Zeo ScientifiX, Inc. filed a Form 8-K on October 30, 2026, disclosing that on October 26, 2026, it entered into a definitive strategic Partnership Agreement with Pluri Inc. (Nasdaq and TASE: PLUR) structured as a license-for-equity transaction targeting the U.S. regenerative medicine, aesthetics, wellness, and longevity markets.

Key Highlights

  • 50% ownership: Following closing, Pluri will own fifty percent (50%) of Zeo ScientifiX's outstanding common shares, according to the filing.
  • Exclusive U.S. license: Pluri will grant ZEO an exclusive license to manufacture and commercialize Pluri's present and future regenerative medicine product portfolio in the United States.
  • Initial equity issuance: At closing, ZEO will issue shares to Pluri resulting in Pluri holding 41% of ZEO's issued and outstanding common stock, plus 50 shares of newly designated Series D Non-Convertible Preferred Stock.
  • Two warrants issued: ZEO will issue Pluri two five-year warrants - one to purchase up to 5% of outstanding shares at $4.00 per share, and one to purchase up to 2.5% of outstanding shares at $5.50 per share.
  • VWAP milestone: If ZEO's shares achieve a 10-consecutive-trading-day VWAP of $5.50, ZEO will issue Pluri additional shares equal to 5% of outstanding shares at that time (Tranche B Shares).
  • Cross-equity exchange: Ian Bothwell, Greyt Ventures LLC, and Dr. George Shapiro will exchange 4% of ZEO shares with Pluri for 4% of Pluri's outstanding common stock at closing.

ZEO and Pluri Structure License-for-Equity Partnership for U.S. Regenerative Medicine Market

According to the filing, Zeo ScientifiX, Inc. and Pluri Inc., described as "a Haifa, Israel-based biotechnology company that is engaged in leveraging its proprietary 3D cell expansion platform," entered into a definitive Partnership Agreement on October 26, 2026. The agreement is designed to expand the parties' U.S. manufacturing and commercialization operations across regenerative medicine, aesthetics, wellness, and longevity markets. The filing states that securities registered pursuant to Section 12(b) of the Act are listed as "None," with trading symbol "N/A," indicating ZEO does not have an exchange-listed class of securities under Section 12(b).

The filing describes the equity structure in detail. At closing, ZEO will issue shares to Pluri resulting in a 41% stake, followed by a share exchange in which Bothwell, Greyt Ventures LLC, and Dr. George Shapiro will exchange an aggregate of 4% of ZEO shares for 4% of Pluri's outstanding common stock, and ZEO will issue an additional 5% of its shares to Pluri in exchange for 5% of Pluri's outstanding common stock. The combined effect, the filing states, is that "Pluri will own fifty percent (50%) of ZEO's outstanding Shares" following closing. Existing controlling stockholders Ian Bothwell and Greyt Ventures LLC will surrender their Series C Non-Convertible Preferred Stock in exchange for 25 Series D Preferred Shares each.

The license granted to ZEO is described as exclusive (subject to certain exceptions) and ongoing unless terminated by Pluri due to ZEO's default. The agreement provides for royalties based on Net Sales, with rates increasing in stages as Pluri's equity percentage in ZEO decreases. The filing also notes anti-dilution protections: if ZEO securities convertible at $4.00 or less per share are exercised after closing, ZEO must issue Pluri additional shares quarterly to preserve Pluri's proportional position. The license may not be sublicensed or transferred without Pluri's prior written consent.

What Was Disclosed

Zeo ScientifiX disclosed the terms of a definitive Partnership Agreement with Pluri Inc. entered October 26, 2026, covering an exclusive U.S. manufacturing and commercialization license, an equity structure resulting in Pluri holding 50% of ZEO shares at closing, two warrants, and anti-dilution protections.