Material Event (Form 8-K)

Item 8.01 Other Events.

On August 12, 2026, Ever After Foods Ltd. ("EAF"), an indirect majority-owned subsidiary of Pluri Inc. (the "Company"), entered into a share purchase agreement (the "Share Purchase Agreement") with Fishway BV ("Fishway") and the holders of certain securities of Fishway as specified in the Share Purchase Agreement (the "Sellers").

Pursuant to the Share Purchase Agreement, and subject to the satisfaction or waiver of customary closing conditions, EAF agreed to acquire all of the outstanding share capital of Fishway in exchange for the issuance of EAF's ordinary shares to the Sellers (the "Transaction"). The Transaction is intended to support EAF's European strategy through Fishway's Belgian corporate presence and development-stage research activities relating to cell lines and culture media for potential use in the cultivated seafood industry.

In connection with the Transaction, EAF and certain of the Sellers (the "Investors") entered into a simple agreement for future equity (the "SAFE Agreement"), pursuant to which the Investors agreed to invest an aggregate principal amount of $2.0 million in EAF (the "SAFE Amount").

The Company is not a party to the Share Purchase Agreement or any related Transaction agreements. Through a wholly owned subsidiary, the Company currently indirectly owns approximately 69% of EAF's outstanding share capital. Following completion of the Transaction, the Company expects that its indirect ownership interest in EAF will be reduced to approximately 58%, reflecting dilution to EAF's shareholders in connection with the Transaction.

The Closing Date of the Transaction is expected to occur within 30 days from the date of the Share Purchase Agreement, subject to the satisfaction or waiver of customary closing conditions, including the approval of the amended and restated articles of association of EAF and other required corporate approvals.