Zeo ScientifiX, Inc. has entered into a definitive strategic partnership agreement with Pluri Inc. on October 26, 2026. The agreement, titled the Partnership Agreement, establishes a license-for-equity transaction designed to expand U.S. manufacturing and commercialization capabilities for regenerative medicine, aesthetics, wellness, and longevity markets.
Under the terms of the agreement, Pluri will grant ZEO an exclusive license to use Pluri’s proprietary manufacturing technology to produce and sell Pluri’s regenerative medicine product portfolio in the United States. In exchange, ZEO will issue equity to Pluri. At the closing of the transaction, ZEO will issue shares of common stock to Pluri such that Pluri holds 41% of ZEO’s issued and outstanding common stock. Additionally, ZEO will issue 50 shares of a newly designated Series D Non-Convertible Preferred Stock to Pluri.
ZEO will also issue two separate warrants to Pluri at closing. The first warrant allows the purchase of up to 5% of ZEO’s outstanding shares at an exercise price of $4.00 per share, and the second allows the purchase of up to 2.5% of ZEO’s outstanding shares at an exercise price of $5.50 per share. Both warrants are exercisable for a period of five years. Furthermore, if the volume-weighted average closing price of ZEO’s shares reaches $5.50 for ten consecutive trading days, ZEO must issue an additional 5% of its outstanding shares to Pluri.
The Series D Preferred Shares carry significant voting rights. They collectively represent 51% of all voting power at any stockholder meeting. The holders of these shares must approve all nominees for the board of directors and have veto power over the removal of directors, amendments to the Articles of Incorporation, material amendments to the annual Approved Plan, equity or debt offerings, and the acquisition of entities. Additionally, the Series D Preferred Shares are not transferable, non-convertible, and do not pay dividends.
Regarding corporate governance, the ZEO board of directors will consist of seven members. Pluri has the right to designate four of these directors. Ian Bothwell and Greyt Ventures LLC, the controlling stockholders of ZEO, will surrender their shares of Series C Preferred Stock for cancellation in exchange for the issuance of 25 Series D Preferred Shares each. Following the issuances, Pluri will own 50% of ZEO’s outstanding common stock.
