Pluri Inc.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed below and in Part I, Item 1A. Risk Factors of our 2024 Annual Report, which could materially affect our business, financial condition or future results.

Our principalFailure to meet Nasdaqs continued listing requirements could research, deult in the delisting of our common shares, negativelopment ay impact the price of our common shares and manufacturing facnegatively impact our abilities are located in Haifa, Israel and the escalated military conditions y to raise additional capital.

On November 25, 2024, we received a deficiency letter, or the Nasdaq Letter, from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying us that we are not in compliance with the Stockholders Equity Requirement, which requires us to maintain a minimum of $2.5 million in stockholders equity, nor we are in compliance with either of Israel may cause interruptiothe alternative listing standards, market value of listed securities of at least $35 million or suspensionnet income of our business$500,000 from continuing operations without warning.

Our principal RD and manufacturing facilities are located in Haifa, Israel. Duein the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

On January 6, 2025, we submitted a plan to regain compliance, or the Compliance Plan. Based on the Compliance Plan, Nasdaq has determined to grant us with an extension of time to regain compliance with the Stockholders Equity Requirement until May 24, 2025. If we fail to evidence compliance by the required deadline, we may be subject to the ongodelisting. At that time, we may appeal Staffs determination to a Hearing armed conflict between Israels Panel.

We intend to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and Hamas, Hezbollah in Lebanon, Iran and otremain listed on Nasdaq. However, there can be no assurance that we will ultimately regain compliance with all applicable requirements for continued listing.

Neither Arab terrorists groups,the Nasdaq Letter nor our noncompliance have an immediate effect on there is a high possibility risk that it will turn into a greater regional conflict in  listing or trading of our common shares, which will continue to trade on The Nasdaq Capital Market under the symbol PLUR.

If, for any reason, Nasdaq should delist our common shares from trading on its exchange and we are unable to obtain listing on anothe near future.

Mostr national securities exchange or take action to restore our compliance with the Nasdaq continued listing recently, tquirements, a reduction in some or all of the war has escalated and expanded furtherfollowing may occur, each of which could have a material adverse effect on our shareholders:

Our from the Northern border ofprincipal research, development and manufacturing facilities are located in Haifa, Israel with Lebanon. Consequently, and military conditions in Israel, including armed conflicts between Israel and Hamas, Hezbollah and othere has been a terrorist organizations from the Gaza Strip and Lebanon, major increase in the amount y cause interruption or suspension of our business operations without warning.

Our principal RD and frequency of the attacks omanufacturing facilities are located in Haifa, Israel, thus, political, economic, and military conditions in Israel, and on Haifa in particular, conflicts between Israel and Hamas, Hezbollah in particularLebanon, Iran and other Arab terrorists groups, may directly affect our business.

Accs of today, there has been no material impact on our operations. According to the recent guidelines of the Israeli government, the Companys offices in Haifa are open and functioning, however, if thea war will escalate and expand even further, , this situation may change and the Israeli government may impose additionalcertain restrictions on movement and travel, which will affect our management and employees ability to effectively perform their daily tasks, and may result in disruptions and delays in some of our projects.

Any hostilities involving Israel, terrorist activities, political instability or violence in the region, or the interruption or curtailment of trade or transport between Israel and its trading partners could make it more difficult for us to raise capital, if needed in the future, and adversely affect our operations and results of operations and the market price of our common shares. In addition, to the extent the IIA no longer makes grants similar to those we have received in the past, it could adversely affect our financial results.

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Furthermore, certain of our employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called up for active military duty at any time. Many Israeli citizens who have served in the army are required to perform reserve duty until they reach the age of 40 or older, depending upon the nature of their military service. Currently, threeone of our employees have been called up for active military duty.

The intensity and duraWars implication of Israels current war is difficult to predict, as are such s, including but not only wars economic implications, on the Companys business and operations and on Israels economy in general. These  is difficult to predict. Such events may be intertwined with wider macroeconomic indications of a deterioration of Israels economic standing, for instance, a downgrade in Israels credit rating by rating agencies, which may have a material adverse effect on the Company and its ability to effectively conduct its operations.

In addition, Israeli-based companies and companies doing business with Israel, have been the subject of an economic boycott by members of the Arab League and certain other predominantly Muslim countries since Israels establishment. Although Israel has entered into various agreements with certain Arab countries and the Palestinian Authority, and various declarations have been signed in connection with efforts to resolve some of the economic and political problems in the Middle East, we cannot predict whether or in what manner these problems will be resolved. Wars and acts of terrorism have resulted in significant damage to the Israeli economy, including reducing the level of foreign and local investment.