Sec Form 13D Filing - Chutzpah Holdings Limited filing for - 2026-01-05

1 Pursuant to the Securities Purchase Agreement dated January 23, 2025 (the "Securities Purchase Agreement"), entered into between Chutzpah Holdings Limited ("CHL") and the Issuer relating to a private placement offering of: 1,383,948 shares of common stock, par value $0.00001 per share of the Issuer (the "Common Shares"), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 26,030 Common Shares, and (iii) warrants to purchase up to 84,599 Common Shares (the "Common Warrants"). The purchase price for each Common Share is $4.61. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Issuer's shareholders (subsequently received on June 30, 2025), and remain exercisable until exercised in full. The Common Warrants have an exercise price of $5.568 per share and will be exercisable for three years following June 3, 2025. On March 13, 2025, the Issuer, Pluri Biotech Ltd., a wholly owned subsidiary of the Issuer (the "Pluri Biotech"), entered into a Share Purchase Agreement with CHL and Plantae Bioscience Ltd ("Plantae"), pursuant to which CHL and Plantae: (i) sold to Pluri Biotech, 400,000 ordinary shares and 175,000 preferred seed-1 shares, representing approximately 71.1% of the equity of Kokomodo Ltd.(on a fully diluted basis), an Israeli company ("Kokomodo," and such shares, the "Purchased Interests") and (ii) transferred to Pluri Biotech, a convertible loan, pursuant to an assignment and assumption agreement, reflecting a principal aggregate amount of $0.5 million. In consideration for the sale, transfer and conveyance of the Purchased Interests, the Issuer paid the Reporting Person an aggregate purchase price of $4.5 million, payable in 976,139 common shares of the Company, which as of January 23, 2025, represented 12.14% of the Issuer's issued and outstanding share capital on a fully diluted basis after the deemed issuance of the above consideration shares. Of the 976,139 common shares of the Issuer, 452,702 was issued to Plantae and 523,437 was issued to CHL. CHL owns approximately 78% of Plantae. On April 25, 2025, the Reporting Person and the Issuer entered into an amendment to the Securities Purchase Agreement, whereby the Company and the Investor agreed to exchange 976,139 of the Common Shares for additional pre-funded warrants to purchase up to 976,139 Common Shares. The additional pre-funded warrants issued to the Investor have the same terms as the Pre-Funded Warrants issued pursuant to the Securities Purchase Agreement, and as such, they have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Company's shareholders, as required by the applicable rules of the Nasdaq Capital Market, and remain exercisable until exercised in full. have an exercise price of $0.0001 per share, are exercisable at any time following the receipt of certain approvals from the Issuer's shareholders (subsequently received on June 30, 2025), and remain exercisable until exercised in full. At the time of the exchange, CHL held 931,246 Common Shares (1,383,948 Common Shares plus 523,437 Common Shares minus 976,139 Common Shares exchanged for an equal amount of pre-funded warrants). On October?29,?2025, pursuant to shareholder approval for the exercise of pre-funded warrants and common warrants at the shareholder meeting held on June 30, 2025, the Reporting Person exercised pre funded warrants to acquire 1,002,169 shares of Common Stock of the Issuer at an exercise price of $0.0001 per share. The pre funded warrants were originally issued pursuant to the Securities Purchase Agreement dated January?23,?2025, as amended April 25, 2025. As on date, the Reporting Person holds 2,018,014 Common Shares (931,246 Common Shares plus 1,002,169 Common Shares plus 84,599 unexercised warrants to purchase Common Shares). 2 Indicates the Reporting Person 's ownership of 2,018,014 Common Shares directly held. 3 Calculated on the basis of 2,018,014 Common Shares directly held and 10,661,533 total outstanding shares of the Issuer (calculated on a fully diluted basis which includes 5,643 fully vested shares of stock, and assumes the exercise of Chutzpah Holdings LP's 625,000 common warrants to purchase Common Shares).

4 On December 8, 2025, the Issuer entered into an additional Securities Purchase Agreement with Chutzpah Holdings LP (the "CHLP"), a limited partnership beneficially owned by Mr. Alexandre Weinstein, ("Mr. Weinstein"), relating to a private placement offering of: (i) 625,000 common shares, par value $0.00001 per share (the "CHLP Common Shares") of the Company, and (ii) warrants (the "CHLP Common Warrants") to purchase up to 625,000 Common Shares. The combined purchase price for each CHLP Common Share and CHLP Common Warrant is $4.00. The CHLP Common Warrants are exercisable immediately at an exercise price of $4.25 per share and will be exercisable until June 30, 2026. The CHLP Common Warrants contain customary anti-dilution provisions and are subject to a 35% beneficial ownership limitation. 5 Indicates CHLP's ownership of 1,250,000 Common Shares, assuming exercise of the CHLP Common Warrants in full. 6 Calculated on the basis of: (i) CHLP exercising the CHLP Common Warrants and holding 1,250,000 Common Shares directly; and (ii) 10,661,533 total outstanding shares of the Issuer (calculated on a fully diluted basis which includes Mr. Weinstein's 5,643 fully vested shares of stock).

7 On March 13, 2025, the Issuer, Pluri Biotech, entered into a Share Purchase Agreement with CHL and Plantae, pursuant to which CHL and Plantae: (i) sold to Pluri Biotech, 400,000 ordinary shares and 175,000 preferred seed-1 shares, representing approximately 71.1% of the equity of Kokomodo (on a fully diluted basis), and (ii) transferred to Pluri Biotech, a convertible loan, pursuant to an assignment and assumption agreement, reflecting a principal aggregate amount of $0.5 million. In consideration for the sale, transfer and conveyance of the Purchased Interests, the Issuer paid the Reporting Person an aggregate purchase price of $4.5 million, payable in 976,139 common shares of the Company, which as of January 23, 2025, represented 12.14% of the Issuer's issued and outstanding share capital on a fully diluted basis after the deemed issuance of the above consideration shares. Of the 976,139 common shares of the Issuer, 452,702 was issued to Plantae and 523,437 was issued to CHL. CHL owns approximately 78% of Plantae. 8 Calculated on the basis of: (i) Plantae's ownership of 452,702 Common Shares; and (ii) 10,661,533 total outstanding shares of the Issuer (calculated on a fully diluted basis).

9 As of the date of this filing, 4,189 RSUs have vested, with 1,281 RSUs (from the 10,250 RSUs grant) to vest on February 25, 2026, and 173 RSUs (from the 519 RSUs grant) to vest on February 28, 2026. The remaining 5,126 RSUs are unvested and subject to future vesting conditions. Unvested RSUs confer no voting rights or dividend entitlements until settlement into common shares. Additional RSUs will vest thereafter, which may increase Mr. Weinstein's ownership. Mr. Weinstein will amend this Schedule 13D as required by law. 10 See note above. 11 See note above. 12 See note above. 13 See note above.