, 20242025, to $2,766,000.$2,630,000. The increase iswas mainly attributed to an increase in share-based compensation expenses related to RS, RSUs, and optionsRS which were granted during the firstcurrent half of fiscal year 2026period to consultants, andas awell grantas ofEver equityAfter awardsFoods’s options granted to an Ever ourAfter CEO,Foods’s in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025,employee, partially offset by a decrease in expenses related to corporate activities, such as professional services expenses and public relations.expenses.

Other financial income (expenses), net, decreasedincreased from $2,058,000$714,000 in financial income for the three-monthnine-month period ended DecemberMarch 31, 20242025, to $143,000 $889,000 in financial expensesincome for the three-month nine-month period ended DecemberMarch 31, 2025.2026. The decreaseincrease iswas mainly attributedattributable to (1) exchange rate differences expenses related to the EIB Loan (as defined below) following fluctuation between the U.S. dollar against the Euro, and (2) an increase in income derived from hedging transactions, partially offset by (3) a decrease in interest income from deposits, resulting from reduced deposit levels due to lower deposit balances following withdrawals, and (34) a decrease due to exchange rate expenses on a lease liability and on deposits due to the strength of the NIS,New Israeli Shekel (“NIS”), against the U.S. Dollar.

Interest expenses related to our outstanding loan received from the EIB and all changes during the six-monthnine-month and three-month periods ended December March 31, 20252026, compared to the six-month nine-month and three-month periods ended DecemberMarch 31, 20242025, arewere attributable solely to currency rate differences of the Euro compared to the U.S. dollar.

Net loss losses for the six-monthnine-month and three-month periods ended March 31, 2026, were $19,176,000 and $6,172,000, respectively, as compared to net losses of $15,481,000 and $6,335,000 for the nine-month and three-month periods ended DecemberMarch 31, 2025 were $13,004,000 and $6,872,000, respectively, as compared to net loss of $9,146,000 and $3,110,000 for the six-month and three-month periods ended December 31, 2024,2025, respectively. The increasechanges is were mainly due to the increase change in R&D expenses, net, general and administrative expenses and financial income, net, for the reasons mentioned above.

We had a net loss attributed to our non-controlling interest with respect to Ever After Foods and Kokomodo of $611,000$1,235,000 and $329,000$624,000 for the six-monthnine-month and three-month periods ended March 31, 2026, respectively, as compared to $496,000 and $188,000, for the nine-month and three-month periods ended December March 31, 2025, respectively, as compared to $308,000 and $154,000, for the six-month and three-month periods ended December 31, 2024, respectively, with respect to Ever After Foods.

Net loss per share attributed to shareholders for the six-monthnine-month and three-month periods ended DecemberMarch 31, 20252026, were $1.36$1.90 and $0.71,$0.55, respectively, as compared to $1.61 $2.56 and $0.53$0.94 for the six-monthnine-month and three-month periods ended DecemberMarch 31, 2024,2025, respectively. The decrease in the loss per share was due primarily to an increase in our weighted average number of shares outstanding which reflects the issuance of additional shares in the First Offering and the Second Offering (as defined below), (see “Liquidity and Capital Resources” Section below), the issuance of additional shares upon the vesting of RSUs and RS issued to directors, employees and consultants and exercise of pre-funded warrants, partially offset by an increase in the loss for the year.

For the six-monthnine-month and three-month periods ended DecemberMarch 31, 20252026, and 2024,2025, we had weighted average common shares outstanding of 9,127,616, 9,260,4399,431,741, 10,054,803 and 5,505,915,5,857,743, 5,552,931, 6,563,555, respectively, which were used in the computations of net loss per share for thesuch six-monthnine-month and three-month periods.

As of DecemberMarch 31, 2025,2026, our total current assets were $13,804,000$10,463,000 and total current liabilities were $32,346,000.$32,006,000. On DecemberMarch 31, 2025, 2026, we had a working capital deficit of $18,542,000,$21,543,000, total deficit of $9,213,000,$12,999,000, out of which $5,395,000$5,604,000 iswas attributed to the non-controlling interest in Ever After Foods and Kokomodo, and an accumulated deficit of $455,448,000.$460,996,000.

Our cash and cash equivalentsequivalents, restricted cash and restrictedshort-term cashbank deposits as of DecemberMarch 31, 20252026 amounted to $4,914,000,$9,548,000, compared to $7,490,000$26,680,000 as of DecemberMarch 31, 2025, 2024 and compared to $6,317,000$21,035,000 as of June 30, 2025. Cash balances changed in the six-monthnine-month period ended DecemberMarch 31, 20252026, compared to the the six-monthnine-month period ended DecemberMarch 31, 20242025, for the reasons presented below.

Net cash used for operating activities increased to $10,633,000$15,145,000 during the six-monthnine-month period ended DecemberMarch 31, 2025,2026, compared to $8,692,000 $12,995,000 during the six-monthnine-month period ended DecemberMarch 31, 2024,2025, primarily due to an increase in exchange rate, an increase in salaries following the acquisition of our subsidiary, Kokomodo Kokomodo, and a decrease in grants received from the IIA and NIAID contract funding ,funding, partially offset by an increase in cash generated from services provided to CDMO clients for process and product development, as well as income from fees in the AgTech sector, and a reduction in sector.payments to suppliers, subcontractors, professional service providers, and consultants.

Investing activities provided cash of $6,508,000 in the six-monthamount of $8,294,000 in the nine-month period ended DecemberMarch 31, 2025,2026, compared to cash provided in the amount of $9,230,000 $4,998,000 for the six-month nine-month period ended DecemberMarch 31, 2024.2025. Cash provided by investing activities for the six-monthnine-month period ended DecemberMarch 31, 2025,2026, consisted consisted primarily of proceeds from short-term deposits, net of $7,071,000,$8,901,000, partially offset by payments of $563,000$607,000 related to investments in in property and equipment. Cash provided by investing activities for the six-monthnine-month period ended DecemberMarch 31, 2024,2025, consisted primarily of of proceeds from short-term deposits, net of $9,550,000,$5,895,000, partially offset by payments of $320,000$897,000 related to investments in property and and equipment.

Financing activities provided cash in the amount of $2,843,000$4,221,000 in the sixnine months ended DecemberMarch 31, 2025,2026, compared to financing activities which wereprovided cash in the amount of $9,968,000 in the nine months ended March 31, 2025. Cash provided by financing activities for the nine-month period ended March 31, 2026, was related to net proceeds received from the issuances of common shares and warrants, net of issuance costcosts related to the First Offering (as defined below), the Second Offering (as defined below) and the Sales Agreement Agreement with A.G.P (as defined below), as well as, proceeds related to the SAFE AgreementAgreements (as defined below). WeCash hadprovided noby financing activities activities infor the six-monthnine-month period ended DecemberMarch 31, 2024.2025, consisted primarily of proceeds received from issuances of common shares, pre-funded warrants and warrants, net of issuance costs.

In July 2025, our CEO agreed to forgo 25% percent of his gross monthly salary, in the aggregate amount of NIS 148,500 for a period of six months commencing July 2025.

On October 15, 2025, the Company’s Board of Directors (the “Board”) approved a grant of equity awards to our CEO, in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025. The approved equity awards consist consisted of (i) 39,050 RSUs which are were fully vested,vested at the time of grant, and (ii) stock options to purchase 39,050 common shares of the Company which arewere fully vested at the time of grant and exercisable for a period of three years at an exercise price of $5.00 per share. As the performance objectives for fiscal year 2025 were satisfied through share-based awards rather than cash compensation, the provision previously recorded in the amount of approximately approximately $41,000, was reversed.

On November 13, 2025, Kokomodo entered into a Simple Agreement for Future Equity agreement (the “SAFE Agreement”) with an investor for an aggregate amount of $300,000.$300,000 Inand on March 17, 2026, with another investor for an aggregate amount of $129 (the “SAFE Agreements”). Pursuant to the terms of the SAFE agreements, in the event of an Equity Financing, which is defined in the SAFE AgreementAgreements as a capital raising transaction or series of transactions, pursuant to which (i) Kokomodo issues and sells a new series of preferred shares of Kokomodo at a fixed pre-money valuation; and (ii) at least 25% of the amount of the capital raised is not attributed to the SAFE Investors (as defined in the SAFE AgreementAgreements), the investment will be automatically converted into the number of most senior preferred shares of Kokomodo, equal to the purchase amount divided by either: (1) the price per share equal to a Valuation Cap (as defined in the SAFE AgreementAgreements) divided by Kokomodo Capitalization (as defined in the SAFE AgreementAgreements), or (2) the price per preferred share sold in the Equity Financing discounted by 20%. The SAFE wasAgreements were classified as a long-term liability, accounted at fair value, with remeasurement at each reporting period.

On December 4, 2025, in order to ensure the Company’s financial stability, the Board approved, at the recommendation of the Company’s management, (i) a 30% gross monthly cash salary reduction in the aggregate amount of NIS 59,400 to Mr. Yanay, our CEO, applicable to the months of January 2026 2026 and February 2026, (ii) a 20% cashgross monthly salary reduction in the aggregate amount of NIS 33,000 to Mrs. Zalts, our Chief Financial Officer (“CFO”), applicable to the months of December 2025, January 2026 and February 2026, and (iii) a 20% monthly fee reduction to the fees that are paid to the Company’s directors applicable to the months of December 2025 through February 2026.

Effective December 4, 2025, Mr. Alexandre Weinstein, an existing shareholder and a director of the CompanyCompany, was appointed by the Board as Chairman of the Board, and Mr. Zami AbermanAberman, who had held the position as Chairman of the Board since January 2022, was appointed by the Board as Vice Chairman of the Board. In connection therewith, Mr. Aberman’s consultancy agreement with the Company terminated effective January 4, 2026. Following the termination of the consultancy agreement, Mr. Aberman is entitled to receive compensation in accordance with the Company’s Directors Compensation policy.

On December 8, 2025, we entered into a Securities Purchase Agreement (the “First Securities Purchase Agreement”) with Chutzpah Holdings LP (the “Purchaser”), a limited partnership beneficially owned by Mr. Weinstein, relating to a private placement offering (the “First Offering”) of: (i) 625,000 common shares of the Company, and (ii) common warrants (the “First Common Warrants”) to purchase up to 625,000 common shares. The combined purchase price for each common share and accompanying First Common Warrant iswas $4.00. The First Common Warrants were were exercisable immediately at an exercise price of $4.25 per share and are exercisable until June 30, 2026. The commonFirst warrantsCommon Warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation.

On December 30, 2025, the First Offering closed and the Company received gross proceeds in the amount of $2.5 million, which it is using for working capital and general corporate purposes.

On February 13, 2024, we entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), as sales agent, pursuant to which we may issue and sell our common shares having an aggregate offering price of up to $10 million, from time to time through A.G.P. During the secondnine-month quarterperiod ofended fiscalMarch year31, 2026, the Company sold 22,80023,300 common shares under the Sales Agreement at an average price of $3.90$3.89 per share, with issuance expenses of $43,000. As of FebruaryMay 12,14, 2026, the Company had sold a total of 65,52979,029 common shares under the Sales Agreement at an average price of $5.23$4.97 per share.

We have an effective Form S-3 registration statement (File No. 333-273347), filed under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell our common shares, preferred stock and warrants to purchase common shares, and of two or more of such securities, in one or more offerings for an aggregate initial offering price of $200 million (including amounts sold under the Sales Agreement).

In April 2020, we and our subsidiaries, Pluri Biotech and Pluristem GmbH, entered into a finance agreement with the EIB, providing for non-dilutive funding of up to €50 million, payable in three tranches (the “EIB Loan”). In June 2021, the Company received the first tranche in the amount of €20 million, which represents the only amount disbursed under the EIB finance agreement, as the initial funding funding period expired on December 31, 2022 and no additional funds are made available thereunder.

The €20 million loan bears annual interest at a rate of 4% and is repayable on June 1, 2026, with interest payable together with the principal. As of December March 31, 2025,2026, accrued interest amounted to approximately €3.63.9 million. Discussions are still being held with the EIB regarding a potential restructuring of the EIB Loan, including a possible extension of its maturity date; however, there is no certainty as to the outcome of these discussions. In addition to the interest, the EIB is entitled to royalty payments, pro-rated to the amount disbursed from the EIB Loan, on the Company’s consolidated revenues from fiscal year 2024 through fiscal year 2030, at rates of up to 2.3% on consolidated revenues below $350 million, 1.2% on consolidated revenues between $350 million and $500 million, and 0.2% on consolidated revenues exceeding $500 million. As of DecemberMarch 31, 2025,2026, accrued royalties amounted to $5$6 thousand. On April 21, 2026, we received a notice from the EIB reserving its rights under the finance agreement; however, discussions with the EIB regarding potential alternatives with respect to the EIB Loan, including a possible extension of its maturity date, remain ongoing. There can be no assurance as to the outcome of these discussions or the timing or terms of any resolution.

According to the IIA grant terms, we are required to pay royalties at a rate of 3% on sales of products and services derived from technology developed using this and other IIA grants until 100% of the dollar-linked grants amount plus interest are repaid. In the absence of such sales, no payment is required. Through DecemberMarch 31, 2025,2026, total grants obtained from the IIA aggregated to approximately $28.2 million and total royalties royalties paid and accrued amounted to $179 thousand.

On October 28, 2024, we announced that the IIA will fund our collaboration with Bar-Ilan University Research and Development Company Ltd. (“BIRAD”), to support the continued development of MAIT cells for the treatment of solid tumors. As part of this collaboration, novel Chimeric Switch Receptors, developed by Prof. Cohen, head of laboratory of tumor immunology and immunotherapy at Bar-Ilan University, will be integrated into our CAR-MAIT cell therapy platform to enhance tumor specificity and therapeutic efficacy. The collaboration leverages our proprietary MAIT cell technology alongside BIRAD’s expertise in engineering clinically optimized T-cell modification vectors. The IIA has committed to fundfunding the collaboration for an initial term of one year, with an option to extend it for an additional year, subject to the IIA’s approval.year. During October 2025, we received approval for an additional month to finish the program untilby November 30, 2025. The total approved budget for the first year is was NIS 549,067 (approximately $172,000$174,000). On March 4, 2026, we received approval from the IIA for the second year of funding for the collaboration. The total approved budget for the second year amounts to NIS 597,572 (approximately $189,000).

An amount of approximately €500,000 (approximately $540,000) is a direct grant that will be allocated to us. Through DecemberMarch 31, 2025, 2026, we received a payment of approximately $330,000 in cash as part of the PROTO program.

As of DecemberMarch 31, 2025,2026, our cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $13,645,000. $10,495,000. We are addressing our liquidity issues by implementing cost-saving initiatives to allow the continuation of our activities. Our current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures, which include a cost-reduction plan.

Our ability to successfully carry out our business plan, is primarily dependent upon our ability to (1) obtain sufficient additional capital, (2) enter licensing or other commercial,commercial partnerships and collaboration agreements, (3) provide CDMO services to clients, (4) enter into an agreement with the EIB regarding the EIB Loan restructuring and (5) receive other sources of funding, including non-dilutingnon-dilutive sources such as grants. There are no assurances, however, that we will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of our products, or any financing at all. In the event thatIf we are unable to obtain the required level of financing, our operations may need to be scaled down or discontinued.

According to our management’s estimates, we have sufficient resources to meet our operating obligations for a period of less than sixthree months from the issuance date of our interim unaudited condensed consolidated financial statements, which was FebruaryMay 12,14, 2026. These conditions raise substantial doubt about our ability to continue as a going concern.