Pluri (PLUR) risk factors, FY2025 10-K

Pluri's FY2025 10-K, filed Sep 17, 2025, lists 47 risk factors in 10 groups. Against the prior year's 44: 4 new, 1 dropped, 8 substantially reworded.

Risk factors listed
4710 groups
New this year
4vs 44 last year
Dropped
1since the prior 10-K
Substantially reworded
8of those kept
Section length
13k wordsItem 1A

What the changes say

  • Pluri faces significant going-concern doubts tied to its €50 million EIB loan repayment and upcoming milestones.
  • The company is actively expanding plant-based verticals like Coffeesai and Kokomodo while managing Nasdaq listing compliance and U.S. tariff exposure.

What changed since the prior 10-K

New

  • NewRisk Related to Our Business

    If we are unable to secure additional capital, we may need to implement cost-containments measures, such as reducing discretionary expenditures and streamlining operations. While these actions may provide temporary relief, they could also delay key initiatives and negatively affect our business outlook

    If we cannot secure additional financing, we may need to implement cost-containment measures that could delay key cell-based product initiatives.

  • NewRisk Related to Our Business

    Failure to reach an agreement with the EIB about the repayment of the EIB Loan could adversely affect our financial condition and liquidity

    We received a €20 million tranche from a €50 million EIB loan due June 1, 2026, alongside tiered royalty obligations on consolidated revenues up to fiscal year 2030.

  • NewRisk Related to Our Business

    If we fail to reach an agreement 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 impact our ability to continue as a going concern

    Failure to repay the EIB loan or reach a repayment agreement would harm our financial condition and impact our ability to continue as a going concern.

  • NewRisk Related to Our Business

    Changes in U.S. trade policy and tariffs may have an adverse impact on our business

    Changes in U.S. trade policy and tariffs could increase production costs and disrupt the supply chain for raw materials essential to our cell expansion platform.

Dropped

  • DroppedOther Risks

    Our principal research and development and manufacturing facilities are located in Israel and the unstable military and political conditions of Israel may cause interruption or suspension of our business operations without warning

Reworded

  • 91% rewrittenOther Risks

    Since we have signed the EIB Finance Agreement, we agreed to guaranty the loan as well as agreed to limitations that require us to notify the EIB, and in some cases obtain their approval, before we engage with other banks for additional sources of funding or with potential partners for certain strategic activities

    Added specific disclosures regarding EIB loan guarantees and operational restrictions, alongside risks related to military conflicts in Israel impacting our Haifa facilities.

  • 81% rewrittenRisks Related to Our Cultivated Food Business

    Cultivated plant-based products utilizing our 3D cell expansion technology may be subject to regulations that could adversely affect its business and results of operations

    Updated regulatory language regarding our plant-based coffee initiative and its GRAS evaluation under the Federal Food, Drug, and Cosmetic Act.

    Was: Coffeesai’s products utilizing our 3D cell expansion technology may be subject to regulations that could adversely affect its business and results of operations

  • 79% rewrittenRisk Related to Our Common Shares

    We could fail to maintain compliance with the Audit Committee Requirements 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

    Updated details on our Nasdaq deficiency letter regarding stockholders' equity and the extension granted to regain compliance until May 24, 2025.

    Was: We could fail 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

  • 62% rewrittenRisks Related to Our Cultivated Food Business

    We may need to raise additional financing to support our 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

    Expanded financing risks to explicitly cover our broader plant-based business vertical, including AgTech lines of business focused on coffee and cacao development.

    Was: We may need to raise additional financing to support PluriAgtech’s and Coffeesai’s business verticals 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

  • 51% rewrittenRisks Related to Our Cultivated Food Business

    Our various new lines of business, including our plant-based vertical (e.g. Coffeesai and Kokomodo), and Ever After Foods, are new businesses with limited operating activity to date, and their success is dependent on the ability to deliver a high-quality product while overcoming multiple challenges

    Added Ever After Foods and specific plant-based brands like Coffeesai and Kokomodo to the risks regarding new lines of business with limited operating history.

    Was: Our various new lines of business, including our cell-based coffee business vertical, PluriAgtech, and Ever After Foods, are new businesses with limited operating activity to date, and their success is dependent on the ability to deliver a high-quality product while overcoming multiple challenges

  • 49% rewrittenRisk Related to Our Dependence on Third Parties

    A cybersecurity incident, other technology disruptions, potential risks associated with AI, or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals, could negatively impact our business and our reputation

    Expanded cybersecurity risks to include potential risks associated with artificial intelligence and future system failure events impacting development programs.

    Was: A cybersecurity incident, other technology disruptions or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals could negatively impact our business and our reputation

  • 44% rewrittenRisk Related to Our Business

    We have not generated significant or consistent revenues to date, which raises doubts with respect to our ability to generate revenues in the future

    Removed boilerplate text regarding non-U.S. officer jurisdictions from the revenue risk factor.

  • 24% rewrittenRisk Related to Commercialization of Our Product Candidates

    We may not successfully establish new collaborations, joint ventures or licensing arrangements, which could adversely affect our ability to develop and commercialize our product candidates

    Updated partnership disclosures by removing Wilk Technologies from our historical joint ventures and partnerships list.

All 47 risk factors

Headings as the filing states them, in filing order.

Risk Related to Our Business

  1. 01If we are unable to secure additional capital, we may need to implement cost-containments measures, such as reducing discretionary expenditures and streamlining operations. While these actions may provide temporary relief, they could also delay key initiatives and negatively affect our business outlookNew
  2. 02It is highly likely that 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
  3. 03Also, 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 the loss of some or all of one’s investment in our common shares
  4. 04If our cell therapy product candidates do not prove to be safe and effective in clinical trials, we will not obtain the required regulatory approvals. If we fail to obtain such approvals, we may not generate sufficient revenues to continue our business operations
  5. 05We have not generated significant or consistent revenues to date, which raises doubts with respect to our ability to generate revenues in the future44% rewritten
  6. 06Failure to reach an agreement with the EIB about the repayment of the EIB Loan could adversely affect our financial condition and liquidityNew
  7. 07If we fail to reach an agreement 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 impact our ability to continue as a going concernNew
  8. 08Most of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of their assets are located outside the United States
  9. 09While we may seek partners for licensing deals, joint ventures, partnerships, and direct sale of our products in various industries, there is no guarantee we will be successful in doing so
  10. 10Changes in U.S. trade policy and tariffs may have an adverse impact on our businessNew

Risks Related to Development, Clinical Studies, and Regulatory Approval of Our Product Candidates

  1. 11If we are not able to conduct our clinical trials properly and on schedule, marketing approval by FDA, EMA, MOH and other regulatory authorities may be delayed or denied
  2. 12The results of our clinical trials may not support our product candidates’ claims or any additional claims we may seek for our product candidates, and our clinical trials may result in the discovery of adverse side effects
  3. 13Favorable results from compassionate use treatment or initial interim results from a clinical trial do not ensure that later clinical trials will be successful and success in early-stage clinical trials does not ensure success in later-stage clinical trials
  4. 14Our product development programs are based on novel technologies and are inherently risky
  5. 15Our cell therapy drug candidates represent new classes of therapy that the marketplace may not understand or accept
  6. 16If the health care community does not accept our potential products for any of the foregoing reasons, or for any other reason, it could affect our sales, having a material adverse effect on our business, financial condition, and results of operations

Risks Related to Our Cultivated Food Business

  1. 17Ever After Foods has a limited operating history in the field of cultivated or cultured meat (hereinafter, “cultivated meat”) to date and its prospects will be dependent on its ability to meet a number of challenges
  2. 18Ever After Foods is primarily focused on utilizing its technology for the development of cultivated meat, and it has limited data on the performance of our and its technologies in the field of cultivated meat to date
  3. 19Consumer preferences for alternative proteins in general, and more specifically cultivated meats, are difficult to predict and may change, and, if we are unable to respond quickly to new trends, Ever After Foods’ business may be adversely affected
  4. 20We expect that products utilizing Ever After Foods’ technologies will be subject to regulations that could adversely affect Ever After Foods’ business and operations
  5. 21Our various new lines of business, including our plant-based vertical (e.g. Coffeesai and Kokomodo), and Ever After Foods, are new businesses with limited operating activity to date, and their success is dependent on the ability to deliver a high-quality product while overcoming multiple challenges51% rewritten
  6. 22We may need to raise additional financing to support our 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 terminated62% rewritten
  7. 23Cultivated plant-based products utilizing our 3D cell expansion technology may be subject to regulations that could adversely affect its business and results of operations81% rewritten

Risk Related to Commercialization of Our Product Candidates

  1. 24We may not successfully establish new collaborations, joint ventures or licensing arrangements, which could adversely affect our ability to develop and commercialize our product candidates24% rewritten
  2. 25Notwithstanding, we may not be able to further establish or maintain such licensing and collaboration arrangements necessary to develop and commercialize our product candidates
  3. 26Our ability to successfully commercialize our cell therapy product candidates will depend on the extent to which government healthcare programs, as well as private health insurers, health maintenance organizations and other third-party payers will pay for our products and related treatments

Risk Related to Intellectual Property

  1. 27Our success depends in large part on our ability to develop and protect our technology and our cell therapy products. If our patents and proprietary rights agreements do not provide sufficient protection for our technology and our cell therapy products, our business and competitive position will suffer
  2. 28Third parties may initiate legal proceedings alleging that we are infringing their IP rights, the outcome of which would be uncertain and could have a material adverse effect on our business
  3. 29The patent approval process is complex, and we cannot be sure that our pending patent applications or future patent applications will be approved

Risk Related to Our Common Shares

  1. 30The price of our common shares may fluctuate significantly
  2. 31We could fail to maintain compliance with the Audit Committee Requirements 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 transaction79% rewritten
  3. 32Future sales of our common shares may cause dilution

Risks Related to Foreign Exchange Rates

  1. 33We are exposed to fluctuations in currency exchange rates
  2. 34Our cash may be subject to a risk of loss

Risk Related to Our Industries

  1. 35The trend towards consolidation in the pharmaceutical and biotechnology industries may adversely affect us
  2. 36If we do not keep pace with our competitors and with technological and market changes, our technology and products may become obsolete, and our business may suffer
  3. 37Some of our competitors have greater resources, more product candidates and have developed product candidates and processes that directly compete with our products. Our competitors may have developed, or could develop in the future, new products that compete with our products or even render our products obsolete
  4. 38Potential product liability claims could adversely affect our future earnings and financial condition

Risk Related to Our Dependence on Third Parties

  1. 39We are dependent upon third party suppliers for raw materials needed to manufacture PLX; if any of these third parties fails or is unable to perform in a timely manner, our ability to manufacture and deliver will be compromised
  2. 40A cybersecurity incident, other technology disruptions, potential risks associated with AI, or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals, could negatively impact our business and our reputation49% rewritten
  3. 41Unsuccessful compliance with certain European privacy regulations could have an adverse effect on our business and reputation
  4. 42We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business

Other Risks

  1. 43Since we received grants from the IIA, we are subject to on-going restrictions
  2. 44Recent global inflation may adversely affect our business results
  3. 45Non-compliance with environmental, social, and governance (“ESG”) practices could harm our reputation, or otherwise adversely impact our business, while increased attention to ESG initiatives could increase our costs
  4. 46While we may, at times, engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) or commitments to improve the ESG profile of our company and/or products, such initiatives or achievements of such commitments may not have the desired effect and may be costly
  5. 47Since we have signed the EIB Finance Agreement, we agreed to guaranty the loan as well as agreed to limitations that require us to notify the EIB, and in some cases obtain their approval, before we engage with other banks for additional sources of funding or with potential partners for certain strategic activities91% rewritten

Other Pluri 10-Ks

  • FY2026 10-K risk factors
    47 risks4 new4 dropped12 reworded

    Nasdaq MVLS noncompliance now has a 180-day cure period to $35 million, making listing and capital access central.

    Filed Sep 10, 2026
  • FY2024 10-K risk factors
    44 risks

    Pluri relies heavily on external capital raising and equity sales to fund its cash-constrained operations. The company faces significant regulatory, development, and commercialization hurdles across cell therapy, food tech, and agriculture. Nasdaq listing compliance is threatened due to a failure to meet stockholders equity requirements.

    Filed Sep 18, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.