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Name | Symbol | Market | Type |
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Steakholder Foods Ltd | NASDAQ:STKH | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0372 | 0.90% | 4.1772 | 4.15 | 4.18 | 4.18 | 4.15 | 4.18 | 1,522 | 16:12:15 |
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American Depositary Shares, each representing ten ordinary shares, no par value per share
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STKH
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The Nasdaq Stock Market LLC
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Ordinary shares, no par value per share
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____
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The Nasdaq Stock Market LLC*
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Emerging growth company ☒
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International Financial Reporting Standards as issued by the
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Other ☐
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• |
references to “Steakholder Foods,”
the “Company,” “us,” “we” and “our” refer to Steakholder Innovation Ltd. (formerly MeaTech
MT Ltd. and MeaTech Ltd.) from its inception until the consummation of the January 2020 merger described herein, and Steakholder Foods
Ltd. (formerly MeaTech 3D Ltd.) (the “Registrant”), an Israeli company, thereafter, unless otherwise required by the context;
|
• |
references to “ordinary shares,”
“our shares” and similar expressions refer to the Registrant’s ordinary shares, no nominal (par) value per share;
|
• |
references to “ADS” refer to
the American Depositary Shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “STKH,” each representing
ten ordinary shares of the Registrant; |
• |
references to “dollars,” “U.S.
dollars” and “$” are to United States Dollars; |
• |
references to “NIS” are to New
Israeli Shekels, the currency of the State of Israel; |
• |
references to the “Companies Law”
are to Israel’s Companies Law, 5759-1999, as amended; and |
• |
references to the “SEC” are
to the United States Securities and Exchange Commission. |
• |
our estimates regarding our expenses, future revenue, capital requirements and needs
for additional financing; |
• |
our expectations regarding the success of our cultured meat manufacturing technologies
we are developing, which will require significant additional work before we can potentially launch commercial sales; |
• |
our research and development activities associated with technologies for cultured
meat manufacturing, including three-dimensional meat production, which involves a lengthy and complex process; |
• |
our expectations regarding the timing for the potential commercial launch of our
cultured meat technologies; |
• |
our ability to successfully manage our planned growth, and any future acquisitions,
joint ventures, collaborations or similar transactions; |
• |
the competitiveness of the market for our cultured meat technologies; |
• |
our ability to enforce our intellectual property rights and to operate our business
without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties;
|
• |
our ability to predict and timely respond to preferences for alternative proteins
and cultured meats and new trends; |
• |
our ability to attract, hire and retain qualified employees and key personnel; and
|
• |
other risks and uncertainties, including those listed in “Item 3. —Key
Information—Risk Factors.” |
ITEM
1. |
IDENTITY OF DIRECTORS,
SENIOR MANAGEMENT AND ADVISERS |
ITEM
2. |
OFFER STATISTICS AND
EXPECTED TIMETABLE |
ITEM
3. |
KEY INFORMATION
|
• |
We expect to continue incurring significant losses for the
foreseeable future. |
• |
We will require substantial additional funds to complete our
research and development activities. |
• |
There is substantial doubt as to whether we can continue as
a going concern. |
• |
Raising additional capital may cause dilution to our existing
shareholders or restrict our operations. |
• |
We have a limited operating history to date. |
• |
The research and development associated with cultured meat
manufacturing is a lengthy process. |
• |
We intend to engage in future acquisitions, joint ventures
or collaborations, which may not be successful. |
• |
We may not be able to successfully manage our planned growth,
and if the market does not grow as we expect, we may not achieve sustainable revenues. |
• |
Business or economic disruptions may have an adverse impact
on our business. |
• |
We are an early-stage company with an unproven business model.
|
• |
We may suffer reputational harm due to issues with products
manufactured by our licensees. |
• |
Failure to improve our technologies may adversely affect our
ability to continue to grow. |
• |
We may face difficulties if we expand our operations into new
geographic regions. |
• |
Consumer preferences for alternative proteins in general are
difficult to predict and may change. |
• |
We have no manufacturing experience or resources, and we may
have issues in obtaining raw materials. |
• |
Litigation or legal proceedings, government investigations
or other regulatory enforcement actions could subject us to civil and criminal penalties or otherwise expose us to significant liabilities.
|
• |
We expect that a small number of customers will account for
a significant portion of our revenues, and we may be exposed to the credit risks of our customers. |
• |
If we are unable to attract and retain qualified employees,
our ability to implement our business plan may be adversely affected, and we may not be able to enforce covenants not to compete under
applicable employment laws. |
• |
Insurance policies may not fully cover the risk of loss to
which we are exposed. |
• |
Our business, reputation and operations could suffer in the
event of information technology system failures or a cybersecurity incident. |
• |
Food safety and food-borne illness incidents may materially
adversely affect our business. |
• |
Products utilizing our technologies will be subject to regulations
that could adversely affect our business and results of operations. |
• |
Any changes in, or failure by our supplier to comply with,
applicable laws, regulations or policies could adversely affect our business. |
• |
If we are unable to obtain and maintain our intellectual property
rights, we may not be able to compete effectively in our markets. |
• |
Intellectual property rights of third parties could adversely
affect our ability to successfully commercialize our products and may prevent or delay our development and commercialization. |
• |
Patent policy and rule changes could increase uncertainties
and costs. |
• |
We may be involved in lawsuits to protect or enforce our or
third party intellectual property rights. |
• |
Our articles of association provide that unless we consent
to an alternate forum, the federal district courts of the United States shall be the exclusive forum of resolution of any claims arising
under the Securities Act. |
• |
Political, economic and military conditions in Israel could
have an adverse impact on our business. |
• |
We are exposed to fluctuations in currency exchange rates.
|
• |
Enforcing a U.S. judgment against us and our executive officers
and directors, or asserting U.S. securities law claims in Israel, may be difficult. |
• |
Our articles of association provide that unless we consent
otherwise, the competent courts of Tel Aviv, Israel shall be the sole and exclusive forum for substantially all disputes between the Company
and its shareholders under the Companies Law and the Israeli Securities Law. |
• |
Your rights and responsibilities as our shareholder will be
governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.
|
• |
Our articles of association and Israeli law could prevent a
takeover that shareholders consider favorable and could also reduce the market price of our ADSs. |
• |
The ADS price may be volatile, and you may lose all or part
of your investment. |
• |
We have never paid dividends on our share capital, nor do we
intend to pay dividends for the foreseeable future. |
• |
ADS holders may not receive the same distributions or dividends
as those we make to the holders of our ordinary shares. |
• |
ADS holders do not have the same rights as our shareholders.
|
• |
ADS holders may be subject to limitations on transfer of their
ADSs. |
• |
We follow certain home country corporate governance practices
instead of certain Nasdaq and Exchange Act requirements. |
• |
If we are a “passive foreign investment company”
for U.S. income tax purposes, there may be adverse tax consequences to U.S. investors. |
• |
If we are a controlled foreign corporation, there could be
adverse U.S. income tax consequences to certain U.S. holders. |
• |
our progress with current research and development activities;
|
• |
the number and characteristics of any products or manufacturing
processes we develop or acquire; |
• |
the expenses associated with our marketing initiatives;
|
• |
the timing, receipt and amount of milestone, royalty and other
payments from future customers and collaborators, if any; |
• |
the scope, progress, results and costs of researching and developing
future products or improvements to existing products or manufacturing processes; |
• |
any lawsuits related to our products or commenced against us;
|
• |
the expenses needed to attract, hire and retain skilled personnel;
|
• |
the costs associated with being a public company in the United
States; and |
• |
the costs involved in preparing, filing, prosecuting, maintaining,
defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation. |
• |
increased operating expenses and cash requirements; |
• |
the assumption of additional indebtedness or contingent liabilities;
|
• |
assimilation of operations, intellectual property and products
of an acquired company, including difficulties associated with integrating new personnel; |
• |
the diversion of our management’s attention from our
existing programs and initiatives in pursuing such a strategic merger or acquisition; |
• |
retention of key employees, the loss of key personnel, and
uncertainties in our ability to maintain key business relationships; |
• |
risks and uncertainties associated with the other party to
such a transaction, including the prospects of that party and their existing technologies; and |
• |
our inability to generate revenue from acquired technologies
or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance
costs. |
• |
collaborators may not perform or prioritize their obligations
as expected; |
• |
collaborators may not pursue development and commercialization
of any of our cultured meat manufacturing technologies or may elect not to continue or renew development or commercialization, changes
in the collaborators’ focus or available funding, or external factors, such as an acquisition, that divert resources or create competing
priorities; |
• |
collaborators may provide insufficient funding for the successful
development or commercialization of our cultured meat manufacturing technologies; |
• |
collaborators could independently develop, or develop with
third parties, products or technologies that compete directly or indirectly with our products or cultured meat manufacturing technologies
if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms
that are more economically attractive than ours; |
• |
cultured meat manufacturing technologies developed in collaborations
with us may be viewed by our collaborators as competitive with their own products or technologies, which may cause collaborators to cease
to devote resources to the development or commercialization of our products; |
• |
a collaborator with marketing and distribution rights to one
or more of our products or technologies that achieve regulatory approval may not commit sufficient resources to the marketing and distribution
of any such product; |
• |
disagreements with collaborators, including disagreements over
proprietary rights, contract interpretation or the preferred course of development of cultured meat manufacturing technologies, may cause
delays or termination of the research, development or commercialization of such technologies, may lead to additional responsibilities
for us with respect to such technologies, or may result in litigation or arbitration, any of which would be time-consuming and expensive;
|
• |
collaborators may not properly maintain, protect, defend or
enforce our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize
or invalidate our intellectual property or proprietary information or expose us to potential litigation; |
• |
disputes may arise with respect to the ownership of intellectual
property developed pursuant to our collaborations; |
• |
collaborators may infringe, misappropriate or otherwise violate
the intellectual property rights of third parties, which may expose us to litigation and potential liability; |
• |
collaborations may be terminated for the convenience of the
collaborator and, if terminated, the development of our cultured meat manufacturing technologies may be delayed, and we could be required
to raise additional capital to pursue further development or commercialization of the cultured meat manufacturing technologies;
|
• |
future relationships may require us to incur non-recurring
and other charges, increase our near- and long-term expenditures, issue securities that dilute our existing shareholders, or disrupt our
management and business; and |
• |
we could face significant competition in seeking appropriate
collaborators, and the negotiation process is time-consuming and complex. |
• |
Israeli corporate law regulates mergers and requires that a
tender offer be effected when more than a specified percentage of shares in a company are purchased; |
• |
Israeli corporate law requires special approvals for certain
transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types
of transactions; |
• |
Israeli corporate law does not provide for shareholder action
by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;
|
• |
our articles of association divide our directors into three
classes, each of which is elected once every three years; |
• |
our articles of association generally require a vote of the
holders of a majority of our outstanding ordinary shares entitled to vote present and voting on the matter at a general meeting of shareholders
(referred to as simple majority), and solely the amendment of the provision relating to the removal of members of our board of directors,
require a vote of the holders of 65% of our outstanding ordinary shares entitled to vote at a general meeting; |
• |
our articles of association provide that director vacancies
may be filled by our board of directors. |
• |
changes in the prices of our raw materials or the products manufactured in factories
using our technologies; |
• |
the trading volume of the ADSs; |
• |
general economic, market and political conditions, including negative effects on
consumer confidence and spending levels that could indirectly affect our results of operations; |
• |
actual or anticipated fluctuations in our financial condition and operating results,
including fluctuations in our quarterly and annual results; |
• |
announcements by us or our competitors of innovations, other significant business
developments, changes in distributor relationships, acquisitions or expansion plans; |
• |
announcement by competitors or new market entrants of their entry into or exit from
the alternative protein market; |
• |
overall conditions in our industry and the markets in which
we intend to operate; |
• |
market conditions or trends in the packaged food sales industry
that could indirectly affect our results of operations; |
• |
addition or loss of significant customers or other developments
with respect to significant customers; |
• |
adverse developments concerning our manufacturers and suppliers;
|
• |
changes in laws or regulations applicable to our products or
business; |
• |
our ability to effectively manage our growth and market expectations
with respect to our growth, including relative to our competitors; |
• |
changes in the estimation of the future size and growth rate
of our markets; |
• |
announcements by us or our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments; |
• |
additions or departures of key personnel; |
• |
competition from existing products or new products that may
emerge; |
• |
issuance of new or updated research or reports about us or
our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; |
• |
variance in our financial performance from the expectations
of market analysts; |
• |
our failure to meet or exceed the estimates and projections
of the investment community or that we may otherwise provide to the public; |
• |
fluctuations in the valuation of companies perceived by investors
to be comparable to us; |
• |
disputes or other developments related to proprietary rights,
including patents, and our ability to obtain intellectual property protection for our products; |
• |
litigation or regulatory matters; |
• |
announcement or expectation of additional financing efforts;
|
• |
our cash position; |
• |
sales and short-selling of the ADSs; |
• |
our issuance of equity or debt; |
• |
changes in accounting practices; |
• |
ineffectiveness of our internal controls; |
• |
negative media or marketing campaigns undertaken by our competitors or lobbyists
supporting the conventional meat industry; |
• |
the public’s response to publicity relating to the health aspects or nutritional
value of products to be manufactured in factories using our technologies; and |
• |
other events or factors, many of which are beyond our control. |
ITEM 4. |
INFORMATION ON THE COMPANY
|
• |
Environmental:
At least 18% of the greenhouse gases entering the atmosphere today are from the livestock industry. Research shows that the expected environmental
footprint of cultivated meat includes approximately 78% to 96% fewer greenhouse gas emissions, 63%-95% less land use, 51% to 78% less
water use, and 7% to 45% less energy use than conventionally-produced beef, lamb, pork and poultry. This suggests that the environmental
consequences of switching from large-scale, factory farming to lab-grown cultivated meat could have a long-term positive impact on the
environment. |
• |
Mitigating
and reducing of health risks: Another potential benefit of cultivated meat is that its growth environment is designed to be less
susceptible to biological risk and disease, through standardized, tailored production methods consistent with controlled manufacturing
practices that are designed to contribute to improved nutrition, health and wellbeing. Therefore, cultivated meat reduces the risk
of new diseases and future pandemics. Plant-based and cultivated meats are expected to be insusceptible to animal diseases and should
therefore not contribute to pandemic risk because they do not require the use of live animals. Moreover, cultivated meat does not require
antibiotics during its production and therefore will not contribute to antibiotic resistance. |
• |
Cost:
While the precise economic value of harvested cells has yet to be determined, the potential to harvest large numbers of cells from a small
number of live donor animals gives rise to the possibility of considerably higher returns than traditional agriculture, with production
cycles potentially measured in months rather than years. By comparison, raising a cow for slaughter generally takes an average of 18 months,
over which period 15,400 liters of water and 7 kilograms of feed will be consumed for every kilogram of beef produced. While the original
cultivated burger is thought to have cost around $330 thousand, consulting firm CE Delft estimates that economies of scale combined with
technological improvements will bring the cost of cultivated meat down to less than $8 per kilogram by 2035. |
• |
Animal
Suffering: More and more people are grappling with the ethical question of whether humanity should continue to slaughter animals
for food. There is a growing trend of opposition to the way animals are raised for slaughter, often in small, confined spaces with unnatural
feeding patterns. In many cases, such animals suffer terribly throughout their lives. This consideration is likely a factor in many consumers
choosing to incorporate more flexitarian, vegetarian and vegan approaches to their diets in recent years. |
• |
Alternate
Use of Natural Resources: Eight percent of the world’s freshwater supply and one third of croplands are currently used to
provide for livestock. The development of cultivated meat is expected to free up many of these natural resources, especially in developing
economies where they are most needed. |
• |
Food Waste:
The conventional meat industry’s largest waste management problem relates to the disposal of partially-used carcasses, which are
usually buried, incinerated, rendered or composted, with attendant problems such as land, water or air pollution. Cultivated meat offers
a potential solution for this problem, with only the desired cuts of meat being produced for consumption and only minimal waste product
generated with no leftover carcass. |
• |
Commercialize
our technologies for use in consumer and business markets. We intend to commercialize our three-dimensional bio-printing capabilities,
while also customizing bio-inks to enable the production of products based on a wide range of species in accordance with the needs of
our partners and customers. We also intend to provide ingredients to business customers for use in consumer products in order to help
meet the growing demand for sustainable, slaughter-free cultivated meat products. For example, manufacturers of meat alternatives, such
as vegetarian sausages, may choose to include our cultivated fat biomass in their products in order to deliver the signature meaty flavors,
aromas and textures of the meat that is otherwise provided by the conventional meat of species such as chicken, beef and pork. We believe
that this combination has the potential to unlock a new level of meat experience. |
• |
Perfect
the development of our cultivated meat manufacturing technology and processes. We intend to continue developing and refining
our processes, procedures and equipment until we are in a position to commercialize our technologies, whether by manufacturing final products
for consumers (B2B2C models) or ingredients for industrial use, as well as in outlicensing (B2B models). We are continuing to tackle
the technological challenges involved in scaling up both our biological and printing processes to industrial-scale levels. |
• |
Develop additional alternative
proteins to meet growing industry demand. There are substantial technological challenges inherent in expanding our offering beyond
our current cultivated beef technologies to additional alternative proteins and cell lines. However, we believe that our experience,
know-how and intellectual property portfolio form an excellent basis from which to surmount such challenges. In January 2023, we announced
a collaboration with Singaporean cultivated seafood developer, Umami Meats, to develop 3D-printed structured eel and grouper products
pursuant to a grant from the Singapore-Israel R&D Foundation. The initiative is being funded by a grant from the Singapore-Israel
Industrial R&D Foundation (SIIRD), a cooperation between Enterprise Singapore (ESG) and the Israel Innovation Authority (IIA). The
collaboration aims to develop a scalable process for producing structured cultivated fish products and will involve the use of our newly-developed
technology for mimicking the flaky texture of cooked fish which was the subject of a recent patent application. |
• |
Acquire
synergistic and complementary technologies and assets. We intend to optimize our processes and diversify our product range
to expand the cultivated meat technologies upon which marketable products can be based. We intend to accomplish this through a combination
of internal development, acquisitions and collaborations, with a view to complementing our own processes and diversifying our product
range along the cultivated meat production value chain in order to introduce cultivated products to the global market as quickly as possible.
See also “- Additional Technologies” below. |
• |
Fully-plant-based meat-like offerings that are already commercially
available but lack the organoleptic properties of meat, primarily flavor, aroma, texture and color; |
• |
Hybrid meat products of the type that we are developing, which
combines real cultivated fat with plant-based protein to offer meatier products with enhanced organoleptic properties; |
• |
Unstructured meat products, such as hamburgers and minced meat;
|
• |
Thee-dimensional, printed, hybrid, structured products such as hybrid steaks,
chicken breast and fish fillets (“ready to cook”); and |
• |
Fully-cultivated structured meat products, such as 3D-printed
steaks. |
• |
Replacing expensive, animal-derived components in cell growth
media with chemical replacements, including through in-house production, with a view to completing animal-free growth media and bio-ink
by the first half of 2023; |
• |
Cell line optimizations, such as through high-throughput analyses
of evolved isolates; |
• |
Bioprocess optimization and media recycling; |
• |
Upscaled growth factor production, such as through hollow fiber
bioreactors; and |
• |
Long-term market optimization as a result of expected increased
demand. |
Name |
Jurisdiction of Incorporation |
Parent |
% Ownership (direct or otherwise) |
|||||
Steakholder Foods USA, Inc.
|
Delaware, U.S. |
Steakholder Foods Ltd. |
100 |
% | ||||
Steakholder Innovation Ltd.
|
Israel |
Steakholder Foods Ltd. |
100 |
% | ||||
Steakholder Foods Europe BV
|
Belgium |
Steakholder Foods Ltd. |
100 |
% | ||||
Peace of Meat BV
|
Belgium |
Steakholder Foods Europe BV |
100 |
% |
ITEM
4A. |
UNRESOLVED STAFF COMMENTS |
|
ITEM
5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
• |
employee-related expenses, such as salaries and share-based
compensation; |
• |
expenses relating to outsourced and contracted services, such
as external laboratories and consulting, research and advisory services; |
• |
supply and development costs; |
• |
expenses, such as materials, incurred in operating our laboratories
and equipment; and |
• |
costs associated with regulatory compliance. |
Year Ended December 31, |
||||||||
2022 |
2021 |
|||||||
Operating expenses: |
||||||||
Research and development expenses
|
$ |
9,801 |
$ |
7,594 |
||||
Marketing expenses
|
3,044 |
1,628 |
||||||
General and administrative expenses
|
6,937 |
8,010 |
||||||
Impairment loss |
15,577 |
- |
||||||
Loss from operations
|
$ |
35,359 |
$ |
17,232 |
||||
Finance income
|
4,878 |
509 |
||||||
Finance expense
|
286 |
1,299 |
||||||
Finance expense (income), net |
(4,592 |
) |
790 |
|||||
Net loss
|
$ |
30,767 |
$ |
18,022 |
• |
to the extent that we no longer qualify as a foreign private
issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions
from the requirement to hold a non-binding advisory vote on executive compensation, including golden parachute compensation; |
• |
an exemption from the auditor attestation requirement in the
assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and |
• |
an exemption from compliance with the Critical Audit Matters
requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor’s report providing
additional information about the audit and the financial statements. |
Year Ended December 31, |
||||||||
2022 |
2021 |
|||||||
Net cash used in operating activities
|
$ |
(14,253 |
) |
$ |
(13,951 |
) | ||
Net cash used in investing activities
|
(3,533 |
) |
(9,191 |
) | ||||
Net cash provided by financing activities
|
5,572 |
28,865 |
||||||
Net increase (decrease) in cash and cash equivalents |
$ |
(12,214 |
) |
$ |
5,723 |
• |
the progress and costs of our research and development activities;
|
• |
the costs of development and expansion of our operational infrastructure;
|
• |
the costs and timing of developing technologies sufficient
to allow food production equipment manufacturers and food manufacturers to product products compliant with applicable regulations;
|
• |
our ability, or that of our collaborators, to achieve development
milestones and other events or developments under potential future licensing agreements; |
• |
the amount of revenues and contributions we receive under future
licensing, collaboration, development and commercialization arrangements with respect to our technologies; |
• |
the costs of filing, prosecuting, enforcing and defending patent
claims and other intellectual property rights; |
• |
the costs of contracting with third parties to provide sales
and marketing capabilities for us or establishing such capabilities ourselves, once our technologies are developed and ready for commercialization;
|
• |
the costs of acquiring or undertaking development and commercialization
efforts for any future products or technology; |
• |
the magnitude of our general and administrative expenses; and
|
• |
any additional costs that we may incur under future in- and
out-licensing arrangements relating to our technologies and futures products. |
ITEM 6.
|
DIRECTORS, SENIOR MANAGEMENT
AND EMPLOYEES |
Name |
Age |
Position | ||
Executive Officers:
|
||||
Arik Kaufman
|
42 |
Chief Executive Officer | ||
Guy Hefer
|
41 |
Chief Financial Officer* | ||
Dan Kozlovski
|
38 |
Chief Technologies Officer | ||
Non-Employee Directors: |
||||
Yaron Kaiser
|
45 |
Chairman of the Board of Directors
| ||
David Gerbi(1)(2)(3)
|
43 |
Director | ||
Eli Arad(1)(2)(3)
|
50 |
Director | ||
Sari Singer(1)(2)(3)
|
43 |
Director |
(1) |
Member of the Audit Committee |
(2) |
Member of the Compensation Committee |
(3) |
Independent director as defined under Nasdaq Marketplace Rule
5605(a)(2) and SEC Rule 10A-3(b)(1). |
Name and Principal Position
|
Salary(1)
|
Bonus(2)
|
Equity-Based
Compensation(3) |
Other
Compensation(4) |
Total |
|||||||||||||||
(USD in thousands)
|
||||||||||||||||||||
Mr. Arik Kaufman |
||||||||||||||||||||
Chief Executive Officer
|
$ |
235 |
$ |
- |
$ |
88 |
$ |
8 |
$ |
331 |
||||||||||
Mr. Guy Hefer(5)
|
||||||||||||||||||||
Chief Financial Officer
|
210 |
34 |
83 |
- |
327 |
|||||||||||||||
Mr. Dan Kozlovski
|
||||||||||||||||||||
Chief Technologies Officer
|
201 |
42 |
51 |
- |
294 |
|||||||||||||||
Mr. Yaron Kaiser |
||||||||||||||||||||
Chairman of the Board
of Directors |
161 |
- |
62 |
8 |
231 |
|||||||||||||||
Mr. Steven H. Levin
(6) |
||||||||||||||||||||
Former Chairman of the
Board of Directors(5)
|
$ |
57 |
$ |
- |
$ |
108 |
$ |
- |
$ |
165 |
(1) |
Salary includes the officer’s gross salary plus payment by us of social benefits
on behalf of the officer. Such benefits may include payments, contributions and/or allocations for savings funds (e.g., Managers’
Life Insurance Policy), pension, severance, risk insurance (e.g., life, or work disability insurance), payments for social security and
tax gross-up payments, vacation, medical insurance and benefits, convalescence or recreation pay and other benefits and perquisites consistent
with our policies. |
(2) |
Represents annual bonuses paid in 2022 with respect to 2021. |
(3) |
Represents the equity-based compensation expenses, based on the options’ fair
value on the grant date, calculated in accordance with applicable accounting guidance for equity-based compensation. For a discussion
of the assumptions used in reaching this valuation, see Note 10(B) to our annual consolidated financial statements included elsewhere
in this prospectus. |
(4) |
Represents consulting services provided prior to commencement of the aforementioned
current position. |
(5) |
Mr. Hefer will step down from his position as Chief Financial Officer on March 23,
2023, at which time Mr. Eitan Noah, our current Vice President of Finance, will assume the role of Chief Financial Officer. |
(6) |
Mr. Levin resigned his position as Chairman on January 24, 2022. |
• |
the Class I directors are Messrs. Eli Arad and David Gerbi and their respective
terms will expire at the Company’s annual general meeting of shareholders to be held in 2026; |
• |
the Class II director is Ms. Sari Singer and her term will
expire at the Company’s annual general meeting of shareholders to be held in 2024; and |
• |
the Class III director is Mr. Yaron Kaiser his term will
expire at the Company’s annual general meeting of shareholders to be held in 2025. |
|
• |
the office holder’s relatives (spouse,
siblings, parents, grandparents, descendants, spouse’s descendants and the spouses of any of these people); or |
|
• |
any company in which the office holder or
his or her relatives holds 5% or more of the shares or voting rights, serves as a director or general manager or has the right to appoint
at least one director or the general manager. |
|
• |
a transaction other than in the ordinary
course of business; |
|
• |
a transaction that is not on market terms;
or |
|
• |
a transaction that may have a material impact
on the company’s profitability, assets or liabilities. |
|
• |
a majority of the shares held by shareholders
who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding
abstentions; or |
|
• |
the shares voted by shareholders who have
no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.
|
|
• |
an amendment to the articles of association;
|
|
• |
an increase in the company’s authorized
share capital; |
|
• |
a merger; and |
|
• |
the approval of related party transactions
and acts of office holders that require shareholder approval. |
|
• |
financial liability that was imposed upon
him in favor of another person pursuant to a judgment, including a compromise judgment or an arbitrator’s award approved by a court;
|
|
• |
reasonable litigation expenses, including
attorneys’ fees paid by an officeholder following an investigation or proceeding conducted against him by an authority authorized
to conduct such investigation or proceeding, and which ended without the filing of an indictment against him and without any financial
obligation being imposed on him as an alternative to a criminal proceeding, or which ended without the filing of an indictment against
him but with the imposition of a financial obligation as an alternative to a criminal proceeding for an offense which does not require
proof of mens rea or in connection with a financial sanction; |
|
• |
reasonable litigation expenses, including
attorneys’ fees paid by the officeholder or which he was required to pay by a court, in a proceeding filed against him by the Company
or on its behalf or by another person, or in criminal charges from which he was acquitted, or in criminal charges in which he was convicted
of an offense which does not require proof of mens rea; |
|
• |
a financial obligation imposed on the officeholder
for the benefit of all of the parties damaged by the violation of an administrative proceeding; |
|
• |
expenses incurred by an officeholder in
connection with an Administrative Proceeding conducted in his regard, including reasonable litigation expenses, and including attorneys’
fees; |
|
• |
expenses incurred by an officeholder in
connection with a proceeding under the Antitrust Law, 5748-1988 and/or in connection with it (a “Proceeding Under the Antitrust
Law”), conducted regarding him, including reasonable litigation expenses, and attorneys' fees; and |
|
• |
any other liability or expense in respect
of which it is permitted or shall be permitted by Law to indemnify an officeholder. |
|
• |
Breach of the duty of care to the Company
or to any other person; |
|
• |
Breach of the fiduciary duty to the Company,
provided that the officeholder acted in good faith and had reasonable grounds to assume that his act would not adversely affect the Company’s
best interests; |
|
• |
financial liability imposed upon him in
favor of another person; |
|
• |
financial liability imposed on the officeholder
for the benefit of all of the parties damaged by the violation of an administrative proceeding; |
|
• |
expenses incurred or to be incurred by an
officer in connection with an Administrative Proceeding, including reasonable litigation expenses, and including attorneys’ fees;
|
|
• |
Expenses incurred or to be incurred in connection
with a proceeding under the Antitrust Law, including reasonable litigation expenses, and including attorneys’ fees; and |
|
• |
any other event in respect of which it is
permitted and/or shall be permitted by Law to insure the liability of an officeholder. |
|
• |
a breach of the duty of loyalty, except
for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good
faith and had a reasonable basis to believe that the act would not prejudice the company; |
|
• |
a breach of duty of care committed intentionally
or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
|
• |
an act or omission committed with intent
to derive illegal personal benefit; or |
|
• |
a fine, monetary sanction or forfeit levied
against the office holder. |
* |
Less than one percent (1%). |
(1) |
Based on 172,071,117 Ordinary Shares outstanding as of March
22, 2023. |
(2) |
Consists of 283,270 Ordinary Shares and options to purchase
208,330 Ordinary Shares exercisable within 60 days of the date of this annual report, with an exercise price of $0.519. These options
expire on March 16, 2026. |
(3) |
Consists of options to purchase 187,500 Ordinary Shares exercisable
within 60 days of the date of this annual report, with an exercise price of NIS 3.49 ($0.96), expiring on March 24, 2025, and options
to purchase 145,830 Ordinary Shares exercisable within 60 days of the date of this annual report, with an exercise price of $0.716, expiring
on July 20, 2025. |
(4) |
Consists of options to purchase 133,340 Ordinary Shares exercisable
within 60 days of the date of this annual report, with an exercise price of NIS 1.90 ($0.52). These options expire on August 5, 2024.
|
(5) |
Consists of 1,435,280 Ordinary Shares based on information
provided to us by Mr. Kaiser, options to purchase 116,660 Ordinary Shares exercisable within 60 days of the date of this annual report,
with an exercise price of $0.519, expiring on March 16, 2026, restricted share units vesting into 111,670 Ordinary Shares within 60 days
of the date of this annual report, and performance share units that may vest into 1,340,000 Ordinary Shares within 60 days of this annual
report if their associated performance targets are met during such period. |
(6) |
Consists of 96,450 Ordinary Shares, RSUs vesting into 7,490
Ordinary Shares within 60 days of the date of this annual report and options to purchase 114,570 Ordinary Shares within 60 days of the
date of this annual report with an exercise price of $0.716. These options expire on July 20, 2025. |
(7) |
Consists of 44,950 Ordinary Shares, RSUs vesting into 7,490
Ordinary Shares within 60 days of the date of this annual report and options to purchase 114,570 Ordinary Shares within 60 days of the
date of this annual report with an exercise price of $0.716. These options expire on July 20, 2025. |
(8) |
Consists of 44,910 Ordinary Shares, RSUs vesting into 8,980 Ordinary Shares within 60 days of the date of this annual report and
options to purchase 114,570 Ordinary Shares within 60 days of the date of this annual report with an exercise price of $0.716. These options
expire on July 20, 2025. |
ITEM 7.
|
MAJOR SHAREHOLDERS AND
RELATED PARTY TRANSACTIONS |
Ordinary Shares Beneficially
Owned |
||||||||
Name of Beneficial Owner
|
Number |
Percentage |
||||||
5%
or greater shareholders |
||||||||
Shimon Cohen
|
12,175,320 |
(2) |
7.1 |
% |
ITEM 8. |
FINANCIAL INFORMATION |
ITEM 9. |
THE OFFER AND LISTING |
ITEM 10. |
ADDITIONAL INFORMATION |
• |
an individual who is a citizen or resident of the United States,
|
• |
a domestic corporation (or other entity taxable as a corporation);
|
• |
an estate the income of which is subject to United States federal
income taxation regardless of its source; or |
• |
a trust if (1) a court within the United States is able to
exercise primary supervision over the trust’s administration and one or more United States persons have the authority to control
all substantial decisions of the trust or (2) a valid election under the Treasury regulations is in effect for the trust to be treated
as a United States person. |
• |
such gain is effectively connected with your conduct of a trade
or business in the United States (or, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment
or fixed base that such holder maintains in the United States); or |
• |
you are an individual and have been present in the United States
for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met. |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURE ON MARKET RISK |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Persons depositing or
withdrawing ordinary shares or ADS holders must pay |
|
For: |
$5.00 (or less) per 100 ADSs (or portion
of 100 ADSs) |
|
Issuance of ADSs, including issuances resulting
from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the
deposit agreement terminates |
|
|
|
$.05 (or less) per ADS |
|
Any cash distribution to ADS holders
|
|
|
|
A fee equivalent to the fee that would be
payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs
|
|
Distribution of securities distributed to
holders of deposited securities (including rights) that are distributed by the depositary to ADS holders |
|
|
|
$.05 (or less) per ADS per calendar year
|
|
Depositary services |
|
|
|
Registration or transfer fees |
|
Transfer and registration of ordinary shares
on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares |
|
|
|
Expenses of the depositary |
|
Cable, telex and facsimile transmissions
(when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars |
|
|
|
Taxes and other governmental charges the
depositary or the custodian have to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding
taxes |
|
As necessary |
|
|
|
Any charges incurred by the depositary or
its agents for servicing the deposited securities |
|
As necessary |
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS |
ITEM
15. |
CONTROLS AND PROCEDURES |
A. |
Disclosure Controls and Procedures
|
B. |
Management’s Annual Report on Internal
Control over Financial Reporting |
C. |
Attestation Report of the Registered
Public Accounting Firm |
D. |
Changes in Internal Control over Financing
Reporting |
ITEM 16. |
[RESERVED] |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM
16B. |
CODE OF ETHICS |
ITEM
16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
|
Year ended December 31,
|
|||||||
|
2022 |
2021 |
||||||
|
USD, in thousands |
|||||||
|
||||||||
Audit fees(1)
|
295 |
336 |
||||||
Tax fees(2)
|
25 |
3 |
||||||
Total |
320 |
339 |
(1) |
Audit fees consist of fees billed or expected
to be billed for the annual audit services engagement and other audit services, which are those services that only the external auditor
can reasonably provide, and include the Company audit; statutory audits; comfort letters and consents; attest services; and assistance
with and review of documents filed with the TASE and SEC. |
|
|
(2) |
Tax fees include fees billed for tax compliance
services that were rendered during the most recent fiscal year, including the preparation of original and amended tax returns and claims
for refund; tax consultations, such as assistance and representation in connection with tax audits and appeals, tax advice related to
mergers and acquisitions, transfer pricing, and requests for rulings or technical advice from taxing authority; tax planning services;
and expatriate tax planning and services. |
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
ITEM 16F. |
CHANGE IN REGISTRANT’S
CERTIFYING ACCOUNTANT |
ITEM 16G. |
CORPORATE GOVERNANCE
|
• |
Quorum. As permitted
under the Companies Law, pursuant to our articles of association, the quorum required for an ordinary meeting of shareholders consists
of at least two shareholders present in person or by proxy who hold or represent between them at least 25% of the voting power of our
shares (and, with respect to an adjourned meeting, generally one or more shareholders who hold or represent any number of shares), instead
of 33 1/3% of the issued share capital provided under Nasdaq Listing Rule 5260(c). |
• |
Shareholder Approval. Although
the Nasdaq Listing Rules generally require shareholder approval of equity compensation plans and material amendments thereto, we follow
Israeli practice, which is to have such plans and amendments approved only by the board of directors, unless such arrangements are for
the compensation of chief executive officer or directors, in which case they also require the approval of the compensation committee and
the shareholders. In addition, rather than follow the Nasdaq Listing Rules requiring shareholder approval for the issuance of securities
in certain circumstances, we follow Israeli law, under which a private placement of securities requires approval by our board of directors
and shareholders if it will cause a person to become a controlling shareholder (generally presumed at 25% ownership) or if: (a) the securities
issued amount to 20% or more of our outstanding voting rights before the issuance; (b) some or all of the consideration is other than
cash or listed securities or the transaction is not on market terms; and (c) transaction will increase the relative holdings of a shareholder
that holds 5% or more of our outstanding share capital or voting rights or will cause any person to become, as a result of the issuance,
a holder of more than 5% of our outstanding share capital or voting rights. |
• |
Executive Sessions. While
the Nasdaq Listing Rules require that “independent directors,” as defined in the Nasdaq Listing Rules, must have regularly
scheduled meetings at which only “independent directors” are present. Israeli law does not require, nor do our independent
directors necessarily conduct, regularly scheduled meetings at which only they are present. |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17. | FINANCIAL STATEMENTS |
ITEM 18. |
FINANCIAL STATEMENTS |
Financial Statements of Steakholder Foods Ltd.
|
Page
|
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1057)
|
F-2
|
Consolidated Financial Statements:
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
December 31
|
December 31
|
||||||||||
2022
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
||||||||||
Current assets
|
|||||||||||
Cash and cash equivalents
|
4
|
6,284
|
19,176
|
||||||||
Other investment
|
6
|
136
|
154
|
||||||||
Restricted deposits
|
24
|
-
|
|||||||||
Receivables
|
5
|
670
|
2,782
|
||||||||
Total current assets
|
7,114
|
22,112
|
|||||||||
Non-current assets
|
|||||||||||
Restricted deposits
|
331
|
405
|
|||||||||
Other investment
|
6
|
1,156
|
1,355
|
||||||||
Right-of-use asset
|
19
|
3,400
|
407
|
||||||||
Intangible assets
|
16
|
-
|
13,453
|
||||||||
Fixed assets, net
|
7
|
3,315
|
2,922
|
||||||||
Total non-current assets
|
8,202
|
18,542
|
|||||||||
Total Assets
|
15,316
|
40,654
|
|||||||||
Current liabilities
|
|||||||||||
Trade payables
|
745
|
382
|
|||||||||
Other payables
|
8
|
2,303
|
2,239
|
||||||||
Current maturities of lease liabilities
|
19
|
394
|
165
|
||||||||
Derivative instrument
|
9B
|
|
882
|
-
|
|||||||
Total current liabilities
|
4,324
|
2,786
|
|||||||||
Non-current liabilities
|
|||||||||||
Long-term lease liabilities
|
19
|
3,109
|
246
|
||||||||
Total non-current liabilities
|
3,109
|
246
|
|||||||||
Capital
|
|||||||||||
Share capital and premium on shares
|
73,234
|
69,610
|
|||||||||
Capital reserves
|
3,811
|
3,708
|
|||||||||
Currency translation differences reserve
|
(1,424
|
)
|
1,275
|
||||||||
Accumulated deficit
|
(67,738
|
)
|
(36,971
|
)
|
|||||||
Total capital
|
7,883
|
37,622
|
|||||||||
Total liabilities and capital
|
15,316
|
40,654
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
|||||||||||||
2022
|
2021
|
2020
|
|||||||||||||
USD thousands, except share data
|
USD thousands, except share data
|
USD thousands, except share data
|
|||||||||||||
Research and development expenses
|
11
|
9,801
|
7,594
|
2,491
|
|||||||||||
Marketing expenses
|
12
|
3,044
|
1,628
|
506
|
|||||||||||
General and administrative expenses
|
13
|
6,937
|
8,010
|
5,380
|
|||||||||||
Impairment loss |
16
|
15,577
|
-
|
-
|
|||||||||||
Public listing expenses
|
-
|
-
|
10,164
|
||||||||||||
Operating loss
|
35,359
|
17,232
|
18,541
|
||||||||||||
Financing income
|
14
|
(4,878
|
)
|
(509
|
)
|
(110
|
)
|
||||||||
Financing expenses
|
14
|
286
|
1,299
|
93
|
|||||||||||
Total financing (income) expenses
|
(4,592
|
)
|
790
|
(17
|
)
|
||||||||||
Loss for the period
|
30,767
|
18,022
|
18,524
|
||||||||||||
Capital reserve for financial assets at fair value that will not be transferred to profit or loss
|
-
|
-
|
334
|
||||||||||||
Currency translation differences loss (income) that might be transferred to profit or loss over ILS
|
2,131
|
(1,942
|
)
|
(758
|
)
|
||||||||||
Currency translation differences loss (income) that might be transferred to profit or loss over EUR
|
568
|
1,447
|
-
|
||||||||||||
Total comprehensive loss for the period
|
33,466
|
17,527
|
18,100
|
||||||||||||
Loss per ordinary share, no par value (USD)
|
|||||||||||||||
Basic and diluted loss per share (USD)
|
0.226
|
0.155
|
0.308
|
||||||||||||
Weighted-average number of shares outstanding - basic and diluted
|
21
|
135,900,869
|
115,954,501
|
60,112,197
|
Share
capital
and
premium on shares
|
Fair value
of
financial assets
reserve
|
Transactions
with related
parties
reserve
|
Currency
translation
differences
reserve
|
Share-based
payments
reserve
|
Accumulated
deficit
|
Total
|
||||||||||||||||||||||
USD thousands
|
||||||||||||||||||||||||||||
Balance as at January 1, 2022
|
69,610
|
(334
|
)
|
14
|
1,275
|
4,028
|
(36,971
|
)
|
37,622
|
|||||||||||||||||||
Share-based payments
|
-
|
-
|
-
|
-
|
1,146
|
-
|
1,146
|
|||||||||||||||||||||
Issuance of shares and warrants, net
|
2,528
|
-
|
-
|
-
|
-
|
-
|
2,528
|
|||||||||||||||||||||
Exercise of options
|
1,096
|
(1,043
|
)
|
53
|
||||||||||||||||||||||||
Other comprehensive loss
|
-
|
-
|
-
|
(2,699
|
)
|
-
|
-
|
(2,699
|
)
|
|||||||||||||||||||
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(30,767
|
)
|
(30,767
|
)
|
|||||||||||||||||||
Balance as at December 31, 2022
|
73,234
|
(334
|
)
|
14
|
(1,424
|
)
|
4,131
|
(67,738
|
)
|
7,883
|
||||||||||||||||||
Balance as at January 1, 2021
|
30,481
|
(334
|
)
|
14
|
780
|
3,639
|
(18,949
|
)
|
15,631
|
|||||||||||||||||||
Share-Based Payment
|
-
|
-
|
-
|
-
|
3,965
|
-
|
3,965
|
|||||||||||||||||||||
Issuance of shares and warrants, net
|
32,330
|
-
|
-
|
-
|
-
|
-
|
32,330
|
|||||||||||||||||||||
Exercise of options
|
6,799
|
(3,576
|
)
|
3,223
|
||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
495
|
-
|
-
|
495
|
|||||||||||||||||||||
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(18,022
|
)
|
(18,022
|
)
|
|||||||||||||||||||
Balance as at December 31, 2021
|
69,610
|
(334
|
)
|
14
|
1,275
|
4,028
|
(36,971
|
)
|
37,622
|
|||||||||||||||||||
Balance as at January 1, 2020
|
1,880
|
-
|
14
|
22
|
-
|
(425
|
)
|
1,491
|
||||||||||||||||||||
Share-Based Payment
|
-
|
-
|
-
|
-
|
3,958
|
-
|
3,958
|
|||||||||||||||||||||
Reverse acquisition
|
11,439
|
-
|
-
|
-
|
-
|
-
|
11,439
|
|||||||||||||||||||||
Issuance of shares and warrants, net
|
14,067
|
-
|
-
|
-
|
-
|
-
|
14,067
|
|||||||||||||||||||||
Exercise of options - Investors
|
2,753
|
-
|
-
|
-
|
-
|
-
|
2,753
|
|||||||||||||||||||||
Exercise of options – Share-Based Payment
|
342
|
(319
|
)
|
23
|
||||||||||||||||||||||||
Other comprehensive income (loss)
|
-
|
(334
|
)
|
-
|
758
|
-
|
-
|
424
|
||||||||||||||||||||
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(18,524
|
)
|
(18,524
|
)
|
|||||||||||||||||||
Balance as at December 31, 2020
|
30,481
|
(334
|
)
|
14
|
780
|
3,639
|
(18,949
|
)
|
15,631
|
Year ended
December 31, 2022
|
Year ended
December 31, 2021
|
Year ended
December 31, 2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Cash flows - operating activities
|
||||||||||||
Net Loss for the period
|
(30,767
|
)
|
(18,022
|
)
|
(18,524
|
)
|
||||||
Adjustments:
|
||||||||||||
Depreciation and amortization
|
1,519
|
680
|
213
|
|||||||||
Change in fair value of derivative
|
(3,800
|
)
|
(316
|
)
|
(36
|
)
|
||||||
Change in fair value of other investment
|
(102
|
)
|
(193
|
)
|
(74
|
)
|
||||||
Changes in net foreign exchange expenses
|
(891
|
)
|
1,279
|
-
|
||||||||
Interest expense over lease liabilities
|
266
|
9
|
5
|
|||||||||
Interest income over short term deposits
|
(85
|
)
|
-
|
-
|
||||||||
Share-based payment expenses
|
1,146
|
3,965
|
3,958
|
|||||||||
Impairment loss on intangible asset
|
14,367
|
-
|
-
|
|||||||||
Impairment loss on fixed asset
|
1,210
|
-
|
-
|
|||||||||
Public listing expenses
|
-
|
-
|
10,164
|
|||||||||
Changes in asset and liability items:
|
||||||||||||
Decrease (increase) in receivables
|
1,885
|
(2,351
|
)
|
5
|
||||||||
Increase (decrease) in trade payables
|
444
|
(97
|
)
|
126
|
||||||||
Increase in other payables
|
495
|
1,095
|
336
|
|||||||||
Net cash used in operating activities
|
(14,313
|
)
|
(13,951
|
)
|
(3,827
|
)
|
||||||
Cash flows - investment activities
|
||||||||||||
Acquisition of fixed assets
|
(2,928
|
)
|
(1,828
|
)
|
(681
|
)
|
||||||
Increase in restricted deposit
|
5
|
(337
|
)
|
(6
|
)
|
|||||||
Loan provided
|
-
|
(367
|
)
|
-
|
||||||||
Proceeds on account of other investment*
|
143
|
149
|
71
|
|||||||||
Interest received over short term deposits
|
85
|
-
|
-
|
|||||||||
Acquisition of other investments, net of cash acquired
|
(838
|
)
|
(6,808
|
)
|
(1,188
|
)
|
||||||
Net cash used in investing activities
|
(3,533
|
)
|
(9,191
|
)
|
(1,804
|
)
|
||||||
Cash flows - financing activities
|
||||||||||||
Proceeds from issuance of shares and warrants
|
2,006
|
29,281
|
14,887
|
|||||||||
Issuance costs
|
(202
|
)
|
(3,283
|
)
|
(819
|
)
|
||||||
Repayment of liability for lease
|
(514
|
)
|
(346
|
)
|
(140
|
)
|
||||||
Repayment of interest over liability of lease
|
(266
|
)
|
(9
|
)
|
(5
|
) | ||||||
Proceeds on account of capital issuance
|
-
|
-
|
222
|
|||||||||
Proceeds from exercise of share options
|
53
|
3,222
|
2,776
|
|||||||||
Proceeds with regard to derivative
|
4,495
|
-
|
348
|
|||||||||
Net cash from financing activities
|
5,572
|
28,865
|
17,269
|
|||||||||
Increase (decrease) in cash and cash equivalents
|
(12,274
|
)
|
5,723
|
11,638
|
||||||||
Effect of exchange differences on cash and cash equivalents
|
(618
|
)
|
(103
|
)
|
644
|
|||||||
Cash and cash equivalents at the beginning of the period:
|
19,176
|
13,556
|
1,274
|
|||||||||
Cash balance and cash equivalents at end of period
|
6,284
|
19,176
|
13,556
|
|||||||||
Non-cash activities
|
||||||||||||
Purchase of fixed assets yet to be paid
|
7
|
57
|
1
|
|||||||||
Issue of shares and options against intangible asset
|
724
|
6,332
|
222
|
A. |
Reporting entity
|
B. |
Material events in the reporting period
|
(1) |
On July 5, 2022, the Company consummated a securities purchase agreement. For details, see Note 9A.
|
(2) |
Change in interest curves and inflation expectations
|
C. |
Going Concern
|
D. |
Definitions:
|
(1)
|
The Company - Steakholder Foods Ltd.
|
(2)
|
The Group – The Company and its subsidiaries, Steakholder Innovation Ltd. (formerly known as MeaTech Ltd.), Steakholder Foods Europe BV, Peace of Meat BV (hereafter “Peace Of Meat”) and Steakholder Foods USA, Inc.
|
(3)
|
Related Party - Within its meaning in IAS 24 (2009), “Related Party Disclosures”.
|
(4)
|
USD - United States Dollar
|
(5)
|
NIS – New Israeli Shekel
|
(6)
|
EUR – Euro
|
(7)
|
ADS – American Depositary Shares
|
(8)
|
GBP - British Pound Sterling
|
(9)
|
CPI – Consumer price index
|
A. |
Statement of compliance with IFRS
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
The financial statements were authorized for issue by the company’s board of directors on April 4, 2023. |
B. |
Functional currency and presentation currency
The New Israeli Shekel ("NIS") is the currency that represents the primary economic environment in which the Company and its Israeli subsidiary operate, and is therefore the functional currency of their operations. The Euro is the currency that represents the primary economic environment in which the Company’s European subsidiaries operate, and is therefore the functional currency of their operations. Nonetheless, for reporting purposes, the consolidated financial statements, which were prepared on the basis of the functional currencies, were translated into US Dollars, which the Company selected as its presentation currency, as its securities are traded on the Nasdaq Capital Markets, and in order to make the Company’s financial statements more accessible to U.S.-based investors.
Assets and liabilities were translated at the exchange rate of the end of the period; expenses and income were translated at the exchange rate at the time they were generated. Exchange rate differentials generated due to such translation are attributed to the Currency translation differences reserve.
|
Currency
|
USD - ILS
|
USD - EUR
|
||||||||||||||||||
Period
|
2022
|
2021
|
2020
|
2022
|
2021
|
|||||||||||||||
December 31
|
3.519
|
3.110
|
3.215
|
0.938
|
0.883
|
|||||||||||||||
Year Average
|
3.359
|
3.230
|
3.479
|
0.950
|
0.845
|
C. |
Basis of Measurement:
The financial statements have been prepared on the historical cost basis except for provisions.
For further information regarding the measurement of these liabilities, see Note 3 regarding significant accounting policies.
|
D. |
Operating Cycle:
The Company’s operating cycle is one year.
|
E. |
Use of estimates and judgments:
The Company’s operating cycle is one year.
Use of estimates.
The preparation of financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
|
E. |
Use of estimates and judgments (cont.):
|
The preparation of accounting estimates used in the preparation of the Company’s financial statements requires that the Company’s management makes assumptions regarding circumstances and events that involve considerable uncertainty. The Company’s management prepares the estimates on the basis of past experience, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Further information about the assumptions that were used to determine fair value is included in the following notes:
|
• |
Note 6, on other investments;
|
• |
Note 9B, on derivative instrument;
|
• |
Note 10, on share-based payments;
|
• |
Note 16, on subsidiaries;
|
• |
Note 19, on leases;
|
Determination of fair value
Preparation of the financial statements requires the Company to determine the fair value of certain assets and liabilities.
When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:
|
A.
|
Financial Instruments:
|
(1) |
Non-derivative financial assets
|
- |
It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and
|
- |
The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates.
|
(2) |
Non-derivative financial liabilities
|
A.
|
Financial Instruments (cont.):
|
(3) |
Share capital
|
(4) |
Issuance of securities
|
(5) |
Measurement of derivative financial instruments
|
B.
|
Impairment
|
C.
|
Financing income and expenses
|
D.
|
Loss per share
|
E.
|
Intangible Assets
|
F.
|
Provisions
|
G.
|
Fixed assets
|
(1) |
Recognition and measurement
|
(2) |
Depreciation
|
H.
|
Leases
|
H.
|
Leases (cont.)
|
I.
|
Employee benefits
|
(1) |
Post-employment benefits
|
(2) |
Short-term benefits
|
J.
|
Share-based compensation
|
K.
|
Basis of Consolidation
Acquisition of a subsidiary
|
L.
|
Transactions with controlling shareholder
|
M.
|
Government grants
|
December 31
|
December 31
|
|||||||
2022
|
2021
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Cash in USD
|
4,060
|
15,596
|
||||||
Cash in NIS
|
1,116
|
1,688
|
||||||
Cash in Euro
|
1,106
|
1,892
|
||||||
Cash in GBP
|
2
|
-
|
||||||
Total cash and cash equivalents
|
6,284
|
19,176
|
December 31
|
December 31
|
|||||||
2022
|
2021
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Institutions
|
247
|
301
|
||||||
Prepaid expenses
|
423
|
743
|
||||||
Other
|
-
|
1,738
|
||||||
670
|
2,782
|
Developments in Other Investment
|
USD thousands
|
|||
As at January 1, 2022
|
1,509
|
|||
Proceeds from Therapin asset
|
(143
|
)
|
||
Profit from increase in fair value
|
102
|
|||
Effect of changes in exchange rates
|
(176
|
)
|
||
As at December 31, 2022(1)
|
1,292
|
Parameters taken into account in the fair value calculation:
|
|
Discount rate
|
11.63%-11.84%
|
Expected additional payment event
|
3.7 years
|
Computers
|
Leasehold improvements
|
Laboratory equipment
|
Machinery
and
equipment
|
Office
furniture,
equipment and
accessories
|
Total
|
|||||||||||||||||||
USD thousands
|
||||||||||||||||||||||||
Cost
|
||||||||||||||||||||||||
Balance as at January 1, 2021
|
74
|
58
|
573
|
243
|
28
|
976
|
||||||||||||||||||
Additions through acquisition of a subsidiary
|
14
|
3
|
556
|
-
|
-
|
573
|
||||||||||||||||||
Additions during the year
|
98
|
75
|
1,608
|
77
|
27
|
1,885
|
||||||||||||||||||
Effect of changes in exchange rates
|
2
|
(1
|
)
|
(56
|
)
|
13
|
2
|
(40
|
)
|
|||||||||||||||
Cost as at December 31, 2021
|
188
|
135
|
2,681
|
333
|
57
|
3,394
|
||||||||||||||||||
Accumulated depreciation
|
||||||||||||||||||||||||
Balance as at January 1, 2021
|
17
|
10
|
38
|
4
|
1
|
70
|
||||||||||||||||||
Depreciation during the year
|
42
|
22
|
296
|
31
|
3
|
394
|
||||||||||||||||||
Dispositions in the year
|
2
|
1
|
4
|
1
|
-
|
8
|
||||||||||||||||||
Accumulated depreciation as at December 31, 2021
|
61
|
33
|
338
|
36
|
4
|
472
|
||||||||||||||||||
Depreciated balance as at December 31, 2021
|
127
|
102
|
2,343
|
297
|
53
|
2,922
|
||||||||||||||||||
Cost |
||||||||||||||||||||||||
Balance as at January 1, 2022
|
188
|
135
|
2,681
|
333
|
57
|
3,394
|
||||||||||||||||||
Additions during the year
|
128
|
663
|
1,759
|
45
|
283
|
2,878
|
||||||||||||||||||
Dispositions in the year
|
-
|
(75
|
)
|
-
|
(3
|
)
|
(42
|
)
|
(120
|
)
|
||||||||||||||
Effect of changes in exchange rates
|
(24
|
) |
(70
|
)
|
(233
|
)
|
(47
|
)
|
(16
|
)
|
(390
|
)
|
||||||||||||
Cost as at December 31, 2022
|
292
|
653
|
4,207
|
328
|
282
|
5,762
|
||||||||||||||||||
Accumulated depreciation
|
||||||||||||||||||||||||
Balance as at January 1, 2022
|
61
|
33
|
338
|
36
|
4
|
472
|
||||||||||||||||||
Depreciation during the year
|
73
|
113
|
617
|
35
|
62
|
900
|
||||||||||||||||||
Dispositions in the year
|
-
|
(75
|
)
|
-
|
(3
|
)
|
(42
|
)
|
(120
|
)
|
||||||||||||||
Impairment (see Note 16)
|
80
|
31
|
1,059
|
4
|
36
|
1,210
|
||||||||||||||||||
Effect of changes in exchange rates
|
(9
|
)
|
1
|
(4
|
)
|
(6
|
)
|
3
|
(15
|
)
|
||||||||||||||
Accumulated depreciation as at December 31, 2022
|
205
|
103
|
2,010
|
66
|
63
|
2,447
|
||||||||||||||||||
Depreciated balance as at December 31, 2022
|
87
|
550
|
2,197
|
262
|
219
|
3,315
|
December 31
|
December 31
|
|||||||
2022
|
2021
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Accrued expenses
|
604
|
459
|
||||||
Employee benefits
|
1,175
|
1,122
|
||||||
Provision - see note 17
|
199
|
217
|
||||||
Subsidiary government grant advances
|
314
|
218
|
||||||
Others
|
11
|
223
|
||||||
2,303
|
2,239
|
A. |
Share capital of Steakholder Foods Ltd. (in thousands of shares of USD 1 par value)
|
Number of Ordinary Shares (thousand)
|
||||||||||||
2022
|
2021
|
2020
|
||||||||||
Issued and paid-in share capital as at January 1
|
125,770
|
79,866
|
19,870
|
|||||||||
Issued in reverse merger
|
-
|
-
|
30,526
|
|||||||||
Exercise of share options during the period – Investor-related
|
-
|
3,010
|
11,302
|
|||||||||
Exercise of share options during the period – Share-Based Payment-related
|
1,108
|
2,218
|
294
|
|||||||||
Issued not for cash during the period (1)
|
1,023
|
12,088
|
-
|
|||||||||
Issued for cash during the period (2)
|
18,571
|
28,588
|
17,874
|
|||||||||
Issued and paid-in share capital as at December 31
|
146,472
|
125,770
|
79,866
|
|||||||||
Authorized share capital
|
1,000,000
|
1,000,000
|
1,000,000
|
(1) |
In February 2021, the Company completed a purchase of all of the outstanding share capital not yet owned by the Company, of Belgian cultured fat developer Peace of Meat BV. See Note 16 for information regarding the issuance of shares as part of the consideration in 2022.
|
(2) |
On July 5, 2022, the Company consummated a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of 600,000 American Depositary Shares (“ADSs”), each representing ten (10) ordinary shares of no par value, at a price of USD 3.50 per ADS, pre-funded warrants to purchase 1,257,143 ADSs at a price of USD 3.4999 (that was already paid) with an exercise price of USD 0.0001 per ADS to be paid once exercised, classified as equity, and warrants to purchase 1,857,143 ADSs for five years with an exercise price of USD 3.50 per ADS. The warrants include net exercise mechanism, and were therefore classified as a derivative (see Note 9B). The securities were offered in the framework of a registered direct offering. The gross proceeds were approximately USD 6.5 million, and the net proceeds were approximately USD 5.8 million. All pre-funded warrants were exercised through December 31, 2022. Issuance costs were allocated pro rata between equity and profit or loss according to the equity and derivative ratio.
|
B. |
Derivative instrument – Investor Warrants
|
December 31,
|
||||
2022
|
||||
USD thousand
|
||||
Grant date price investor warrants
|
4,495
|
|||
Changes in fair value through profit or loss
|
(3,800
|
)
|
||
Effect of changes in exchange rate
|
187
|
|||
Investor warrants as of December 31, 2022
|
882
|
Date of grant and eligible recipients
|
Terms of the instrument
|
No. of ordinary shares (thousands)
|
Vesting Conditions
|
Contractual
duration of the instrument (years)
|
||||
Options awarded to CEO and Chairman on March 15, 2022
|
Options exercisable for ordinary shares
|
850
|
12 quarterly tranches
|
4 years
|
||||
Options awarded to employees of the Company on March 24, 2022
|
Options exercisable for ordinary shares
|
775
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
||||
Options awarded to employees of the Company on June 10, 2022
|
Options exercisable for ordinary shares
|
2,180
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
||||
Options awarded to employees of the Company on November 24, 2022
|
Options exercisable for ordinary shares
|
1,695
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
||||
Total options exercisable into shares
|
5,500
|
A. |
Number and weighted average exercise prices of options and RSUs
|
Number of options and RSUs
|
Weighted average exercise price
|
Number of options and RSUs
|
Weighted average exercise price
|
|||||||||||||
2022
|
2022
|
2021
|
2021
|
|||||||||||||
USD
|
USD
|
|||||||||||||||
Outstanding at January 1
|
19,035,257
|
0.71
|
9,505,140
|
0.84
|
||||||||||||
Granted during the year
|
5,500,000
|
0.35
|
14,559,520
|
0.66
|
||||||||||||
Forfeited during the year
|
3,390,640
|
1.17
|
194,673
|
0.52
|
||||||||||||
Exercised during the year(1)
|
1,107,735
|
0.04
|
4,834,730
|
0.82
|
||||||||||||
Outstanding at December 31
|
20,036,882
|
0.53
|
19,035,257
|
0.71
|
||||||||||||
Exercisable at December 31
|
4,925,184
|
1.67
|
3,562,192
|
0.99
|
(1) |
Partly executed through cashless mechanism
|
B. |
Information on measurement of fair value of share-based payment plans
|
Fair value at date awarded
|
USD 1,331 thousand
|
Parameters taken into account in the fair value calculation:
|
|
Share price (USD at date awarded)
|
0.21-0.51
|
Exercise price (USD unlinked)
|
0.20-0.52
|
Expected volatility (weighted average)
|
91.25%-100.74%
|
Exercise life
|
2.0-2.8 years
|
Risk-free interest rate
|
2.03%-4.04%
|
Expected rate of dividend
|
0%
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
4,937
|
3,425
|
1,369
|
|||||||||
Share-based payment(1)
|
564
|
911
|
476
|
|||||||||
Materials
|
1,983
|
1,875
|
319
|
|||||||||
Professional services
|
432
|
403
|
89
|
|||||||||
Maintenance, office and software fees
|
389
|
145
|
116
|
|||||||||
Depreciation and amortization
|
1,067
|
400
|
59
|
|||||||||
D&O insurance
|
189
|
332
|
-
|
|||||||||
Others
|
240
|
103
|
63
|
|||||||||
Total Research and Development Expenses
|
9,801
|
7,594
|
2,491
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
821
|
494
|
255
|
|||||||||
Share-based payment(1)
|
149
|
570
|
139
|
|||||||||
PR and advertisement
|
1,772
|
507
|
91
|
|||||||||
Maintenance, office and software fees
|
59
|
22
|
13
|
|||||||||
Depreciation and amortization
|
84
|
17
|
3
|
|||||||||
D&O insurance
|
82
|
-
|
-
|
|||||||||
Others
|
77
|
18
|
5
|
|||||||||
Total Marketing Expenses
|
3,044
|
1628
|
506
|
Note 13 – General and Administrative Expenses
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
1,796
|
1,328
|
556
|
|||||||||
Share-based payment(1)
|
433
|
2,484
|
3,343
|
|||||||||
Legal and professional services(1)
|
2,476
|
1,499
|
991
|
|||||||||
Contingent liability expenses
|
-
|
-
|
217
|
|||||||||
D&O insurance
|
1,038
|
1,837
|
-
|
|||||||||
Corporate costs
|
217
|
343
|
60
|
|||||||||
Maintenance, office and software fees
|
320
|
149
|
38
|
|||||||||
Depreciation and amortization
|
368
|
263
|
151
|
|||||||||
Others
|
289
|
107
|
24
|
|||||||||
Total General and Administrative Expenses
|
6,937
|
8,010
|
5,380
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Financial Income
|
||||||||||||
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss
|
3,902
|
509
|
110
|
|||||||||
Interest income in cash and cash equivalents
|
85
|
-
|
-
|
|||||||||
Net foreign exchange income
|
891
|
-
|
-
|
|||||||||
Total Financial Income
|
4,878
|
509
|
110
|
|||||||||
Financial Expenses
|
||||||||||||
Net foreign exchange loss
|
-
|
1,279
|
85
|
|||||||||
Interest expense on lease liabilities
|
266
|
9
|
5
|
|||||||||
Bank interest and commission expenses
|
20
|
11
|
3
|
|||||||||
Total Financial Expenses
|
286
|
1,299
|
93
|
|||||||||
Net financing expenses (income) recognized in profit or loss
|
(4,592
|
)
|
790
|
(17
|
)
|
A. |
Details regarding the tax environment of the Company
|
(1) |
Corporate tax rate
|
B. |
Tax Assessments
|
C. |
Unrecognized carryforward losses and deferred taxes
|
USD thousands
|
||||
Cash consideration at closing date
|
4,799
|
|||
Initial cash investment in acquiree
|
1,223
|
|||
Equity instruments issued (4,070,766 ordinary shares) (1)
|
4,359
|
|||
Acquisition-related costs (2)
|
254
|
|||
Total consideration as of consolidation date
|
10,635
|
|||
Contingent consideration (3)
|
9,308
|
|||
Total consideration subject to achievement of all milestones
|
19,943
|
(1) |
The fair value of the ordinary shares issued was based on the share price of the Company at the closing date (February 10, 2021) of NIS 3.986 per share.
|
|
(2) |
Acquisition-related costs include legal expenses and finder’s fees.
|
|
(3) |
Contingent consideration
The Company agreed to pay the selling shareholders and the finder an additional 4,070,766 rights to ordinary shares with a value of USD 4.4 million and cash consideration of USD 4.9 million upon the achievement of defined milestones. The acquisition agreement specified that each milestone must be reached within a six-month period, over a total period of two years, which can be extended by up to nine additional months under circumstances set forth in the acquisition agreement. Peace of Meat achieved the first three milestones, the first two during 2021 and the third during 2022.
|
No liability is being provisioned prior to milestones achievement.
|
Peace Of Meat condensed Balance Sheet (at acquisition date)
|
USD thousands
|
|||
Current assets
|
425
|
|||
Non-current assets
|
588
|
|||
Current liabilities
|
(578
|
)
|
||
Non-current liabilities
|
(16
|
)
|
||
Tangible assets net
|
419
|
Peace Of Meat initial consolidation effect
|
USD thousands
|
|||
Closing cash consideration and related acquisition costs
|
5,053
|
|||
Shares consideration
|
4,359
|
|||
Initial cash investment in acquiree
|
1,223
|
|||
Tangible assets, net
|
(419
|
)
|
||
10,216
|
Note 16 - Subsidiaries (cont.)
Additional contributions post-acquisition date according to milestone achievement:
|
2022
|
2021
|
||||||
Opening balance
|
13,453
|
10,216
|
||||||
Cash consideration
|
838
|
1,960
|
||||||
Payment liabilities
|
-
|
194
|
||||||
Shares consideration (2022: 846,190, 2021:1,852,730 ordinary shares)
|
724
|
1,973
|
||||||
Foreign exchange rate effect |
(648
|
)
|
(890
|
)
|
||||
Total
|
14,367
|
13,453
|
||||||
Impairment valuation result
|
(14,367
|
)
|
-
|
|||||
Period-end intangible asset balance
|
-
|
13,453
|
The aggregate cash flows for the Group as a result of the acquisition in the year ended December 31,
|
2022
|
2021
|
||||||
Cash and cash equivalents paid
|
-
|
(5,053
|
)
|
|||||
Cash and cash equivalents of the subsidiary
|
-
|
205
|
||||||
Cash consideration for milestone achievement during the period
|
(838
|
)
|
(1,960
|
)
|
||||
Net reduction of cash flow relative to acquisition |
(838
|
)
|
(6,808
|
)
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Trade and other payables
|
227
|
261
|
117
|
Expense amounts with respect to related parties
Period ended
December 31,
|
Period ended
December 31,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
General and administrative expenses
|
||||||||||||
Salaries, wages and related expenses
|
486
|
588
|
316
|
|||||||||
Legal and professional services
|
369
|
301
|
281
|
|||||||||
Share-based payments
|
482
|
777
|
488
|
|||||||||
Sales and Marketing expenses
|
||||||||||||
Salaries, wages and related expenses
|
126
|
-
|
-
|
|||||||||
Professional services
|
16
|
-
|
-
|
|||||||||
Share-based payments
|
44
|
-
|
-
|
|||||||||
Research & Development expenses
|
||||||||||||
Salaries, wages and related
|
259
|
338
|
121
|
|||||||||
Share-based payments
|
51
|
66
|
64
|
1. |
Under an office leasing agreement dated May 18, 2021, the Company leased office space and parking spaces, for a monthly fee of USD 51 thousand (NIS 178 thousand) linked to the CPI, including management fees and insurance, for a period of 4 years, with an option to extend the term of the lease by an additional term of 4 years. On February 2022, after receiving the facilities, the Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 3,625 thousand (NIS 12,687 thousand). The incremental interest rate used for estimating the liability is 8.77%.
In conjunction with the aforementioned lease, the Company terminated its previous leasing agreements in Israel.
|
2. |
Right-of-Use Asset
|
USD thousands
|
||||
Balance as at January 1, 2021
|
168
|
|||
Additions following the acquisition of POM
|
16
|
|||
Additions during the year
|
512
|
|||
Amortization during the year
|
(286
|
)
|
||
Effect of changes in exchange rates
|
(3
|
)
|
||
Balance as at December 31, 2021
|
407
|
|||
Additions during the year
|
4,099
|
|||
Terminations during the year
|
(239
|
)
|
||
Amortization during the year
|
(619
|
)
|
||
Effect of CPI
|
145
|
|||
Effect of changes in exchange rates
|
(393
|
)
|
||
Balance as at December 31, 2022
|
3,400
|
3. |
Maturity analysis of for the Company’s lease liabilities
|
December 31,
|
December 31,
|
|||||||
2022
|
2021
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Up to one year
|
394
|
165
|
||||||
1-8 years
|
3,109
|
246
|
||||||
Total
|
3,503
|
411
|
4. |
Amounts recognized in profit or loss
|
Year ended December 31,
|
Year ended December 31,
|
Year ended December 31,
|
||||||||||
2022
|
2021
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Amortization of ROU asset
|
619
|
286
|
146
|
|||||||||
Expenses related to short-term leases
|
149
|
-
|
-
|
|||||||||
Interest and CPI expenses on lease liability
|
266
|
9
|
5
|
Year ended
December 31,
2022
|
Year ended
December 31,
2021
|
Year ended
December 31, 2020
|
||||||||||
Issued and paid-in share capital as at January 1
|
125,770,107
|
79,866,264
|
19,870,337
|
|||||||||
Weighted average of the number of ordinary shares of
Steakholder Foods Ltd. issued during the year
|
10,130,762
|
36,088,237
|
40,241,860
|
|||||||||
Weighted average of the number of ordinary shares used
to calculate basic earnings per share
|
135,900,869
|
115,954,501
|
60,112,197
|
A. |
Steakholder Foods Ltd. restricted a deposit of USD 29 thousand (NIS 100 thousand) in favor of a bank to secure its liabilities with respect to credit cards.
|
B. |
To secure its undertakings in connection with its future lease agreement, Steakholder Foods Ltd. provided a bank guarantee in the amount of USD 296 thousand (NIS 1,040 thousand), for which a restricted deposit has been recorded.
|
C. |
To secure its undertakings in connection with its lease agreements as described in Note 19, POM provided a bank guarantee in the amount of USD 24 thousand (EUR 23 thousand), for which a restricted deposit has been recorded.
|
A. |
Framework for risk management
|
B. |
Credit risk
|
C. |
Liquidity risk
|
D. |
Market risk
|
E. |
Fair value
|
1. |
On January 9, 2023, the Company consummated an underwritten public offering of 1,550,000 American Depositary Shares (“ADSs”) at a price of USD 1.00 per ADS and pre-funded warrants to purchase 4,950,000 ADSs at a purchase price of USD 0.9999 per warrant and an exercise price of USD 0.0001 per warrant, for total immediate gross proceeds of approximately USD 6.5 million. As part of the offering, the Company issued warrants to purchase 6,500,000 ADSs, exercisable immediately for a period of five years, with an exercise price of USD 1.00 per ADS. Underwriting discounts and other offering expenses totaled approximately USD 0.7 million. In connection with the offering, the Company entered into an agreement with an existing investor to reduce the exercise price of outstanding warrants to purchase up to 1,857,143 ADS which were issued in the Company’s July 2022 registered direct offering (the “Prior Warrants”) from USD 3.50 per ADS to USD 1.00 per ADS, and to extend the term of the Prior Warrants until January 10, 2028.
|
2. |
On March 2, 2023, the Company announces that Mr. Eitan Noah, previously VP Finance of the Company, will be promoted to the position of Company’s Chief Financial Officer on April 5, 2023, replacing the current CFO, Mr. Guy Hefer, who is stepping down for personal reasons.
|
3. |
On April 3, 2023, the Company announced that Peace of Meat would close, in the context of optimizing its funds and investment strategy, alongside enabling a greater focus on recently-announced core goals such as accelerating the commercialization of its 3D printing technology. See also Note 16.
|
4. |
On March 27, 2023, the Company received a letter from the Nasdaq, indicating that it is not in compliance with the minimum bid price requirement of $1.00 per shares for continued listing. The letter, which has no immediate effect on the Company’s Nasdaq listing or the trading of its American Depositary Shares (ADSs), states that the Company has a compliance period of 180 days (until September 18, 2023) to regain compliance with the minimum bid price requirement. The Company can regain compliance if, at any time during this 180-day period, the closing bid price of its ordinary shares is at least $1.00 for a minimum of ten consecutive business days.
|
5. |
On April 3, 2023, the Company announced its participation in a strategic investment round in Wilk Technologies Ltd. (TASE: WILK), alongside leading players in the food industry, such as Danone and the Central Bottling Co. Ltd. (owner of Tara, Coca Cola Israel and more). The transaction was approved by the Company's audit committee (due to related party considerations) and board of directors. As part of the investment, the Company purchased ordinary shares of Wilk in the amount of $450,000 at a 15% discount below their 45-day average closing price, giving the Company a 2.5% stake in Wilk.
|
F - 37
Exhibit No. | Description | |
* | English translation of original Hebrew document. |
STEAKHOLDER FOODS LTD. | ||
By: | /s/ Arik Kaufman | |
Arik Kaufman | ||
Chief Executive Officer |
1 Year Steakholder Foods Chart |
1 Month Steakholder Foods Chart |
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