--- title: "Pluri gets Nasdaq audit committee notice" url: "https://aibio.space/news/pluri-gets-nasdaq-audit-committee-notice-after-director-doron-birger/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-07-03" section: "Listings" tickers: "NASDAQ:PLUR" source: "https://www.sec.gov/Archives/edgar/data/1158780/000121390025061364/ea0248143-8k_pluri.htm" summary: "Pluri told Nasdaq it fell below the three-independent-director minimum for its audit committee after shareholders voted against director Doron Birger, who" --- By the aibio.space news desk. Sources - [Pluri Inc. Form 8-K filed July 3, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1158780/000121390025061364/ea0248143-8k_pluri.htm) - [ea0213910-10k_pluriinc.htm](https://www.sec.gov/Archives/edgar/data/1158780/000121390024079861/ea0213910-10k_pluriinc.htm) [PLUR](https://aibio.space/companies/pluri/) 2025-07-03 # Pluri gets Nasdaq audit committee notice after director Doron Birger is not re-elected Tickers [PLUR](https://aibio.space/companies/pluri/) Pluri told Nasdaq it fell below the three-independent-director minimum for its audit committee after shareholders voted against director Doron Birger, who chaired it. The cure period ends no later than June 30, 2026, and the company says it will add an independent director. ## Key facts - **Company**: Pluri Inc. (NASDAQ: PLUR) - **News type**: Listings - **Primary source**: [Pluri Inc. Form 8-K filed July 3, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1158780/000121390025061364/ea0248143-8k_pluri.htm) *Marble steps and columns of a supreme court building. CC0, via rawpixel. The picture shows the field, not the companies named.* Pluri Inc. (Nasdaq: [PLUR](https://aibio.space/companies/pluri/)) told Nasdaq on June 30, 2025 that it no longer meets the exchange's audit committee rule, after shareholders did not re-elect director Doron Birger. Nasdaq's letter of July 2, 2025 gave the company a cure period. The company reported the deficiency in a [Form 8-K filed July 3, 2025](https://www.sec.gov/Archives/edgar/data/1158780/000121390025061364/ea0248143-8k_pluri.htm), which also reported the results of its annual meeting. ## The vote that removed the audit chair Pluri held its 2025 annual meeting on June 30, 2025. Birger received 1,270,717 votes for and 2,720,350 against, with 598 abstentions and 778,972 broker non-votes. He had been an independent director, chairman of the audit committee and the sole member of the investment committee. He stopped serving on all of them immediately. ## The rule and the deadline Nasdaq Listing Rule 5605(c)(2)(A) requires the audit committee to have at least three independent directors. Under Rule 5605(c)(4), Nasdaq gave Pluri a cure period. It ends on the earlier of the company's next annual meeting or June 30, 2026. If the next annual meeting is held before December 29, 2025, the company must show compliance by June 30, 2026. Pluri says it intends to appoint an additional independent director to the board and the audit committee before the period ends. The 8-K does not name a candidate. ## Warrants held by a director nominee's affiliate The meeting also asked shareholders to approve, for Nasdaq Rule 5635(d) purposes, the exercise of common warrants and pre-funded warrants for up to 1,086,768 common shares. Those warrants were issued under a Securities Purchase Agreement dated January 23, 2025, as amended on April 25, 2025. The buyer was a company wholly beneficially owned by Alexandre Weinstein, one of the director nominees, in a private placement. The proposal passed with 3,530,251 votes for and 47,936 against, with 5,668 abstentions. The 8-K says Weinstein's own shares were excluded from that count because he is the beneficial owner of the buyer. Weinstein received 3,942,043 votes for and 49,033 against as a director nominee. The filing does not say what the warrants are priced at or how much cash they would bring in. ## The other votes The other five nominees each received more votes for than against: Zami Aberman, Rami Levi, Maital Shemesh-Rasmussen, Yaky Yanay and Weinstein. Yanay received 3,930,082 votes for and 60,997 against. Shareholders ratified Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as auditor for the year ending June 30, 2025, with 5,164,886 votes for. They approved the 2016 Equity Compensation Plan with 3,914,964 votes for and 69,257 against. On the advisory vote on executive pay, 3,919,160 votes were for and 66,894 against. For how often to hold that vote, "Two Years" drew 2,403,566 votes, and the board adopted a two-year cycle. The next advisory vote will come at the 2027 annual meeting. ## The company and its losses Pluri's annual report on Form 10-K for the year ended June 30, 2024, filed September 18, 2024, describes a biotechnology company with a three-dimensional cell expansion platform and an in-house cell manufacturing facility. Its headquarters are in Haifa, Israel. The company reported a net loss of $21,344 thousand for fiscal 2024, against $28,887 thousand for fiscal 2023. Net loss attributed to shareholders was $20,888 thousand in 2024. At June 30, 2024, Pluri had cash and cash equivalents of $6,783 thousand and short-term bank deposits of $23,202 thousand. The annual report says Nasdaq sent it a deficiency letter on May 28, 2024, and lists possible loss of the listing among its risks. Chief Financial Officer Liat Zalts signed the 8-K on July 3, 2025. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story PLUR Pluri Inc. 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