SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
PLURI INC.
(Name of Issuer)
Common Shares, par value $0.00001 per share
(Title of Class of Securities)
72942G 104
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| |
☐ |
Rule 13d-1(b) |
| |
|
|
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☒ |
Rule 13d-1(c) |
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|
|
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☐ |
Rule 13d-1(d) |
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP No.
72942G 104 |
13G/A |
Page
2 of 10 Pages |
| 1. |
Names of Reporting Persons
Shayna LP(1) |
| 2. |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
(a) ☐
(b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,354,058 (2) |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
3,354,058(2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,354,058(2) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |
☐ |
| 11. |
Percent of Class Represented by Amount in Row (9)
8.1%(3) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) |
Carmel Argaman Investments Ltd. (“Carmel”) is the general partner of Shayna LP. As of September 27, 2023, Avraham Levin Holdings Ltd., a company incorporated under the laws of the state of Israel, which is wholly owned by Mr. Avraham Levin, is the sole shareholder of Carmel following a transfer of shares agreement between Guy David Shantser and Avraham Levin Holdings Ltd. Shayna LP, Carmel, Avraham Levin Holdings Ltd., and Mr. Avraham Levin are collectively referred to as the “Reporting Persons”. |
| |
|
| (2) |
As of December 31, 2023, Shayna LP is the beneficial owner of 3,354,058 Common Shares, par value $0.00001 per share (“Common Shares”) of Pluri Inc. (the “Issuer”), and warrants to purchase up to 3,599,621 Common Shares exercisable within 60 days of December 31, 2023, granted to Shayna LP pursuant to a Common Stock Purchase Warrant. Pursuant to the Common Stock Purchase Warrant, Shayna LP shall not have the right to exercise the warrants to the extent that after giving effect to issuance of Common Shares following such exercise, Shayna LP, would beneficially own in excess of 4.99% of the number of Common Shares outstanding. |
| |
|
| (3) |
Based on a total of 41,480,172 Common Shares outstanding as of November 13, 2023, as reported in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities and Exchange Commission (the “SEC”), on November 13, 2023. |
| CUSIP No.
72942G 104 |
13G/A |
Page
3 of 10 Pages |
| 1. |
Names of Reporting Persons
Carmel Argaman Investments Ltd. |
| 2. |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
(a) ☐
(b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,354,058 (1) |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
3,354,058(1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,354,058 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |
☐ |
| 11. |
Percent of Class Represented by Amount in Row (9)
8.1% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| (1) | As
of December 31, 2023, Carmel is the beneficial owner of warrants to purchase up to 291,262 Common Shares exercisable within 60 days of
December 31, 2023, granted to Carmel pursuant to a Common Stock Purchase Warrant. Pursuant to the Common Stock Purchase Warrant, Carmel
shall not have the right to exercise the warrants to the extent that after giving effect to issuance of Common Shares following such
exercise, Carmel, would beneficially own in excess of 4.99% of the number of Common Shares outstanding. |
| CUSIP No.
72942G 104 |
13G/A |
Page
4 of 10 Pages |
| 1. |
Names of Reporting Persons
Avraham Levin Holdings Ltd. |
| 2. |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
(a) ☐
(b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,354,058 (1) |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
3,354,058(1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,354,058 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |
☐ |
| 11. |
Percent of Class Represented by Amount in Row (9)
8.1% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No.
72942G 104 |
13G/A |
Page
5 of 10 Pages |
| 1. |
Names of Reporting Persons
Avraham Levin |
| 2. |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
(a) ☐
(b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,354,058 |
| 7. |
Sole Dispositive Power
0 |
| 8. |
Shared Dispositive Power
3,354,058 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,354,058 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) |
☐ |
| 11. |
Percent of Class Represented by Amount in Row (9)
8.1% |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| CUSIP No.
72942G 104 |
13G/A |
Page
6 of 10 Pages |
This Amendment No. 2 to Schedule 13G (this “Schedule 13G/A”)
amends and supplements the Schedule 13G initially filed with the SEC on February 16, 2023 (the “Schedule 13G”) by Shayna LP,
a limited partnership organized under the laws of the Cayman Islands, and the Schedule 13G/A filed with the SEC on September 15, 2023.
| Item 1(a). |
Name of Issuer |
This item is not being amended by this Schedule
13G/A.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices |
This item is not being amended by this Schedule
13G/A.
| Item 2(a). |
Name of Person Filing |
This item is amended and restated by this Schedule
13G/A as follows:
This Schedule is filed on behalf of each of the following Reporting
Persons:
Shayna LP, a limited partnership organized under the laws of the Cayman
Islands.
Carmel, a company organized under the laws of the State of Israel.
Carmel serves as the general partner of Shayna LP.
Avraham Levin Holdings Ltd., a company organized under the laws of
the State of Israel. Avraham Levin Holdings Ltd. is the sole shareholder of Carmel.
Avraham Levin, a citizen of the State of Israel. Avraham Levin is the
sole shareholder of Avraham Levin Holdings Ltd.
| Item 2(b). |
Address of Principal Business Offices or, if None, Residence |
The address of each Reporting Person is:
Shayna LP
CO Services, P.O. Box 10008
Willow House, Cricket Square
Grand Cayman, KY1-1001
Cayman Islands
Carmel
34 Kahal Street
Meitar, Israel 8502500
Avraham Levin Holdings Ltd.
34 Kahal Street
Meitar, Israel 8502500
Avraham Levin
34 Kahal Street
Meitar, Israel 8502500
| CUSIP No.
72942G 104 |
13G/A |
Page
7 of 10 Pages |
| Item 2(c). |
Place of Organization. |
This item is amended and restated by this Schedule 13G/A as follows:
Shayna LP is organized under the laws of the Cayman Islands.
Carmel is organized under the laws of the State of Israel.
Avraham Levin Holdings Ltd. is organized under the laws of the State
of Israel.
Avraham Levin is a citizen of the State of Israel.
| Item 2(d). |
Title of Class of Securities |
This item is not being amended by this Schedule
13G/A.
This item is not being amended by this Schedule
13G/A.
| Item 3. |
If the statement is being filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person is a: |
This item is not being amended by this Schedule
13G/A.
This item is amended and restated by this Schedule 13G/A as follows:
| (a) |
Amount beneficially owned: |
Each of the Reporting Persons is deemed
to beneficially own 3,354,058 shares of the Issuer’s Common Shares and warrants to purchase up to 3,599,621 Common Shares exercisable
within 60 days of December 31, 2023, granted to Shayna LP pursuant to a Common Stock Purchase Warrant. Pursuant to the Common Stock Purchase
Warrant, Shayna LP shall not have the right to exercise the warrants to the extent that after giving effect to issuance of Common Shares
following such exercise, Shayna LP would beneficially own in excess of 4.99% of the number of Common Shares outstanding.
Shayna LP, Carmel, Avraham Levin Holdings Ltd.,
and Mr. Avraham Levin – 8.1%
| (c) |
Number of shares as to which each of the Reporting Persons has: |
| (i) |
|
Sole power to vote or to direct the vote: 0 |
| (ii) |
|
Shared power to vote or to direct the vote: 3,354,058 |
| (iii) |
|
Sole power to dispose or to direct the disposition of: 0 |
| (iv) |
|
Shared power to dispose or to direct the disposition of: 3,354,058 |
| (1) | Based on a total of 41,480,172 Common Shares outstanding as
of November 13, 2023, in the Quarterly Report on Form 10-Q of the Issuer filed with the SEC on November 13, 2023. |
| CUSIP No.
72942G 104 |
13G/A |
Page
8 of 10 Pages |
| Item 5. |
Ownership of Five Percent or Less of a Class |
This item is not being amended by this Schedule
13G/A.
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person |
This item is not being amended by this Schedule
13G/A.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
This item is not being amended by this Schedule
13G/A.
| Item 8. |
Identification and Classification of Members of the Group |
This item is not being amended by this Schedule
13G/A.
| Item 9. |
Notice of Dissolution of Group |
This item is not being amended by this Schedule
13G/A.
By signing below each Reporting Person certifies
that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.14a-11.
| CUSIP No.
72942G 104 |
13G/A |
Page
9 of 10 Pages |
SIGNATURE
After reasonable inquiry
and to the best of its knowledge and belief, each Reporting Person certifies that the information set forth in this statement is true,
complete and correct.
| Dated: February 13, 2024 |
|
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SHAYNA LP |
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By: Carmel Argaman Investments Ltd., general partner |
| |
By: |
/s/ Avraham Levin |
| |
Name: |
Avraham Levin |
| |
Title: |
Sole Shareholder |
| |
CARMEL ARGAMAN INVESTMENTS LTD. |
| |
By: |
/s/ Avraham Levin |
| |
Name: |
Avraham Levin |
| |
Title: |
Sole Shareholder |
| |
AVRAHAM LEVIN HOLDINGS LTD. |
| |
By: |
/s/ Avraham Levin |
| |
Name: |
Avraham Levin |
| |
By: |
/s/ Avraham Levin |
| |
Name: |
Avraham Levin |
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
| CUSIP No.
72942G 104 |
13G/A |
Page
10 of 10 Pages |
EXHIBIT INDEX
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Schedule
13G/A with respect to the shares of Pluri Inc. dated as of February 13, 2024, is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 13, 2024
| |
By: Carmel Argaman Investments Ltd., general partner |
| |
By: |
/s/ Avraham Levin |
| |
Name: |
Avraham Levin |
| |
Title: |
Sole Shareholder |
| |
CARMEL ARGAMAN INVESTMENTS LTD. |
| |
By: |
/s/ Avraham Levin |
| |
Name: |
Avraham Levin |
| |
Title: |
Sole Shareholder |
| |
AVRAHAM LEVIN HOLDINGS LTD. |
| |
By: |
/s/ Avraham Levin |
| |
Name: |
Avraham Levin |
| |
Title: |
Sole Shareholder |
| |
By: |
/s/ Avraham Levin |
| |
Name: |
Avraham Levin |
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