Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Overview

On October 26, 2026, ZEO and Pluri Inc. (Nasdaq and TASE: PLUR) ("Pluri"), a Haifa, Israel-based biotechnology company that is engaged in leveraging its proprietary 3D cell expansion platform (the "Platform"), entered into a definitive strategic agreement (the "Partnership Agreement") to expand the parties' U.S. manufacturing and commercialization platform serving the regenerative medicine, aesthetics, wellness, and longevity markets through a license-for-equity transaction.

ZEO brings an established U.S. biologics business combining scientific and manufacturing capabilities with the infrastructure needed to reach and support physicians. Its existing biologics portfolio, substantial physician network, established sales channel, dedicated marketing department, and educational programming provide a foundation for introducing additional products and expanding commercial operations.

Pluri contributes more than two decades of experience in cell-based research, product development, clinical trials, process scale-up, quality systems, and manufacturing. Its proprietary three-dimensional cell-expansion technology and intellectual property support the development and manufacture of cell-based products.

The following is a summary of the key provisions of the Partnership Agreement.

License

At closing of the transactions contemplated by the Partnership Agreement ("Closing"), Pluri will grant ZEO an exclusive license to use Pluri's proprietary manufacturing technology to manufacture and commercialize Pluri's present and future regenerative medicine product portfolio (the "Licensed Products"), in the regenerative medicine field in the United States. The license rights are exclusive (subject to certain exceptions set forth in the Partnership Agreement) and ongoing (unless terminated by Pluri by reason of ZEO's default). The Partnership Agreement provides for payment of royalties based on Net Sales (as defined in the Partnership Agreement), increasing in stages as Pluri's percentage of equity ownership in ZEO decreases. The license rights may not be sublicensed or transferred by ZEO without Pluri's prior written consent.

The Partnership Agreement also provides for covenants with respect to (i) technology transfers and assistance; (ii) non-competition between the parties; (iii) obtaining regulatory approvals; and (iv) intellectual property.

Initial Equity Consideration

At Closing, ZEO will issue to Pluri (i) such number of shares of its common stock ("Shares") as will result in Pluri holding forty-one percent (41%) of ZEO's issued and outstanding common stock immediately following such issuance; and (ii) 50 shares of a newly designated Series D Non-Convertible Preferred Stock, having the voting powers, designations, preferences, limitations, restrictions and relative rights set forth below (the "Series D Preferred Shares").