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Pluri Secures $6.5 Million Strategic Investment at Premium to Market, Enters Cacao Market Through Acquisition

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Pluri Inc. (PLUR) has secured a $6.5 million strategic investment from global investor Alejandro Weinstein at $4.61 per share, representing a premium to market. The investment includes common shares, warrants, and pre-funded warrants. Concurrently, Pluri is acquiring a 71% stake in Kokomodo , an AgTech company specializing in cultivated cacao production, for $4.5 million in Pluri common shares.

The transactions aim to strengthen Pluri's position in sustainable food technologies. As part of the deal, Weinstein will join Pluri's Board of Directors. The investment closing is expected around January 31, 2025, while the Kokomodo acquisition is anticipated to complete in Q2 2025. Both transactions require shareholder approval and other regulatory clearances.

The global cacao market, valued at $13.5 billion in 2023, is projected to reach $23.5 billion by 2030 with an 8.2% CAGR.

Pluri Inc. (PLUR) ha ottenuto un investimento strategico di 6,5 milioni di dollari da parte dell'investitore globale Alejandro Weinstein a 4,61 dollari per azione, con un premio rispetto al mercato. L'investimento include azioni ordinarie, warrant e warrant prefinanziati. Contestualmente, Pluri sta acquisendo una partecipazione del 71% in Kokomodo, un'azienda AgTech specializzata nella produzione di cacao coltivato, per 4,5 milioni di dollari in azioni ordinarie di Pluri.

Le transazioni mirano a rafforzare la posizione di Pluri nelle tecnologie alimentari sostenibili. Nell'ambito dell'accordo, Weinstein entrerà a far parte del Consiglio di Amministrazione di Pluri. La chiusura dell'investimento è prevista intorno al 31 gennaio 2025, mentre si prevede che l'acquisizione di Kokomodo si completi nel secondo trimestre del 2025. Entrambe le transazioni richiedono l'approvazione degli azionisti e altre autorizzazioni normative.

Il mercato globale del cacao, valutato 13,5 miliardi di dollari nel 2023, si prevede raggiungerà i 23,5 miliardi di dollari entro il 2030 con un tasso di crescita annuale composto (CAGR) dell'8,2%.

Pluri Inc. (PLUR) ha conseguido una inversión estratégica de 6,5 millones de dólares del inversor global Alejandro Weinstein a 4,61 dólares por acción, lo que representa una prima sobre el mercado. La inversión incluye acciones comunes, opciones y opciones prefinanciadas. Al mismo tiempo, Pluri está adquiriendo una participación del 71% en Kokomodo, una empresa AgTech especializada en la producción de cacao cultivado, por 4,5 millones de dólares en acciones comunes de Pluri.

Las transacciones tienen como objetivo fortalecer la posición de Pluri en las tecnologías alimentarias sostenibles. Como parte del acuerdo, Weinstein se unirá a la Junta Directiva de Pluri. Se espera que el cierre de la inversión ocurra alrededor del 31 de enero de 2025, mientras que se anticipa que la adquisición de Kokomodo se complete en el segundo trimestre de 2025. Ambas transacciones requieren la aprobación de los accionistas y otras autorizaciones regulatorias.

El mercado global del cacao, valorado en 13,5 mil millones de dólares en 2023, se proyecta que alcance los 23,5 mil millones de dólares para el 2030 con una tasa de crecimiento anual compuesta (CAGR) del 8,2%.

Pluri Inc. (PLUR)는 글로벌 투자자 Alejandro Weinstein으로부터 주당 4.61달러의 전략적 투자금 650만 달러를 확보하였으며, 이는 시장 가격 대비 프리미엄을 나타냅니다. 이 투자는 보통주, 워런트 및 사전 자금 지원 워런트를 포함합니다. 동시에 Pluri는 Kakomodo에서 71%의 지분을 인수하고 있으며, 이는 재배된 카카오 생산을 전문으로 하는 AgTech 회사로, Pluri의 보통주 450만 달러로 이루어집니다.

이번 거래는 Pluri의 지속 가능한 식품 기술에서의 위치를 강화하는 것을 목표로 하고 있습니다. 계약의 일환으로 Weinstein은 Pluri의 이사회에 합류할 예정입니다. 투자의 마감은 2025년 1월 31일경에 예상되며, Kakomodo 인수는 2025년 2분기에 완료될 것으로 예상됩니다. 두 거래 모두 주주 승인 및 기타 규제 승인을 요구합니다.

2023년 135억 달러로 평가된 전 세계 카카오 시장은 2030년까지 235억 달러에 이를 것으로 예상되며, 연평균 성장률(CAGR)은 8.2%입니다.

Pluri Inc. (PLUR) a sécurisé un investissement stratégique de 6,5 millions de dollars de la part de l'investisseur mondial Alejandro Weinstein à 4,61 dollars par action, ce qui représente une prime par rapport au marché. Cet investissement comprend des actions ordinaires, des warrants et des warrants préfinancés. En parallèle, Pluri acquiert une participation de 71 % dans Kokomodo, une entreprise AgTech spécialisée dans la production de cacao cultivé, pour 4,5 millions de dollars en actions ordinaires de Pluri.

Ces transactions visent à renforcer la position de Pluri dans les technologies alimentaires durables. Dans le cadre de l'accord, Weinstein rejoindra le conseil d'administration de Pluri. La clôture de l'investissement est prévue autour du 31 janvier 2025, tandis que l'acquisition de Kokomodo devrait être finalisée au deuxième trimestre de 2025. Les deux transactions nécessitent l'approbation des actionnaires et d'autres autorisations réglementaires.

Le marché mondial du cacao, évalué à 13,5 milliards de dollars en 2023, devrait atteindre 23,5 milliards de dollars d'ici 2030, avec un taux de croissance annuel composé (CAGR) de 8,2 %.

Pluri Inc. (PLUR) hat eine strategische Investition in Höhe von 6,5 Millionen Dollar von dem globalen Investor Alejandro Weinstein zu einem Preis von 4,61 Dollar pro Aktie gesichert, was eine Prämie gegenüber dem Markt darstellt. Die Investition umfasst Stammaktien, Optionen und vorfinanzierte Optionen. Gleichzeitig erwirbt Pluri einen 71%-Anteil an Kokomodo, einem AgTech-Unternehmen, das sich auf die Kultivierung von Kakao spezialisiert hat, für 4,5 Millionen Dollar in Pluri-Stammaktien.

Die Transaktionen zielen darauf ab, die Position von Pluri im Bereich nachhaltiger Lebensmitteltechnologien zu stärken. Im Rahmen des Deals wird Weinstein dem Vorstand von Pluri beitreten. Der Abschluss der Investition wird um den 31. Januar 2025 erwartet, während die Akquisition von Kokomodo im zweiten Quartal 2025 abgeschlossen werden soll. Beide Transaktionen erfordern die Genehmigung der Aktionäre und andere regulatorische Genehmigungen.

Der globale Kakaomarkt, der im Jahr 2023 mit 13,5 Milliarden Dollar bewertet wird, wird bis 2030 voraussichtlich einen Wert von 23,5 Milliarden Dollar erreichen und eine jährliche Wachstumsrate (CAGR) von 8,2 % aufweisen.

Positive
  • Strategic investment of $6.5M at premium price of $4.61 per share
  • Acquisition of 71% stake in Kokomodo expands into cacao market
  • Addition of experienced board member with M&A expertise
  • Entry into cacao market with projected 8.2% CAGR through 2030
Negative
  • Shareholder dilution from new share issuance
  • Multiple regulatory approvals required for deal completion
  • Contingent transaction structure with uncertain closing timeline

Insights

This strategic transaction represents a significant milestone for Pluri, demonstrating strong investor confidence through a $6.5M investment at $4.61 per share - a notable premium to current market prices. The deal structure is particularly sophisticated, combining immediate equity with performance-linked warrants that could provide additional $0.47M in future capital.

The acquisition of 71% stake in Kokomodo for $4.5M in stock shows careful capital preservation while expanding into the lucrative cacao market. This structure minimizes cash outlay while maintaining strategic control. The deal's backstop provision, requiring a $1.5M minimum investment in case the main transaction fails, demonstrates prudent risk management.

Key strategic benefits include:

  • Immediate entry into the $13.5B cacao market with 8.2% CAGR
  • Synergistic combination of Pluri's industrial-scale production capabilities with Kokomodo's cell line expertise
  • Addition of seasoned board member with proven M&A track record ($5B+)
  • Strengthened balance sheet without immediate dilution from warrant exercise

The transaction's timing aligns with Pluri's expansion in sustainable food technologies, following their ventures in cultivated meat and coffee. The deal structure and valuation suggest a well-negotiated transaction that balances growth opportunities with shareholder interests.

  • Private placement of $6.5 million with a global investor and entrepreneur, Mr. Alejandro Weinstein, who will join Pluri’s Board of Directors
  • Pluri to purchase approximately 71% of Kokomodo Ltd.’s shares, a leading AgTech company focused on the production of cacao, subject to shareholder approval

HAIFA, Israel, Jan. 23, 2025 (GLOBE NEWSWIRE) -- Pluri Inc. (Nasdaq: PLUR) (TASE:PLUR) ("Pluri" or the “Company"), a leading biotechnology company leveraging its proprietary platform for cell-based solutions to create a collaborative network of ventures, today announced a $6.5 million strategic private investment (“the Investment”) led by global investor Alejandro Weinstein (the “Investor”), who will join Pluri’s Board of Directors. Concurrently, Pluri is acquiring a 71% stake in Kokomodo Ltd. (“Kokomodo”), an AgTech company specializing in cultivated cacao production, for $4.5 million payable in the Company’s Common Shares (the “Common Shares” and the “Kokomodo Transaction”, respectively). The Investment and the Kokomodo Transaction position Pluri to expand its leadership in sustainable food technologies and strengthen its strategic growth and operational capabilities.

Pursuant to a securities purchase agreement (the “Purchase Agreement”) between the Company and a company wholly-owned by the Investor, the Investment consists of the issuance and sale of (i) 1,383,948 shares of the Company’s Common Shares, at a purchase price of $4.61 per Common Share; (ii) warrants to purchase up to 84,599 Common Shares at an exercise price of $5.568 per share (the “Common Warrants”); and (iii) pre-funded warrants to purchase up to 26,030 Common Shares with an exercise price equal to $0.0001 per share (the “Pre-Funded Warrants”), for aggregate gross proceeds of $6.5 million to Pluri. The Company intends to use the net proceeds from the Investment for working capital and general corporate purposes. The exercise of the Common Warrants and Pre-Funded Warrants sold in the Investment are subject to Pluri shareholder approval. The closing of the Investment is expected to occur on or about January 31, 2025 (the “Closing Date”), subject to the satisfaction of certain customary closing conditions.

Concurrently with the Investment, the Company and the Investor entered into a binding term sheet (the “Term Sheet”) for the purchase by Pluri of shares representing approximately 71% of Kokomodo for an aggregate purchase price of $4.5 million, payable by the Company in 976,139 newly issued Common Shares. The transactions contemplated by the Term Sheet, including the issuance of the Common Shares to the Investor, will be subject to, among other conditions, the successful completion of due diligence by both parties, the execution of a binding definitive agreement, which shall include customary closing conditions, and compliance with any regulatory and corporate approvals, including approval by Pluri’s shareholders.

The Investment and the Kokomodo Transaction (together, the “Transactions”) are aimed at strengthening Pluri’s financial position and accelerating its expansion into the cultivated cacao market through the acquisition of a majority stake in Kokomodo, an Israeli company focused on crafting climate-resilient cacao using cellular agriculture technology. According to Grand View Research, the global cacao market was valued at $13.5 billion in 2023 and expected to grow at a CAGR of 8.2% to $23.5 billion by 2030.

Key Highlights of the Transactions:

  • $6.5 Million Equity Investment: On the closing date, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Investor will purchase the securities for an aggregate purchase price of $6.5 million in cash. The Common Warrants will be exercisable over 3 years at an exercise price of $5.56 per share. This capital infusion is aimed at strengthening Pluri’s balance sheet and supporting ongoing innovation and strategic growth across its cell-based technology platform.
  • Strategic Acquisition: Pursuant to the Term Sheet, Pluri will acquire at least a 71% stake in Kokomodo from Chutzpah Holdings Ltd. and Plantae Ltd., which are both under the control of Mr. Weinstein, for $4.5 million, payable in 976,139 Pluri Common Shares (based on a price per share of $4.61). This transaction is aimed at enabling Pluri to drive the growth and expansion of Kokomodo’s operations, by leveraging its innovative cultivated cacao solutions to capitalize on the growing demand for sustainable food technologies.
  • Board Representation: Pursuant to the Purchase Agreement, on the closing date, the Company will appoint Mr. Weinstein to its Board of Directors, and such right shall continue so long as he continues to hold at least 10% of the Company’s Common Shares.
  • Regulatory Approvals: Both Transactions are subject to customary regulatory and corporate approvals, including those from the European Investment Bank, Nasdaq, and the Tel Aviv Stock Exchange. The consummation of the Kokomodo Transaction and the exercise of the Common Warrants and Pre-Funded Warrants sold in the Investment are also subject to Pluri shareholders’ approval.

“At Pluri, we are committed to pioneering sustainable and impactful solutions for the food industry, as demonstrated by our launch of both Ever After Foods for cultivated meat and Coffeesai for cell-based coffee,” said Yaky Yanay, Chief Executive Officer and President of Pluri. “We are pleased that Mr. Weinstein understands our mission and will take part in shaping our strategy as we progress. We believe that Mr. Weinstein’s equity investment will strengthen our financial foundation and allow us to advance our entry into the cultivated cacao market, with the goal of positioning Pluri as a leader in this sector, where demand is growing and alternative agricultural solutions are needed to feed our global population. We believe that the synergy between Kokomodo’s advancements in cell line development and Pluri’s industrial-scale production creates a strong foundation for innovation, positioning the company to lead the field of cultivated cacao and set new benchmarks in cultivated cacao technologies.”

Mr. Weinstein added that, “Pluri has already demonstrated the great potential of cell-based technologies to drive innovation forward in both the regenerative medicine and AgTech space. I welcome the opportunity to contribute to Pluri’s growth as I believe that sustainable and scalable food production is a global priority. I believe that these Transactions mark the beginning of a powerful partnership.”

Mr. Weinstein is a seasoned global investor and entrepreneur with over 20 years of leadership experience in the pharmaceutical, biotechnology, and sustainable technology sectors. As the former Chief Executive Officer of CFR Pharmaceuticals S.A., he successfully spearheaded the company's growth and its eventual acquisition by Abbott Laboratories in 2014, achieving an enterprise value of $3.2 billion. Throughout his career, Mr. Weinstein has played a pivotal role in mergers and acquisitions exceeding $5 billion, while also making strategic investments in healthcare and healthtech. His collaboration with Pluri underscores his commitment to advancing innovative technologies that address critical global challenges, including sustainable food production.

The securities described above were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

The Kokomodo Transaction is expected to close during the second quarter of 2025. There is no guarantee when or if the Kokomodo Transaction will be completed. However, in the event that the Kokomodo Transaction does not close for any reason other than due to Investor’s failure to meet its covenants and/or undertakings, or due to major diligence findings, then Investor agreed to sell to the Company, and the Company agreed to purchase from Investor, a certain portion of his shares in Kokomodo for an aggregate amount of $1 million at the same pre-money valuation as the original transaction, and for the Company to invest an additional $0.5 million in Kokomodo pursuant to a Simple Agreement for Future Equity (“SAFE”) instrument.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Pluri Inc.

Pluri™ is pushing the boundaries of science and engineering to create cell-based products for commercial use and is pioneering a biotech revolution that promotes global well-being and sustainability. The Company’s technology platform, a patented and validated state-of-the-art 3D cell expansion system, advances novel cell-based solutions for a range of challenges— from medicine and climate change to food scarcity, animal cruelty and beyond. Pluri’s method is uniquely accurate, scalable, cost-effective and consistent from batch to batch. Pluri currently operates in the regenerative medicine, foodtech and agtech fields. The Company also offers Contract Development and Manufacturing Organization services. Pluri establishes partnerships that are aimed to leverage the Company’s proprietary 3D cell-based technology across various industries that require effective, mass cell production. To learn more, visit us at www.pluri-biotech.com or follow Pluri on LinkedIn and X (formerly known as Twitter).

Safe Harbor Statement

This press release contains express or implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. For example, Pluri is using forward-looking statements when it discusses the expected closing of the Investment, the receipt of the proceeds and the intended use of the proceeds from the Investment, the expected purchase of Kokomodo’s shares by the Company for an aggregate purchase price of $4.5 million, the expectation that due diligence will be successfully completed by both parties, that a definitive agreement will be executed, that it will be compliant with any regulatory and corporate approvals, including shareholder approval, that the Kokomodo Transaction will close during the second quarter of 2025, and the potential transactions that may occur if the Kokomodo Transaction does not close, the expectation that the Investment will strengthen Pluri’s financial position, balance sheet, accelerate its expansion into the cultivated cacao market, support ongoing innovation and strategic growth across its cell-based technology platform, the expectation that the Company’s purchase of Kokomodo shares will enable Pluri to drive growth and expansion of Kokomodo’s operations by leveraging its innovative cultivated cacao solutions to capitalize on the growing demand for sustainable food technologies, the expectation that the Company will appoint Mr. Weinstein to its Board of Directors pursuant to the terms of the Purchase Agreement, the expectation that the Transactions will receive regulatory and corporate approvals, the expectation that Mr. Weinstein will provide the Company with strategic counseling, the belief that Pluri will be positioned as a leader in the cacao sector and the belief that the synergy between Kokomodo’s advancements in cell line development and Pluri’s industrial-scale production creates a strong foundation for innovation, positioning the company to lead the field of cultivated cacao and set new benchmarks in cultivated cacao technologies. These forward-looking statements and their implications are based on the current expectations of the management of Pluri 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 about Pluri: the conditions to the closing of the Transactions, including shareholder approval, may not be met; the parties may not successfully negotiate final documentation with respect to the Kokomodo Transaction; the expected benefits from the Transactions may not be realized; changes in technology and market requirements; Pluri may encounter delays or obstacles in launching and/or successfully completing its clinical trials, if necessary; its products may not be approved by regulatory agencies, its technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; it may be unable to retain or attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop with its processes; its products may wind up being more expensive than it anticipates; results in the laboratory may not translate to equally good results in real clinical settings; its patents may not be sufficient; its products may harm recipients or consumers; changes in legislation with an adverse impact; 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 Pluri to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, Pluri 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 Pluri reference is made to Pluri's reports filed from time to time with the Securities and Exchange Commission.

Contacts

Investors: investor.relations@pluri-biotech.com
Israel Media: Shachar Yental at shacharye@gitam.co.il
U.S. Media: Jessica Daitch at Jessica@quantum-corp.com


FAQ

What is the value and price of Pluri's (PLUR) strategic investment from Alejandro Weinstein?

Pluri secured a $6.5 million strategic investment at $4.61 per share, including common shares, warrants at $5.568 per share, and pre-funded warrants at $0.0001 per share.

How much of Kokomodo is Pluri (PLUR) acquiring and for what price?

Pluri is acquiring a 71% stake in Kokomodo for $4.5 million, payable in 976,139 newly issued Pluri common shares.

When are the Pluri (PLUR) investment and Kokomodo acquisition expected to close?

The investment is expected to close around January 31, 2025, while the Kokomodo acquisition is anticipated to complete in Q2 2025.

What is the projected growth of the cacao market that Pluri (PLUR) is entering?

The global cacao market, valued at $13.5 billion in 2023, is expected to grow at an 8.2% CAGR to reach $23.5 billion by 2030.

What happens if the Pluri (PLUR) Kokomodo acquisition fails to close?

If the acquisition fails, the investor will sell a portion of Kokomodo shares to Pluri for $1 million, and Pluri will invest an additional $0.5 million through a SAFE instrument.

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