Pluri Inc 8-K, filed Feb 28, 2022
Pluri Inc. (PLUR)
About this 8-K
Pluri Inc filed this 8-K on February 28, 2022, reporting on events of February 24, 2022.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
February 28, 2022 (
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| Item 8.01. | Other Events. |
On February 24, 2022, Pluristem Therapeutics Inc., or the Company, announced the closing of the previously announced agreements executed by and between Pluristem Ltd., or the Subsidiary, and Tnuva Food Industries – Agricultural Cooperative in Israel Ltd., through its fully owned subsidiary, Tnuva Food-Tech Incubator (2019), Limited Partnership, or Tnuva, relating to the establishment and operation of a joint venture company, Plurinuva Ltd., or NewCo (which name may be changed from time to time), an Israeli company, with the purpose of developing cultured meat products of all types and kinds. NewCo is intended to be engaged in the development, manufacturing and commercialization of technology, know-how and products that will be based on licensed products relating to the field of cultured meat, or the Licensed Products. In addition, the Subsidiary executed the previously announced license agreement with NewCo pursuant to which it granted NewCo an exclusive, royalty bearing, perpetual and irrevocable, worldwide, non-transferable (except under specific circumstances specified thereunder), sublicensable license to its technology for the use in the development of the Licensed Products. The Company also announced that the expected appointment of a chief executive officer of NewCo was expected in March 2022.
In addition, the Company announced the closing of the transactions contemplated by the Share Purchase Agreement executed by and among Tnuva, the Subsidiary and NewCo pursuant to which Tnuva purchased 187,500 of NewCo’s ordinary shares, constituting 15.79% of its share capital, as well as a warrant, in consideration of an aggregate of $7,500,000 in cash.
Warning Concerning Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and federal securities laws. For example, forward-looking statements are being used when the registrant discusses the expected timing of the announcement of the chief executive officer of NewCo. These forward-looking statements and their implications are based on the current expectations of the management of the registrant only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in technology and market requirements; the registrant may encounter delays or obstacles in launching and/or successfully completing its clinical trials; the registrant’s products may not be approved by regulatory agencies, the registrant’s technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; the registrant may be unable to retain or attract key employees whose knowledge is essential to the development of our products; unforeseen scientific difficulties may develop with our process; the registrant’s products may wind up being more expensive than the registrant anticipates; results in the laboratory may not translate to equally good results in real surgical settings; results of preclinical studies may not correlate with the results of human clinical trials; the registrant’s patents may not be sufficient; the registrant’s products may harm recipients; changes in legislation; inability to timely develop and introduce new technologies, products and applications; loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of the registrant to differ materially from those contemplated in such forward-looking statements. In addition, historic results of scientific research do not guarantee that the conclusions of future research would not suggest different conclusions or that historic results would not be interpreted differently in light of additional research or otherwise. Except as otherwise required by law, the registrant undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risks and uncertainties affecting the registrant, reference is made to the registrant’s reports filed from time to time with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PLURISTEM THERAPEUTICS INC. | ||
| Date: February 28, 2022 | By: | /s/ Chen Franco-Yehuda |
| Name: | Chen Franco-Yehuda | |
| Title: | Chief Financial Officer | |
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