PROSPECTUS
|
Filed pursuant to Rule 424(b)(4)
Registration No. 333-268559
|
|
Per ADS and Accompanying Warrant(1)
|
Per Pre-
Funded Warrant and Accompanying Warrant(1) |
Total
|
|||||||||
Public offering price
|
$
|
1.00
|
$
|
0.9999
|
$
|
6,499,505
|
||||||
Underwriting discounts and commissions (2)
|
$
|
0.07
|
$
|
0.069993
|
$
|
454,965
|
||||||
Proceeds to us (before expenses)
|
$
|
0.93
|
$
|
0.929907
|
$
|
6,044,540
|
(1) |
The public offering price and underwriting discounts and commissions correspond to a public offering price per ADS of $1.00, a public offering price per warrant of $0.0001 and a public
offering price per pre-funded warrant of $0.9999.
|
(2) |
For a description of the additional compensation to be received by the underwriters, see “Underwriting” beginning on page 122 for additional information regarding the
underwriters’ compensation.
|
Sole Book-Running Manager
|
A.G.P.
|
Lead Manager
|
Maxim Group LLC
|
1 |
|
11 | |
40 | |
41 | |
42 | |
43 | |
44 | |
45 | |
55 | |
75 | |
95 | |
97 | |
98 | |
105 | |
114 | |
115 | |
123 | |
128 | |
129 | |
129 | |
129 | |
130 | |
F - 1 |
• |
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 (B2C and 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.
|
• |
Commercialize our technologies for use in consumer and business markets. We 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.
|
• |
Develop additional alternative proteins to meet growing industry demand. There
are substantial technological challenges inherent in expanding our offering beyond our current cultivated beef, pork and avian 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. Our first step in this direction was the 2021 acquisition of Peace of
Meat BV, or Peace of Meat, with the aim of developing avian fat for the alternative meat industry by applying proprietary technology to mimic the cellular composition of conventional poultry. In addition, in
January 2023, we announced a collaboration with Singaporean cultivated seafood developer, Umami Meats Pte Ltd., or Umami Meats, to develop 3D-printed structured eel and grouper products pursuant to a grant from
the Singapore-Israel R&D Foundation.
|
• |
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.
|
• |
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 may not fully realize the anticipated benefits of the acquisition, and we may have operational challenges in managing the business and staff of Peace of Meat
BV, or Peace of Meat.
|
• |
We may have to take significant charges against earnings.
|
• |
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.
|
• |
You will experience immediate and substantial dilution in the net tangible book value of the ADSs.
|
• |
The ADS price may be volatile, and you may lose all or part of your investment in this offering.
|
• |
The Pre-Funded Warrants and Warrants are speculative in nature and there is no established market for the Warrants and Pre-Funded Warrants being offered in this offering.
|
• |
The Warrants and the Pre-Funded Warrants will be treated as a derivative liability, which could cause us to recognize certain adverse changes to our financial
statements.
|
• |
We have broad discretion as to the use of the net proceeds from this offering.
|
• |
A lack of, inaccurate or unfavorable research coverage could cause the price of the ADSs and trading volume to decline.
|
• |
The market price of the ADSs could be negatively affected by future sales of the ADSs.
|
• |
We have never paid, and do not intend to pay for the foreseeable future, dividends on our Securities.
|
• |
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 holders of our Ordinary Shares.
|
• |
ADS holders may be subject to limitations on the transfer of their ADSs.
|
• |
As a foreign private issuer whose ADSs are listed on Nasdaq, we follow certain home country corporate governance practices instead of certain Nasdaq requirements.
We are not subject to U.S. proxy rules and are exempt from certain Exchange Act reporting requirements. If we were to lose our foreign private issuer status, our costs to modify our practices and maintain
compliance under U.S. securities laws and Nasdaq rules would be significantly higher.
|
• |
If we are a “passive foreign investment company,” or PFIC, or a controlled foreign corporation for U.S. federal income tax purposes, there may be adverse U.S. federal income tax
consequences to U.S. investors.
|
• |
a requirement to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced
Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;
|
•
|
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 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. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Emerging Growth Company Status.”
|
• |
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;
|
• |
the requirement to comply with Regulation FD, which restricts selective disclosure of material information;
|
• |
the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from
trades made in a short period of time; and
|
• |
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or
current reports on Form 8-K upon the occurrence of specified significant events.
|
ADSs offered by us in the offering
|
1,550,000 ADSs, each representing ten (10) Ordinary Shares, at a public offering price of $1.00 per ADS.
|
|
Pre-Funded Warrants offered by us
|
We are also offering Pre-Funded Warrants to purchase 4,950,000 ADSs to each purchaser whose purchase of ADSs in this offering would otherwise
result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding Ordinary Shares immediately following the consummation of this offering, the
opportunity to purchase, if the purchaser so chooses, Pre-Funded Warrants in lieu of ADSs that would otherwise result in the purchaser’s beneficial ownership exceeding 9.99% of our outstanding Ordinary Shares. Each
Pre-Funded Warrant will be immediately exercisable for one ADS and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The purchase price of each Pre-Funded Warrant will equal the
price per share at which the ADSs are being sold to the public in this offering, minus $0.0001, the exercise price of each Pre-Funded Warrant.
|
|
Warrants
|
Each warrant will have an exercise price of $1.00 per ADS, will be immediately exercisable and will expire five years from the date of
issuance. To better understand the terms of the warrants, you should carefully read the “Description of the Offered Securities” section of this prospectus. You should also read the form of warrant, which is filed as
an exhibit to the registration statement that includes this prospectus.
|
|
Total number of Ordinary Shares outstanding immediately before this offering
|
146,471,677 Ordinary Shares.
|
|
Total number of Ordinary Shares outstanding immediately after this offering
|
Up to 161,971,677 Ordinary Shares, assuming no exercise of the Pre-Funded Warrants, or 171,721,677 Ordinary Shares if the
underwriters exercise in full the over-allotment option to purchase additional ADSs, assuming no exercise of the Pre-Funded Warrants.
|
|
The ADSs
|
Each ADS represents ten (10) Ordinary Shares.
The depositary will hold Ordinary Shares underlying our ADSs. You will have rights as provided in the deposit agreement among us, the depositary and owners and beneficial owners of ADSs from
time to time.
To better understand the terms of our ADSs, you should carefully read the “Description of the Offered Securities” section of this prospectus. You should also read the
deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.
|
|
Over-allotment option
|
We have granted the underwriters an option for a period of up to 45 days to purchase, at the public offering price, up
to an additional 975,000 ADSs and 975,000 Warrants, less underwriting discounts and commissions, to cover over-allotments, if any
|
|
Use of proceeds
|
We expect to receive approximately $5.7 million in net proceeds from the sale of ADSs and/or Pre-Funded Warrants offered by us in this
offering (approximately $6.6 million if the underwriters exercise their over-allotment option in full), based upon a public offering price of $1.00 per ADS.
We will use the net proceeds that we receive from the sale of the Securities offered by this prospectus for general corporate purposes, which may include operating expenses, working capital,
future acquisitions or share repurchases, general capital expenditures and satisfaction of debt obligations. We have not determined the amount of net proceeds to be used specifically for such purposes. See “Use of
Proceeds” for additional information.
|
|
Risk factors
|
Investing in our Securities involves a high degree of risk. You should read the “Risk Factors” section starting on page 11 of this prospectus for a discussion of factors to
consider carefully before deciding to invest in our Securities.
|
|
Listing
|
Our ADSs are traded on Nasdaq under the symbol “STKH.” We do not intend to apply for a listing of the Pre-Funded Warrants on any national securities exchange or other
nationally recognized trading system.
|
|
Depositary
|
The Bank of New York Mellon.
|
|
• |
1,303,002 ADSs issuable upon the exercise of options and restricted share units to purchase ADSs outstanding as of such date, at a weighted average exercise price of $6.72
per ADS;
|
|
• |
a total of 1,607,728 of our ADSs reserved for future issuance under our 2022 Share Incentive Plan, as of such date;
|
|
• |
704,454 ADSs issuable upon exercise of options and restricted share units outstanding as of such date at an exercise price to be determined at the time of exercise using a pre-determined formula;
|
|
• |
3,539,982 ADSs issuable upon the exercise of investor warrants to purchase ADSs outstanding as of such date at a weighted average
exercise price of $7.42 per ADS, which warrants are expected to remain outstanding at the consummation of this offering; and
|
|
• |
139,020 ADSs issuable upon exercise of rights to investors that had been granted and remained outstanding as of such date with
no exercise price, vesting based on milestones yet to be achieved.
|
|
• |
no exercise or forfeiture of the outstanding options or warrants or settlement of restricted share units after January 4, 2023;
|
|
• |
no exercise by the underwriters of their over-allotment option; and
|
|
• |
no exercise of Underwriter Warrants.
|
Year Ended December 31,
|
Six Months Ended
June 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
2021
|
2020
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||||||||
(U.S. Dollars, in thousands, except per share and weighted
average shares data) |
||||||||||||||||||||||||
Consolidated Statements of Loss and Other Comprehensive Loss
|
||||||||||||||||||||||||
Research and development expenses
|
7,594
|
2,491
|
4,427
|
2,910
|
7,219
|
4,928
|
||||||||||||||||||
Marketing expenses
|
1,628
|
506
|
1,959
|
605
|
2,426
|
872
|
||||||||||||||||||
General and administrative expenses
|
8,010
|
5,380
|
3,687
|
4,159
|
4,982
|
5,961
|
||||||||||||||||||
Public listing expenses
|
-
|
10,164
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Operating loss
|
17,232
|
18,541
|
10,073
|
7,674
|
14,627
|
11,761
|
||||||||||||||||||
Financing income
|
(509
|
) |
(110
|
)
|
(1,062
|
)
|
(401
|
)
|
(3,258
|
)
|
(457
|
)
|
||||||||||||
Financing expenses
|
1,299
|
93
|
145
|
493
|
262
|
434
|
||||||||||||||||||
Total financing (income) expenses
|
790
|
(17
|
)
|
(917
|
)
|
92
|
(2,996
|
)
|
(23
|
)
|
||||||||||||||
Loss for the period
|
$
|
18,022
|
$
|
18,524
|
$
|
9,156
|
7,766
|
$
|
11,631
|
11,738
|
||||||||||||||
Capital reserve for financial assets at fair value that will not be transferred to profit or loss
|
-
|
334
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Currency translation differences loss (income) that will not be transferred to profit or loss over NIS
|
(1,942
|
) |
(758
|
)
|
2,326
|
(293
|
)
|
2,301
|
(456
|
)
|
||||||||||||||
Currency translation differences loss (income) that might be transferred to profit or loss over EUR
|
1,447
|
-
|
847
|
216
|
1,745
|
717
|
||||||||||||||||||
Total comprehensive loss for the period
|
$
|
17,527
|
$
|
18,100
|
$
|
12,329
|
7,689
|
$
|
15,677
|
11,999
|
||||||||||||||
Basic and diluted loss per ordinary share
|
$
|
0.155
|
$
|
0.308
|
$
|
0.072
|
0.072
|
$
|
0.088
|
0.104
|
||||||||||||||
Weighted average number of Ordinary Shares outstanding used to compute-basic and diluted:
|
115,954,501
|
60,112,197
|
126,385,924
|
107,189,837
|
132,652,822
|
112,891,686
|
|
As of September 30, 2022
|
|||||||
|
Actual
|
As
Adjusted(1) |
||||||
|
(U.S. Dollars in thousands)
|
|||||||
Consolidated Balance Sheet Data:
|
||||||||
Cash and cash equivalents
|
$
|
11,203
|
$
|
16,936
|
||||
Total assets
|
33,226
|
38,959
|
||||||
Derivative instrument
|
(2,450
|
)
|
(6,549
|
)
|
||||
Total non-current liabilities
|
(3,195
|
)
|
(3,195
|
)
|
||||
Accumulated deficit
|
48,602
|
49,086
|
||||||
Total shareholders’ equity
|
(24,439
|
)
|
(26,072
|
)
|
(1)
|
As adjusted gives effect to the issuance and sale in this offering of 1,550,000 ADSs at the public offering price of $1.00 per ADS and 4,950,000 Pre-Funded
Warrants at the price of $0.9999 per Pre-Funded Warrant, together representing 65,000,000 Ordinary Shares (assuming the full exercise of the Pre-Funded Warrants), after deducting the estimated underwriting
discounts and commissions and estimated offering expenses payable by us.
|
• |
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;
|
• |
the effects of the COVID-19 pandemic;
|
• |
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.
|
• |
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, including with respect to our recent acquisition of Peace of Meat, and any future acquisitions, joint
ventures, collaborations or similar transactions;
|
• |
the potential business or economic disruptions caused by the COVID-19 pandemic;
|
• |
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 predict and timely respond to preferences for alternative proteins and cultured meats and new trends; and
|
• |
other risks and uncertainties, including those listed under the heading “Risk Factors” in this prospectus and our Annual Report on Form
20-F for the year ended December 31, 2021, filed with the SEC on March 24, 2022.
|
•
|
on an actual basis; and
|
|
•
|
on an as adjusted basis, to give effect to the issuance and sale in this offering of 1,550,000 ADSs
representing 15,500,000 Ordinary Shares at the public offering price of $1.00 per ADS and 4,950,000 Pre-Funded Warrants representing 49,500,000 Ordinary Shares once exercised, at the price of $0.9999 per
Pre-Funded Warrant, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
|
As of September 30, 2022
|
||||||||
Actual
|
As adjusted
|
|||||||
(U.S. Dollars, in thousands)
|
||||||||
Cash and cash equivalents
|
11,203
|
16,936
|
||||||
Derivative liability
|
(2,450
|
)
|
(6,549
|
)
|
||||
Shareholders’ equity:
|
||||||||
Equity:
|
||||||||
Ordinary Shares, no per share: 1,000,000,000 ordinary shares authorized (actual and as adjusted); 135,767,137 Ordinary Shares issued and outstanding (actual); 199,542,510 Ordinary
Shares outstanding (as adjusted)
|
||||||||
Share capital and premium on shares
|
(72,231
|
)
|
(74,246
|
)
|
||||
Capital reserves
|
(3,581
|
)
|
(3,683
|
)
|
||||
Currency translation differences reserve
|
2,771
|
2,771
|
||||||
Accumulated deficit
|
48,602
|
49,086
|
||||||
Total shareholders’ capital equity
|
(24,439
|
)
|
(26,072
|
)
|
|
•
|
1,303,002 ADSs issuable upon the exercise of options and restricted share units to purchase ADSs outstanding as of January 4, 2023, at a weighted average exercise price
of $6.72 per ADS;
|
|
•
|
a total of 1,607,728 of our ADSs reserved for future issuance under our 2022 Share Incentive Plan, as of January 4, 2023;
|
|
•
|
704,454 ADSs issuable upon exercise of options and restricted share units outstanding as of January 4, 2023, at an exercise price to be determined at the time
of exercise using a pre-determined formula;
|
|
•
|
3,539,982 ADSs issuable upon the exercise of investor warrants to purchase ADSs outstanding as of January 4, 2023, at a weighted average
exercise price of $7.42 per ADS, which warrants are expected to remain outstanding at the consummation of this offering; and
|
|
•
|
139,020 ADSs issuable upon exercise of rights to investors that had been granted and remained outstanding as of January 4, 2023, with no
exercise price, vesting based on milestones yet to be achieved.
|
|
•
|
no exercise or forfeiture of the outstanding options or warrants or settlement of restricted share units after January 4, 2023;
|
•
|
no exercise by the underwriters of their over-allotment option; and
|
•
|
no exercise of Underwriter Warrants.
|
Public offering price per ADS
|
$
|
1.00
|
||||||
|
||||||||
Net tangible book value per ADS as of September 30, 2022
|
$
|
0.94
|
||||||
Decrease in net tangible book value per ADS attributable to the offering
|
$
|
0.22
|
||||||
|
||||||||
As-adjusted net tangible book value per ADS after giving effect to the offering
|
$
|
0.28
|
||||||
|
||||||||
Dilution in net tangible book value per ADS to new investors
|
$
|
0.72
|
|
•
|
1,303,002 ADSs issuable upon the exercise of options and restricted share units to purchase ADSs outstanding as of January 4, 2023, at a weighted average exercise price of
$6.72 per ADS;
|
|
|
•
|
a total of 1,607,728 of our ADSs reserved for future issuance under our 2022 Share Incentive Plan, as of January 4, 2023;
|
|
|
•
|
704,454 ADSs issuable upon exercise of options and restricted share units outstanding as of January 4, 2023, at an exercise price to be determined at the time of
exercise using a pre-determined formula;
|
|
|
•
|
3,539,982 ADSs issuable upon the exercise of investor warrants to purchase ADSs outstanding as of January
4, 2023, at a weighted average exercise price of $7.42 per ADS, which warrants are expected to remain outstanding at the consummation of this offering; and
|
|
|
•
|
139,020 ADSs issuable upon exercise of rights to investors that had been granted and remained outstanding as of January 4, 2023, with no exercise price, vesting
based on milestones yet to be achieved.
|
no exercise or forfeiture of the outstanding options or warrants or settlement of restricted share units after January 4, 2023;
|
no exercise by the underwriters of their over-allotment option; and
|
no exercise of Underwriter Warrants.
|
• |
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,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
USD in thousands
|
|
|
|
|
|
|
||
Operating expenses:
|
|
|
|
|
|
|
||
Research and development expenses
|
|
$
|
7,594
|
|
|
$
|
2,491
|
|
Marketing expenses
|
|
|
1,628
|
|
|
|
506
|
|
General and administrative expenses
|
|
|
8,010
|
|
|
|
5,380
|
|
Public listing expenses
|
|
|
-
|
|
|
|
10,164
|
|
Loss from operations
|
|
$
|
17,232
|
|
|
$
|
18,541
|
|
Finance income
|
|
|
509
|
|
|
|
110
|
|
Finance expense
|
|
|
1,299
|
|
|
|
93
|
|
|
|
|
|
|
|
|
|
|
Finance expense (income), net
|
|
|
790
|
|
|
|
(17
|
)
|
Net loss
|
|
$
|
18,022
|
|
|
$
|
18,524
|
|
|
|
Six months Ended June 30,
|
|
|||||
|
|
2022
|
|
|
2021
|
|
||
USD in thousands
|
|
|
|
|
|
|
||
Operating expenses:
|
|
|
|
|
|
|
||
Research and development expenses
|
|
$
|
4,427
|
|
|
$
|
2,910
|
|
Marketing expenses
|
|
|
1,959
|
|
|
|
605
|
|
General and administrative expenses
|
|
|
3,687
|
|
|
|
4,159
|
|
Loss from operations
|
|
$
|
10,073
|
|
|
$
|
7,647
|
|
Finance income
|
|
|
(1,062)
|
|
|
|
(401
|
|
Finance expense
|
|
|
145
|
|
|
|
493
|
|
|
|
|
|
|
|
|
|
|
Finance expense (income), net
|
|
|
(917)
|
|
|
|
92
|
|
Net loss
|
|
$
|
9,156
|
|
|
$
|
7,766
|
|
|
Nine months Ended September 30,
|
|||||||
|
2022
|
2021
|
||||||
USD in thousands
|
||||||||
Operating expenses:
|
||||||||
Research and development expenses
|
$
|
7,219
|
$
|
4,928
|
||||
Marketing expenses
|
2,426
|
872
|
||||||
General and administrative expenses
|
4,982
|
5,961
|
||||||
Loss from operations
|
$
|
14,627
|
$
|
11,761
|
||||
Finance income
|
(3,258
|
)
|
(457
|
)
|
||||
Finance expense
|
262
|
434
|
||||||
|
||||||||
Finance expense (income), net
|
(2,996
|
)
|
(23
|
)
|
||||
Net loss
|
$
|
11,632
|
$
|
11,738
|
|
|
Year Ended December 31,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
USD in thousands
|
|
|
|
|
|
|
||
Net cash used in operating activities
|
|
$
|
(13,960
|
)
|
|
$
|
(3,832
|
)
|
Net cash used in investing activities
|
|
|
(9,340
|
)
|
|
|
(1,875
|
)
|
Net cash provided by financing activities
|
|
|
29,023
|
|
|
|
17,345
|
|
Net increase in cash and cash equivalents
|
|
$
|
5,723
|
|
|
$
|
11,638
|
|
|
|
Six months Ended June 30,
|
|
|||||
|
|
2022
|
|
|
2021
|
|
||
USD in thousands
|
|
|
|
|
|
|
||
Net cash used in operating activities
|
|
$
|
(7,448
|
)
|
|
$
|
(5,048
|
)
|
Net cash used in investing activities
|
|
|
(2,476
|
)
|
|
|
(6,381
|
)
|
Net cash provided by financing activities
|
|
|
(314)
|
|
|
|
29,059
|
|
Net increase in cash and cash equivalents
|
|
$
|
(10,238)
|
|
|
$
|
17,630
|
|
|
Nine months Ended September 30,
|
|||||||
|
2022
|
2021
|
||||||
USD in thousands
|
||||||||
Net cash used in operating activities
|
$
|
(9,845
|
)
|
$
|
(9,612
|
)
|
||
Net cash used in investing activities
|
(2,711
|
)
|
(7,402
|
)
|
||||
Net cash provided by financing activities
|
5,330
|
28,965
|
||||||
Net increase in cash and cash equivalents
|
$
|
(7,226
|
)
|
$
|
11,951
|
• |
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.
|
•
|
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.
|
• |
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.
|
• |
Controlled Growing Environment: 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 good manufacturing practices that are controls to contribute to improved nutrition, health and wellbeing.
|
• |
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.
|
• |
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 (B2C and 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.
|
• |
Commercialize our technologies for use in consumer and business markets. We 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.
In addition, we intend to license our production technology as well as provide associated products, such as cell lines, printheads, bioreactors and incubators, and services, such as
technology implementation, training, and engineering support, whether directly or through contractors, to food processing and food retail companies. We intend to charge our customers a production license fee,
based upon the amount of meat printed. We expect that each production facility will periodically require us to provide them with our proprietary materials, such as fresh sets of starter cells, for a fee. In
addition, other materials used in the production process, such as cell-culture media and additives in our bio-inks may be sourced from third parties. Whether these materials are customized for the specifics of
our production processes, “white-labelled” generic materials or proprietary materials that we have developed, we may charge a fee for restocking such materials; however, we have not yet reached the stage where it
would be possible to estimate to what extent this would contribute to any future revenue stream. Finally, we intend to provide
paid product implementation and guidance services to our customers looking to establish cultivated meat manufacturing facilities. We expect that each facility licensing our technologies will need to deal with
novel challenges and, as a result, will require the assistance of our expert knowledge in order to set up and implement our licensed technologies.
|
• |
Develop additional alternative proteins to meet growing industry demand.
There are substantial technological challenges inherent in expanding our offering beyond our current cultivated beef, pork and avian 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. Our first step in this direction was the 2021 acquisition of Peace
of Meat BV, or Peace of Meat, with the aim of developing avian fat for the alternative meat industry by applying proprietary technology to mimic the cellular composition of conventional poultry. In addition,
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.
By the end of the first quarter of 2023, we intend to complete the project’s first prototype, a structured hybrid grouper product printed using our proprietary
three-dimensional bio-printing technology and bio-inks, customized for cells provided by Umami Meats.
|
• |
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; 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
|
%
|
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
|
44
|
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)
|
42
|
Director
|
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
|
||||||||||||||||||||
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 (5)
|
||||||||||||||||||||
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. Levin resigned his position as Chairman on January 24, 2022.
|
• |
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 Marketplace Rule 5260(c).
|
• |
Shareholder Approval. Although the Nasdaq Marketplace 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 Marketplace Rule 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 Marketplace Rules require that “independent directors,” as defined in the Nasdaq Marketplace 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.
|
•
|
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 2023;
|
•
|
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.
|
• |
refrain from any act involving a conflict of interest between the performance of the office holder’s duties in the company and the office holder’s other duties or personal affairs;
|
|
• |
refrain from any activity that is competitive with the business of the company;
|
• |
refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for the office holder or others; and
|
|
• |
disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of the office holder’s position.
|
• |
a majority of the shares held by shareholders who are not controlling shareholders and 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 are non-controlling shareholders and 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;
|
• |
certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law;
|
• |
expenses incurred by an officeholder in connection with an administrative proceeding conducted in such officer holder’s regard, including reasonable litigation expenses, and including 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 a third party, including a breach arising out of the negligent conduct of the office holder;
|
• |
Breach of the duty of care to the Company, provided that the office holder acted in good faith and had reasonable grounds to believe that the act would not prejudice the company ;
|
• |
financial liability imposed upon an office holder in favor of a third party;
|
• |
financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law;
|
• |
expenses incurred or to be incurred by an office holder in connection with an administrative proceeding, instituted against him or her, pursuant to certain provisions of the Israeli Securities 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.
|
●
|
each person or entity known by us to own beneficially 5% or more of our outstanding Ordinary Shares;
|
●
|
each of our directors and executive officers individually; and
|
●
|
all of our executive officers and directors as a group.
|
Shares Beneficially Owned
Prior to Offering
|
Shares Beneficially Owned
After Offering
|
|||||||||||||||
Name of Beneficial Owner
|
Number
|
Percentage
|
Number
|
Percentage
|
||||||||||||
5% or greater shareholders
|
||||||||||||||||
Shimon Cohen(1)
|
12,175,320
|
8.3
|
%
|
12,175,320
|
7.5
|
%
|
||||||||||
Directors and executive officers
|
||||||||||||||||
Arik Kaufman(2)
|
449,930
|
*
|
449,930
|
*
|
||||||||||||
Guy Hefer(3)
|
291,670
|
*
|
291,670
|
*
|
||||||||||||
Dan Kozlovski(4)
|
133,340
|
*
|
133,340
|
*
|
||||||||||||
Yaron Kaiser(5)
|
1,551,940
|
1.1
|
%
|
1,551,940
|
1.0 |
% |
||||||||||
David Gerbi(6)
|
199,640
|
*
|
199,640
|
*
|
||||||||||||
Eli Arad(7)
|
148,140
|
*
|
148,140
|
*
|
||||||||||||
Sari Singer(8)
|
152,100
|
*
|
152,100
|
*
|
||||||||||||
All directors and executive officers as a group
(7 persons)
|
2,926,760
|
2.0
|
%
|
2,926,760
|
1.8
|
%
|
(1)
|
This information is based solely on a Schedule 13D filed with the SEC on September 22, 2022, pursuant to which Shimon Cohen reported that he is the direct and
beneficial owner of 12,175,320 Ordinary Shares, which represents (i) 305,616 ADSs held by Mr. Cohen in his individual capacity and (ii) 437,245 ADSs, 222,068 ADSs and 252,603 ADSs held indirectly by Mr. Cohen
through S.C. Ma’agarei Enosh Ltd., Reshet Bitachon Ltd. and Ma’agarim Proyektim Ltd., respectively, each of which Mr. Cohen is the sole owner, manager and shareholder. The address for Shimon Cohen is 20 Derech
HaShalom, Tel Aviv, 61250 Israel.
|
(2)
|
Consists of 283,270 Ordinary Shares and options to purchase 166,660
Ordinary Shares exercisable within 60 days of the date of this prospectus, with an exercise price of $0.519. These options expire on March 16, 2026.
|
(3)
|
Consists of options to purchase 166,670 Ordinary Shares exercisable within 60 days of the date of this prospectus, with an exercise
price of NIS 3.49 ($0.99), expiring on March 24, 2025, and options to purchase 125,000 Ordinary Shares exercisable within 60 days of the date of this prospectus, 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 prospectus, with an exercise price of
NIS 1.90 ($0.54). These options expire on August 5, 2024
|
(5)
|
Consists of 1,435,280 Ordinary Shares based on information provided to us by Mr. Kaiser, and options to
purchase 116,660 Ordinary Shares exercisable within 60 days of the date of this prospectus, with an exercise price of $0.519. These options expire on March 16, 2026.
|
(6)
|
Consists of 93,950 Ordinary Shares, RSUs vesting into 7,490 Ordinary Shares within 60 days of the date of this prospectus and options to purchase 98,200 Ordinary Shares within 60 days of the date of this prospectus with an exercise
price of $0.716. These options expire on July 20, 2025.
|
(7)
|
Consists of 42,450 Ordinary Shares, RSUs vesting into 7,490 Ordinary
Shares within 60 days of the date of this prospectus and options to purchase 98,200 Ordinary Shares within 60 days of the date of this prospectus with an exercise price of $0.716. These options
expire on July 20, 2025.
|
(8)
|
Consists of 44,910 Ordinary Shares, and RSUs vesting into 8,990 Ordinary Shares within 60 days of the date of this prospectus
and options to purchase 98,200 Ordinary Shares within 60 days of the date of this prospectus with an exercise price of $0.716. These options expire on July 20, 2025.
|
• |
amendments to our articles of association;
|
• |
appointment, terms of service or and termination of service of our auditors;
|
• |
appointment of directors, including external directors (if applicable);
|
• |
approval of certain related party transactions;
|
• |
increases or reductions of our authorized share capital;
|
• |
a merger; and
|
• |
the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.
|
•
|
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 2023;
|
•
|
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.
|
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
|
Persons depositing or withdrawing ordinary shares or ADS holders must pay
|
|
For
|
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 (including SWIFT), 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 has 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
|
• |
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
|
• |
we delist the ADSs from an exchange in the United States on which they were listed and do not list them on another exchange in the United States or list our
Ordinary Shares on an exchange outside the United States and make arrangements for trading of ADSs on the U.S. over the counter market within a reasonable time;
|
• |
the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act;
|
• |
we appear to be insolvent or enter insolvency proceedings;
|
• |
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
|
• |
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
|
• |
there has been a replacement of deposited securities.
|
• |
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
|
• |
are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;
|
• |
are not liable if we exercise or it exercises discretion permitted under the deposit agreement;
|
• |
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any
special, consequential or punitive damages for any breach of the terms of the deposit agreement;
|
• |
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
|
• |
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system;
|
• |
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; and
|
• |
the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or
holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax
benefit.
|
• |
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Ordinary
Shares or other deposited securities;
|
• |
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
• |
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
|
• |
when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of Ordinary Shares is
blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;
|
• |
when you owe money to pay fees, taxes and similar charges; or
|
• |
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of Ordinary Shares
or other deposited securities.
|
|
• |
1% of the number of Ordinary Shares or ADSs then outstanding; or
|
|
• |
the average weekly trading volume of our or ADSs on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale; provided that current
public information about us is available and the affiliate complies with the manner of sale requirements imposed by Rule 144.
|
|
•
|
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.
|
Name of Underwriter
|
Number of
ADSs and Warrants |
Number of Pre-Funded Warrants and Warrants
|
||||||
A.G.P./Alliance Global Partners
|
1,550,000
|
4,950,000
|
||||||
Maxim Group LLC
|
- |
- |
Per ADS
|
Per Pre-Funded Warrant
|
Total without over-allotment option
|
Total with full over-allotment option
|
|||||||||||||
Public offering price
|
$
|
1.00
|
$
|
0.9999
|
$
|
6,499,505
|
$
|
7,474,505
|
||||||||
Underwriting discounts and commissions to be paid by us (7.0%)(1)
|
|
0.07
|
|
0.069993
|
|
454,965
|
|
523,215
|
||||||||
Non-accountable expense allowance
|
-
|
-
|
25,000
|
25,000
|
||||||||||||
Proceeds, before expenses, to us
|
$
|
0.93
|
$
|
0.929907
|
$
|
6,019,540
|
$
|
6,926,290
|
(1)
|
We have agreed to pay a non-accountable expense (“NAE”) allowance to the underwriter up to an amount that shall not exceed
$25,000, including, but not limited to, IPREO software related expenses, background check(s), tombstones, marketing related expenses; i.e. roadshow, travel, et al. and any other expenses incurred by the
underwriter in connection with the offering. The total NAE allowance shall not exceed $25,000.
|
•
|
to legal entities which are qualified investors as defined under the Prospectus Directive;
|
•
|
by the underwriter to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the
Prospectus Directive, subject to obtaining the prior consent of the representatives of the underwriter for any such offer; or
|
•
|
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of our common stock shall result in a
requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
|
Itemized expense
|
Amount
|
|||
SEC registration fee
|
$
|
1,668
|
||
FINRA filing fee
|
$
|
4,867
|
||
Legal fees and expenses
|
$
|
120,200
|
||
Printing and engraving expenses
|
$
|
10,000
|
||
Accounting fees and expenses
|
$
|
40,000
|
||
Miscellaneous
|
$
|
10,000
|
||
Total
|
$
|
186,735
|
Financial Information of MeaTech 3D 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
|
|||||||||||
2021
|
2020
|
|||||||||||
USD thousands
|
USD thousands
|
|||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
4
|
19,176
|
13,556
|
|||||||||
Other investment
|
6
|
154
|
149
|
|||||||||
Receivables and prepaid expenses
|
5
|
2,782
|
131
|
|||||||||
Total current assets
|
22,112
|
13,836
|
||||||||||
Non-current assets
|
||||||||||||
Restricted deposits
|
405
|
51
|
||||||||||
Other investment
|
6
|
1,355
|
2,513
|
|||||||||
Right-of-use asset
|
19
|
407
|
168
|
|||||||||
Intangible assets
|
16
|
13,453
|
-
|
|||||||||
Fixed assets, net
|
7
|
2,922
|
906
|
|||||||||
Total non-current assets
|
18,542
|
3,638
|
||||||||||
Total Assets
|
40,654
|
17,474
|
||||||||||
Current liabilities
|
||||||||||||
Trade payables
|
382
|
351
|
||||||||||
Other payables
|
8
|
2,239
|
996
|
|||||||||
Current maturities of lease liabilities
|
19
|
165
|
180
|
|||||||||
Derivative instrument
|
-
|
316
|
||||||||||
Total current liabilities
|
2,786
|
1,843
|
||||||||||
Non-current liabilities
|
||||||||||||
Long-term lease liabilities
|
19
|
246
|
-
|
|||||||||
Total non-current liabilities
|
246
|
-
|
||||||||||
Equity
|
||||||||||||
Share capital and premium on shares
|
69,610
|
30,481
|
||||||||||
Capital reserves
|
3,708
|
3,319
|
||||||||||
Currency translation differences reserve
|
1,275
|
780
|
||||||||||
Accumulated deficit
|
(36,971
|
)
|
(18,949
|
)
|
||||||||
Total Equity
|
37,622
|
15,631
|
||||||||||
Total liabilities and Equity
|
40,654
|
17,474
|
Year ended
December 31,
|
Year ended December 31,
|
Year ended
December 31,
|
||||||||||||||
2021
|
2020
|
2019
|
||||||||||||||
USD thousands, except share data
|
USD thousands, except share data
|
USD thousands, except share data
|
||||||||||||||
Research and development expenses
|
11
|
7,594
|
2,491
|
166
|
||||||||||||
Marketing expenses
|
12
|
1,628
|
506
|
-
|
||||||||||||
General and administrative expenses
|
13
|
8,010
|
5,380
|
256
|
||||||||||||
Public listing expenses
|
-
|
10,164
|
-
|
|||||||||||||
Operating loss
|
17,232
|
18,541
|
422
|
|||||||||||||
Financing income
|
14
|
509
|
110
|
-
|
||||||||||||
Financing expenses
|
14
|
1,299
|
93
|
1
|
||||||||||||
Loss for the year
|
18,022
|
18,524
|
423
|
|||||||||||||
Capital reserve for financial assets at fair value that will not be transferred to profit or loss
|
-
|
334
|
-
|
|||||||||||||
Currency translation differences loss (income) that will not be transferred to profit or loss over ILS
|
(1,942
|
)
|
(758
|
)
|
(22
|
)
|
||||||||||
Currency translation differences loss (income) that might be transferred to profit or loss over EUR
|
1,447
|
-
|
-
|
|||||||||||||
Total comprehensive loss for the year
|
17,527
|
18,100
|
401
|
|||||||||||||
Loss per ordinary share, no par value (USD)
|
||||||||||||||||
Basic and diluted loss per share (USD)
|
0.155
|
0.308
|
0.022
|
|||||||||||||
Weighted-average number of shares outstanding - basic and diluted (shares)
|
115,954,501
|
60,112,197
|
19,484,478
|
Share capital and capital premium
|
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, 2021
|
30,481
|
(334
|
)
|
14
|
780
|
3,639
|
(18,949
|
)
|
15,631
|
|||||||||||||||||||
Share-based payments
|
-
|
-
|
-
|
-
|
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 year
|
-
|
-
|
-
|
-
|
-
|
(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
|
|||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||||||||
Issuance of shares and warrants, net
|
1,880
|
-
|
-
|
-
|
-
|
-
|
1,880
|
|||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
22
|
-
|
22
|
|||||||||||||||||||||||
Transaction with a related party
|
-
|
-
|
14
|
-
|
-
|
-
|
14
|
|||||||||||||||||||||
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(423
|
)
|
(423
|
)
|
|||||||||||||||||||
Balance as at December 31, 2019
|
1,880
|
-
|
14
|
22
|
-
|
(425
|
)
|
1,491
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||||||
2021
|
2020
|
2019
|
||||||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||||||
Cash flows - operating activities
|
||||||||||||||||
Net Loss for the period
|
(18,022
|
)
|
(18,524
|
)
|
(423
|
)
|
||||||||||
Adjustments:
|
||||||||||||||||
Depreciation and amortization
|
680
|
213
|
21
|
|||||||||||||
Change in fair value of derivative
|
(316
|
)
|
(36
|
)
|
14
|
|||||||||||
Change in fair value of other investment
|
6
|
(193
|
)
|
(74
|
)
|
-
|
||||||||||
Changes in net foreign exchange expenses
|
1,279
|
-
|
-
|
|||||||||||||
Share-based payment expenses
|
3,965
|
3,958
|
-
|
|||||||||||||
Public listing expenses
|
-
|
10,164
|
-
|
|||||||||||||
Changes in asset and liability items:
|
||||||||||||||||
Decrease (increase) in receivables
|
(2,351
|
)
|
5
|
(36
|
)
|
|||||||||||
Increase (decrease) in trade payables
|
(97
|
)
|
126
|
66
|
||||||||||||
Increase in other payables
|
1,095
|
336
|
185
|
|||||||||||||
Net cash used in operating activities
|
(13,960
|
)
|
(3,832
|
)
|
(173
|
)
|
||||||||||
Cash flows - investment activities
|
||||||||||||||||
Acquisition of fixed assets
|
(1,828
|
)
|
(681
|
)
|
(126
|
)
|
||||||||||
Increase in restricted deposit
|
(337
|
)
|
(6
|
)
|
(41
|
)
|
||||||||||
Loan provided
|
(367
|
)
|
-
|
(86
|
)
|
|||||||||||
Acquisition of other investments, net of cash acquired
|
16
|
(6,808
|
)
|
(1,188
|
)
|
-
|
||||||||||
Net cash used in investing activities
|
(9,340
|
)
|
(1,875
|
)
|
(253
|
)
|
||||||||||
Cash flows - financing activities
|
||||||||||||||||
Proceeds from issuance of shares and warrants
|
29,281
|
14,887
|
1,670
|
|||||||||||||
Issuance costs
|
(3,283
|
)
|
(819
|
)
|
(8
|
)
|
||||||||||
Repayment of liability for lease
|
(346
|
)
|
(140
|
)
|
(14
|
)
|
||||||||||
Proceeds on account of other investment
|
149
|
71
|
-
|
|||||||||||||
Proceeds on account of capital issuance
|
-
|
222
|
-
|
|||||||||||||
Proceeds with regard to derivative
|
-
|
348
|
-
|
|||||||||||||
Proceeds from exercise of share options
|
3,222
|
2,776
|
-
|
|||||||||||||
Net cash from financing activities
|
29,023
|
17,345
|
1,648
|
|||||||||||||
Increase in cash and cash equivalents
|
5,723
|
11,638
|
1,222
|
|||||||||||||
Effect of exchange differences on cash and cash equivalents
|
(103
|
)
|
644
|
21
|
||||||||||||
Cash and cash equivalents at the beginning of the period
|
13,556
|
1,274
|
31
|
|||||||||||||
Cash balance and cash equivalents at end of period
|
19,176
|
13,556
|
1,274
|
|||||||||||||
Non cash activities
|
||||||||||||||||
Purchase of fixed assets
|
57
|
143
|
1
|
|||||||||||||
Issue of shares and options against intangible asset
|
6,332
|
-
|
222
|
A. |
Reporting entity
|
B. |
Material events in the reporting period
|
(1) |
Acquisition of subsidiary
|
(2) | Initial public offering |
(3) |
Effects of the spread of COVID-19
|
C. |
Going Concern
|
D. |
Definitions:
|
A. |
Statement of compliance with IFRS
|
B.
|
Functional currency and presentation currency
|
Currency
|
USD - ILS
|
USD - EUR
|
||||||||||||||
Period
|
2021
|
2020
|
2019
|
2021
|
||||||||||||
December 31
|
3.110
|
3.215
|
3.446
|
0.883
|
||||||||||||
Year Average
|
3.230
|
3.479
|
3.442
|
0.845
|
C.
|
Basis of Measurement
|
D.
|
Operating Cycle
|
E. | Use of Estimates and Judgments |
E. |
Use of Estimates and Judgments (cont.)
|
• |
Note 6, on other investments;
|
• |
Note 10, on share-based payments;
|
• |
Note 16, on intangible assets;
|
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
|
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
|
G.
|
Fixed assets (cont.)
|
● Computers
|
3 years
|
● Leasehold improvements
|
2 years
|
● Laboratory equipment
|
5-7 years
|
● Machinery and Equipment
|
6-10 years
|
● Office furniture, equipment and accessories
|
14 years
|
H. |
Leases
|
H. |
Leases (cont.)
|
I.
|
Employee benefits
|
(1) |
Post-employment benefits
|
(2) |
Short-term benefits
|
J.
|
Share-based compensation
|
K.
|
Basis of Consolidation
|
L.
|
Transactions with controlling shareholder
|
M.
|
Government grants
|
December 31
|
December 31
|
|||||||
2021
|
2020
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Cash in USD
|
15,596
|
1,021
|
||||||
Cash in NIS
|
1,688
|
7,627
|
||||||
Cash in Euro
|
1,892
|
4,908
|
||||||
Total cash and cash equivalents
|
19,176
|
13,556
|
December 31
|
December 31
|
|||||||
2021
|
2020
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Institutions
|
301
|
102
|
||||||
Prepaid expenses
|
743
|
20
|
||||||
Other
|
1,738
|
9
|
||||||
2,782
|
131
|
December 31
|
December 31
|
|||||||
2021
|
2020
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Separation Agreement from Therapin (A) (1)
|
1,509
|
1,414
|
||||||
Investment in Peace of Meat (B)
|
-
|
1,248
|
||||||
Total Other Investments
|
1,509
|
2,662
|
Developments in Other Investment
|
USD thousands
|
|||
As at January 1, 2021
|
2,662
|
|||
Initial investment in POM transferred to intangible asset
|
(1,223
|
)
|
||
Proceeds from Therapin asset
|
(149
|
)
|
||
Profit from increase in fair value
|
193
|
|||
Effect of changes in exchange rates
|
26
|
|||
As at December 31, 2021(1)
|
1,509
|
(1) |
USD 154 thousand are classified as a current asset.
|
A. |
Separation Agreement from Therapin
|
|
1. |
Therapin committed to pay to the Company an amount of USD 13 thousand (NIS 40 thousand) per month, thereafter as of August 1, 2020 over a period of 119 months (the “Payment Period”), for an aggregate total amount of USD 1.4
million (NIS 4.8 million). During the first two years from the date of the separation agreement, 50% of the payments from Therapin will be transferred to a restricted deposit and form an additional resource of the Merger
settlement fund. After two years, the contents of the restricted deposit, will be released to the Company, subject to court approval.
|
2. |
The rest of the Payment Amount will be paid to the Company if, during the Payment Period, Therapin or a subsidiary completes an exit event, including listing on a stock exchange pursuant to a merger or IPO, and the Company
will be given the option to receive shares in such merged company/issue, or payment of the remaining balance in cash.
|
3. |
During the Payment Period, if Therapin has not completed one of the transactions as set out in Section 2, then in the event that Therapin generates a distributable surplus, Therapin will pay the Company an amount equivalent
to 14.74% of the surplus balance as repayment on account of the outstanding balance (but in any case no more than the outstanding balance).
|
4. |
In the event that, during or subsequent to the end of the Payment Period, Therapin distributes a dividend to its shareholders, and on that date there is a remaining outstanding balance of the Payment Amount, Therapin will
pay the Company an amount equivalent to 14.74% of the dividend distributed to shareholders as repayment on account of the outstanding balance (but in any case no more than the outstanding balance).
|
5. |
As a result of the separation agreement, the Company is no longer a shareholder in Therapin, but rather a debtholder.
|
B. |
Investment in Peace Of Meat (‘POM’)
|
Computers
|
Leasehold improvements
|
Laboratory equipment
|
Machinery
and
equipment
|
Office
furniture,
equipment and
accessories
|
Total
|
|||||||||||||||||||
USD thousands
|
||||||||||||||||||||||||
Cost
|
||||||||||||||||||||||||
Balance as at January 1, 2020
|
29
|
11
|
89
|
-
|
1
|
130
|
||||||||||||||||||
Additions during the year
|
43
|
46
|
466
|
243
|
27
|
825
|
||||||||||||||||||
Effect of changes in exchange rates
|
2
|
1
|
18
|
-
|
1
|
22
|
||||||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
1
|
1
|
|||||||||||||||||||
Cost as at December 31, 2020
|
74
|
58
|
573
|
243
|
28
|
976
|
||||||||||||||||||
Accumulated depreciation
|
||||||||||||||||||||||||
Balance as at January 1, 2020
|
2
|
-
|
1
|
-
|
-
|
3
|
||||||||||||||||||
Depreciation during the year
|
15
|
10
|
37
|
4
|
1
|
67
|
||||||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Accumulated depreciation as at December 31, 2020
|
17
|
10
|
38
|
4
|
1
|
70
|
||||||||||||||||||
Depreciated balance as at December 31, 2020
|
57
|
48
|
535
|
239
|
27
|
906
|
||||||||||||||||||
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
|
||||||||||||||||||
Effect of changes in exchange rates
|
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
|
December 31
|
December 31
|
|||||||
2021
|
2020
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Accrued expenses
|
459
|
263
|
||||||
Employee benefits
|
1,122
|
503
|
||||||
Contingent liability
|
217
|
217
|
||||||
Subsidiary government grant
|
218
|
-
|
||||||
Others
|
223
|
13
|
||||||
2,239
|
996
|
Number of Ordinary Shares (thousand)
|
||||||||||||
2021
|
2020 |
2019
|
||||||||||
Issued and paid-in share capital as at January 1
|
79,866
|
19,870
|
15,447
|
|||||||||
Issued in reverse merger
|
-
|
30,526
|
-
|
|||||||||
Exercise of share options during the period – Investor-related
|
3,010
|
11,302
|
2,255
|
|||||||||
Exercise of share options during the period – Share-Based Payment-related
|
2,218
|
294
|
-
|
|||||||||
Issued not for cash during the period (1)
|
12,088
|
-
|
-
|
|||||||||
Issued for cash during the period (2)
|
28,588
|
17,874
|
2,168
|
|||||||||
Issued and paid-in share capital as at December 31, 2021
|
125,770
|
79,866
|
19,870
|
|||||||||
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. As part of the IPO, options and rights previously held by the Company's founders and Series A Investors were issued to 6,359,480 shares.
|
(2) |
On March 12, 2021, the Company completed its Initial Public Offering (IPO) at the Nasdaq of 2,721,271 ADSs, each representing ten ordinary shares of the Company (in total, 27,212,710 ordinary shares), at an offering price
of USD 10.30 per ADS, resulting in gross proceeds of USD 28 million and net proceeds of USD 24.7 million. Additionally, the vesting of 1,374,998 investor share rights was triggered by the IPO, and these shares were issued in
return for USD 1.25 million following the IPO.
|
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 employees of the Company and subsidiaries on March 25, 2021
|
Options exercisable for ordinary shares
|
2,600
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
RSUs awarded to directors on March 25, 2021
|
The RSUs vest automatically at no exercise price
|
90
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Options awarded to employees of the Company and subsidiaries on April 19, 2021
|
Options exercisable for ordinary shares
|
800
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Options awarded to employees of the Company and subsidiaries on July 22, 2021
|
Options exercisable for ordinary shares
|
1,362.5
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
RSUs awarded to directors on September 14, 2021
|
The RSUs vest automatically at no exercise price
|
287.5
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Options awarded to directors on September 14, 2021
|
Options exercisable for ordinary shares
|
785.6
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Options awarded to the deputy CEO on September 14, 2021
|
Options exercisable for ordinary shares
|
250
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Options awarded to BlueSoundWaves on October 6, 2021
|
Options exercisable for ordinary shares
|
6,215.8
|
1/3 after one year and the balance in 8 quarterly tranches, subject to milestone-based acceleration
|
10 years
|
RSUs awarded to BlueSoundWaves on October 6, 2021
|
The RSUs vest automatically at no exercise price
|
1,243.1
|
1/3 after one year and the balance in 8 quarterly tranches, subject to milestone-based acceleration
|
10 years
|
|||||
Options awarded to employees of the Company and subsidiaries on November 24, 2021
|
Options exercisable for ordinary shares
|
925
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Total options/RSUs exercisable/vesting into shares granted in the year ended December 31, 2021
|
14,559.5
|
A. |
Number and weighted average exercise prices of options and RSUs
|
Number of options and RSUs
|
Weighted average exercise price
2021
|
|||||||
2021
|
NIS
|
|||||||
Outstanding at January 1
|
9,505,140
|
2.60
|
||||||
Granted during the year
|
14,559,520
|
2.06
|
||||||
Forfeited during the year
|
194,673
|
1.63
|
||||||
Exercised during the year(1)
|
4,834,730
|
2.55
|
||||||
Outstanding at December 31
|
19,035,257
|
2.20
|
||||||
Exercisable at December 31
|
3,562,192
|
3.07
|
(1) |
Partly executed through cashless mechanism
|
B. |
Information on measurement of fair value of share-based payment plans
|
Options/RSUs
|
||
Fair value at date awarded
|
NIS 23.0 million (USD 7.0 millions)
|
|
Parameters taken into account in the fair value calculation:
|
||
Share price (NIS at date awarded)
|
2.05 - 3.53
|
|
Exercise price (NIS unlinked)
|
0 - 3.68
|
|
Expected volatility
|
73.84%-93.10%
|
|
Expected useful life
|
4 – 10 years
|
|
Risk-free interest rate
|
0.23%-1.97%
|
|
Expected rate of dividend
|
0%
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
3,425
|
1,369
|
117
|
|||||||||
Share-based payment(1)
|
911
|
476
|
-
|
|||||||||
Materials
|
1,875
|
319
|
20
|
|||||||||
Professional services
|
403
|
89
|
13
|
|||||||||
Registration, drafting and filing of patents
|
0
|
25
|
10
|
|||||||||
Maintenance, office and software fees
|
145
|
116
|
-
|
|||||||||
Depreciation and amortization
|
400
|
59
|
-
|
|||||||||
Insurance
|
332
|
-
|
-
|
|||||||||
Others
|
103
|
38
|
6
|
|||||||||
Total Research and Development Expenses
|
7,594
|
2,491
|
166
|
(1)
|
Including expenses in respect of related parties - see Note 18.
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses
|
494
|
255
|
-
|
|||||||||
Share-based payment(1)
|
570
|
139
|
-
|
|||||||||
PR, advertisement and professional services
|
507
|
91
|
-
|
|||||||||
Maintenance, office and software fees
|
22
|
13
|
-
|
|||||||||
Depreciation and amortization
|
17
|
3
|
-
|
|||||||||
Others
|
18
|
5
|
-
|
|||||||||
Total Marketing Expenses
|
1,628
|
506
|
-
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
1,328
|
556
|
107
|
|||||||||
Share-based payment(1)
|
2,484
|
3,343
|
-
|
|||||||||
Legal and professional services(1)
|
1,499
|
991
|
112
|
|||||||||
Contingent liability expenses
|
-
|
217
|
-
|
|||||||||
Insurance
|
1,837
|
-
|
-
|
|||||||||
Corporate costs
|
343
|
60
|
-
|
|||||||||
Maintenance, office and software fees
|
149
|
38
|
10
|
|||||||||
Depreciation and amortization
|
263
|
151
|
20
|
|||||||||
Others
|
107
|
24
|
7
|
|||||||||
Total General and Administrative Expenses
|
8,010
|
5,380
|
256
|
(1)
|
Including expenses in respect of related parties - see Note 18.
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Financing Income
|
||||||||||||
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss
|
509
|
110
|
-
|
|||||||||
Financing Expenses
|
||||||||||||
Net foreign exchange loss
|
1,279
|
85
|
-
|
|||||||||
Interest expense on lease liabilities
|
9
|
5
|
1
|
|||||||||
Bank interest and commission expenses
|
11
|
3
|
-
|
|||||||||
Total Financial expenses
|
1,299
|
93
|
1
|
|||||||||
Financing expenses (income), net
|
790
|
(17
|
)
|
1
|
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 related to Peace of Meat’s biomass and bioreactor size, density, capacity and production. 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. As of the date of approval of these financial statements, Peace of Meat had fully achieved the first two
such milestones.
No liability is being provisioned before milestones achievement. |
Peace Of Meat condensed Balance Sheet
|
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
|
||||
Additional contributions post acquisition date according to milestone achievement:
|
||||
Cash consideration
|
1,960
|
|||
Payment liabilities
|
194
|
|||
Shares consideration (1,852,730 ordinary shares)
|
1,973
|
|||
Total
|
14,343
|
|||
FX rate effect
|
(890
|
)
|
||
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 31,2021
|
USD thousands
|
|||
Cash and cash equivalents paid
|
(5,053
|
)
|
||
Cash and cash equivalents of the subsidiary
|
205
|
|||
Cash consideration for milestone achievement during the period
|
(1,960
|
)
|
||
Net reduction of cash flow as of acquisition date
|
(6,808
|
)
|
A. |
In November 2020, the Israeli Securities Authority, or ISA, initiated an administrative proceeding claiming negligent misstatement regarding certain immediate and periodic reports published by the Company’s predecessor
(Ophectra) during the years 2017 and 2018, prior to the merger with MeaTech and prior to establishment of the settlement fund in connection with the Merger. In February 2021, the trustee of the settlement fund informed the
Company that the ISA views the Company as a party to this proceeding, notwithstanding the settlement and establishment of the settlement fund. This proceeding is of an administrative nature and carries a potential penalty in
the form of a monetary fine which, under applicable Israeli law, could be as high as NIS 5 million. In April 2021, following negotiations with the ISA, the Company agreed to settle the matter for $0.2 million (NIS 0.7
million), for which the Company recorded a provision. The settlement is subject to approval of the ISA’s Enforcement Committee.
|
B. |
In February 2021, a civil claim was lodged against the settlement fund, relating to Ophectra's activities prior to establishment of the settlement fund, in an amount of USD $0.8 million (NIS 2.5 million). The Company
believes that the probability is low of a final ruling against the settlement fund.
|
A. | Balances with related parties |
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Related companies receivables
|
-
|
-
|
87
|
|||||||||
Trade and other payables
|
261
|
117
|
52
|
B. |
Expense amounts with respect to related parties
|
Year ended
December 31,
|
Year ended
December 31,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
General and administrative expenses
|
||||||||||||
Salaries, wages and related expenses
|
588
|
316
|
89
|
|||||||||
Legal and professional services
|
301
|
281
|
58
|
|||||||||
Share-based payments
|
777
|
488
|
-
|
|||||||||
|
||||||||||||
Research & Development expenses
|
||||||||||||
Salaries, wages and related
|
338
|
121
|
- |
|||||||||
Share-based payments
|
66
|
64
|
15
|
1. |
Key Management Personnel
The Company recognizes four key management personnel as related parties, namely Mr. Sharon Fima – former Chief Executive Officer (CEO), served as CEO until
January 24 2022, Mr. Omri Schanin - Deputy CEO, Mr. Guy Hefer – Chief Financial Officer (CFO) and Mr. Dan Kozlovski – Chief Technologies Officer (CTO), who served as Vice President of Research and Development (VP
R&D) until February 2022.
Mr. Sharon Fima, the previous CEO and CTO, who also served as a director, was employed by the Company (including MeaTech Ltd. prior to the merger described in Note 1A above) between September
1, 2019 and January 24, 2022. Until July 2021, Mr. Fima was entitled to a gross annual salary of NIS 0.5 million (USD 0.1 million) plus generally accepted social benefit contributions for senior executives and the use of a
company car, including a related tax gross-up. Commencing August 1, 2021, Mr. Fima was entitled to an annual gross salary of NIS 0.6 million (USD 0.2 million). Mr. Fima also received options valued at NIS 0.2 million (USD
0.1 million) to be recognized over three-year vesting period commencing March 2020, some of which were forfeited subsequent to the balance sheet date following the CEO replacement.
|
B.
|
Expense amounts with respect to related parties (cont.)
|
2. |
Directors
Mr. Steve H. Lavin served as active chairman of the Company's Board of Directors between May 2020 and January 2022, and he was entitled to an annual compensation of USD 0.2 million as well as share-based compensation. Mr. Danny Ayalon served as director between May 2020 and January 2022, and was entitled to an annual compensation of USD 0.03 million as well as share-based compensation.
Additional non-executive directors were compensated in accordance with the terms of the Israeli Companies Regulations (Rules Regarding Payment and Expenses for External Directors), 2000, as
amended until July 31, 2021 and are since entitled to annual compensation of USD 0.03 million as well as share-based compensation.
|
1. |
Under an office leasing agreement dated November 1, 2019, MeaTech leased office space and parking spaces, for a monthly fee of USD 10 thousand (NIS 32 thousand), including management fees, for a period of two years, with an
option to extend the term of the lease by one more year. The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 214 thousand (NIS 743 thousand). The incremental interest rate
used for estimating the liability is 2.25%. On November 2021 the Company extended the agreement for an additional period of 2.3 years.
|
2. |
Under an office leasing agreement dated August 9, 2020, the Company leased office space and parking spaces, for a monthly fee of USD 8 thousand (NIS 27 thousand), including management fees, for a period of one year, with an
option to extend the term of the lease by one more year. The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 102 thousand (NIS 348 thousand). The incremental interest rate
used for estimating the liability is 4.3%. This agreement has ended during 2021.
|
3. |
Under an office leasing agreements dated between March and October 2021 for periods of 1.5-2 years, POM and Meatech Europe BV are leasing several spaces from a shared spaces provider for a monthly aggregated fee of USD 11
thousand (EUR 10 thousand). The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 259 thousand (EUR 220 thousand). The incremental interest rate used for estimating the
liability is 3%.
|
4. |
Right-of-Use Asset
|
USD thousands
|
||||
Balance as at January 1, 2020
|
197
|
|||
Additions during the year
|
102
|
|||
Amortization during the year
|
(146
|
)
|
||
Effect of changes in exchange rates
|
15
|
|||
Balance as at December 31, 2020
|
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
|
5. |
Maturity analysis of for the Company’s lease liabilities
|
December 31,
|
December 31,
|
|||||||
2021
|
2020
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Up to one year
|
165
|
180
|
||||||
1-5 years
|
246
|
-
|
||||||
Total
|
411
|
180
|
6. |
Amounts recognized in the statement of operation
|
Year ended
December 31,
|
Year ended
December 31,
|
|||||||
2021
|
2020
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Amortization of ROU asset
|
286
|
146
|
||||||
Interest expenses on lease liability
|
9
|
5
|
Weighted average number of ordinary shares
|
||||||||||||
Year ended
December 31,
2021
|
Year ended
December 31,
2020
|
Year ended December 31,
2019 |
||||||||||
Issued and paid-in share capital as at January 1
|
79,866,264
|
19,870,337
|
-
|
|||||||||
Weighted average of the number of ordinary shares of MeaTech 3D Ltd. issued during the year
|
36,088,237
|
40,241,860
|
-
|
|||||||||
Weighted average of the number of ordinary shares used to calculate basic earnings per share
|
115,954,501
|
60,112,197
|
19,484,478
|
A. |
To secure its undertakings in connection with its lease agreements as described in Note 19, MeaTech provided a bank guarantee in the amount of USD 27 thousand (NIS 85 thousand) For which there's a restricted deposit.
MeaTech also restricted a deposit of USD 26 thousand (NIS 80 thousand) in favor of a bank to secure its liabilities with respect to credit cards. The guarantee and deposit were assigned to MeaTech 3D Ltd. upon the Merger.
|
B. |
To secure its undertakings in connection with its future lease agreement, MeaTech 3D Ltd. provided a bank guarantee in the amount of USD 334 thousand (NIS 1,040 thousand) For which there's a restricted deposit.
|
C. |
To secure its undertakings in connection with its lease agreements as described in Note 13, POM provided a bank guarantee in the amount of USD 18 thousand (EUR 15 thousand) For which there's a restricted deposit.
|
A. |
Framework for risk management
|
B. |
Credit risk
|
C. |
Liquidity risk
|
D. |
Market risk
|
E. |
Fair value
|
A. |
Management Updates
|
B. |
Move to New Premises
|
Financial Information of Steakholder Foods Ltd.
|
Page
|
Contents:
|
|
F-2
|
|
F-3
|
|
F-5
|
|
F-6
|
|
F-7
|
June 30
|
June 30
|
December 31
|
|||||||||||||
2022
|
2021
|
2021
|
|||||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
|||||||||||||
Current assets
|
|||||||||||||||
Cash and cash equivalents
|
4
|
8,434
|
30,637
|
19,176
|
|||||||||||
Other investment
|
137
|
147
|
154
|
||||||||||||
Receivables
|
5
|
2,237
|
1,174
|
2,782
|
|||||||||||
Total current assets
|
10,808
|
31,958
|
22,112
|
||||||||||||
Non-current assets
|
|||||||||||||||
Restricted deposits
|
380
|
388
|
405
|
||||||||||||
Other investment
|
1,209
|
1,264
|
1,355
|
||||||||||||
Right-of-use asset
|
15
|
3,612
|
306
|
407
|
|||||||||||
Intangible assets
|
12,360
|
9,930
|
13,453
|
||||||||||||
Fixed assets, net
|
4,653
|
2,206
|
2,922
|
||||||||||||
Total non-current assets
|
22,214
|
14,094
|
18,542
|
||||||||||||
Total Assets
|
33,022
|
46,052
|
40,654
|
||||||||||||
Current liabilities
|
|||||||||||||||
Trade payables
|
779
|
359
|
382
|
||||||||||||
Other payables
|
6
|
2,174
|
1,573
|
2,239
|
|||||||||||
Current maturities of lease liabilities
|
15
|
428
|
210
|
165
|
|||||||||||
Total current liabilities
|
3,381
|
2,142
|
2,786
|
||||||||||||
Non-current liabilities
|
|||||||||||||||
Long-term lease liabilities
|
15
|
3,247
|
102
|
246
|
|||||||||||
Total non-current liabilities
|
3,247
|
102
|
246
|
||||||||||||
Capital
|
|||||||||||||||
Share capital and premium on shares
|
70,476
|
65,283
|
69,610
|
||||||||||||
Capital reserves
|
3,943
|
4,383
|
3,708
|
||||||||||||
Currency translation differences reserve
|
(1,898
|
)
|
857
|
1,275
|
|||||||||||
Accumulated deficit
|
(46,127
|
)
|
(26,715
|
)
|
(36,971
|
)
|
|||||||||
Total capital
|
26,394
|
43,808
|
37,622
|
||||||||||||
Total liabilities and capital
|
33,022
|
46,052
|
40,654
|
Six months ended
June 30,
|
Six months ended June 30,
|
Year ended
December 31,
|
|||||||||||||
2022
|
2021
|
2021
|
|||||||||||||
USD thousands, except share data
|
USD thousands, except share data
|
USD thousands, except share data
|
|||||||||||||
Research and development expenses
|
9
|
4,427
|
2,910
|
7,594
|
|||||||||||
Marketing expenses
|
10
|
1,959
|
605
|
1,628
|
|||||||||||
General and administrative expenses
|
11
|
3,687
|
4,159
|
8,010
|
|||||||||||
Operating loss
|
10,073
|
7,674
|
17,232
|
||||||||||||
Financing income
|
12
|
(1,062
|
)
|
(401
|
)
|
(509
|
)
|
||||||||
Financing expenses
|
145
|
493
|
1,299
|
||||||||||||
Total financing (income) expenses
|
(917
|
)
|
92
|
790
|
|||||||||||
Loss for the period
|
9,156
|
7,766
|
18,022
|
||||||||||||
Currency translation differences loss (income) that might be transferred to profit or loss over ILS
|
2,326
|
(293
|
)
|
(1,942
|
)
|
||||||||||
Currency translation differences loss (income) that might be transferred to profit or loss over EUR
|
847
|
216
|
1,447
|
||||||||||||
Total comprehensive loss for the period
|
12,329
|
7,689
|
17,527
|
||||||||||||
Loss per ordinary share, no par value (USD)
|
|||||||||||||||
Basic and diluted loss per share (USD)
|
0.072
|
0.072
|
0.155
|
||||||||||||
Weighted-average number of shares outstanding - basic and diluted (shares)
|
126,385,924
|
107,189,837
|
115,954,501
|
Three months ended June 30,
|
Three months ended June 30,
|
||||||||||
2022
|
2021
|
||||||||||
USD thousands, except share data
|
USD thousands, except share data
|
||||||||||
Research and development expenses
|
9
|
2,285
|
1,783
|
||||||||
Marketing expenses
|
10
|
908
|
285
|
||||||||
General and administrative expenses
|
11
|
1,569
|
1,399
|
||||||||
Operating loss
|
4,762
|
3,467
|
|||||||||
Financing income
|
12
|
(678
|
)
|
(24
|
)
|
||||||
Financing expenses
|
85
|
664
|
|||||||||
Total financing (income) expenses
|
(593
|
)
|
640
|
||||||||
Loss for the period
|
4,169
|
4,107
|
|||||||||
Currency translation differences loss (income) that might be transferred to profit or loss over ILS
|
1,811 |
(898
|
)
|
||||||||
Currency translation differences loss (income) that might be transferred to profit or loss over EUR
|
600 |
33
|
|||||||||
Total comprehensive loss for the period
|
6,580
|
3,242
|
|||||||||
Loss per ordinary share, no par value (USD)
|
|||||||||||
Basic and diluted loss per share (USD)
|
0.033
|
0.033
|
|||||||||
Weighted-average number of shares outstanding - basic and diluted (shares)
|
126,533,200
|
123,665,142
|
Premium and Capital Share
|
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
|
-
|
-
|
-
|
-
|
1,048
|
-
|
1,048
|
|||||||||||||||||||||
Exercise of options
|
866
|
(813
|
)
|
53
|
||||||||||||||||||||||||
Other comprehensive income (loss)
|
-
|
-
|
-
|
(3,173
|
)
|
-
|
-
|
(3,173
|
)
|
|||||||||||||||||||
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(9,156
|
)
|
(9,156
|
)
|
|||||||||||||||||||
Balance as at June 30, 2022
|
70,476
|
(334
|
)
|
14
|
(1,898
|
)
|
4,263
|
(46,127
|
)
|
26,394
|
||||||||||||||||||
Balance as at January 1, 2021
|
30,481
|
(334
|
)
|
14
|
780
|
3,639
|
(18,949
|
)
|
15,631
|
|||||||||||||||||||
Share-Based Payment
|
2,313
|
2,313
|
||||||||||||||||||||||||||
Issuance of shares and warrants, net
|
30,357
|
30,357
|
||||||||||||||||||||||||||
Exercise of options
|
4,445
|
(1,249
|
)
|
3,196
|
||||||||||||||||||||||||
Other comprehensive income (loss)
|
77
|
77
|
||||||||||||||||||||||||||
Loss for the period
|
-
|
(7,766
|
)
|
(7,766
|
)
|
|||||||||||||||||||||||
Balance as at June 30, 2021
|
65,283
|
(334
|
)
|
14
|
857
|
4,703
|
(26,715
|
)
|
43,808
|
Balance as at January 1, 2021
|
30,481
|
(334
|
)
|
14
|
780
|
3,639
|
(18,949
|
)
|
15,631
|
|||||||||||||||||||
Share-based payments
|
-
|
-
|
-
|
-
|
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 (loss)
|
-
|
-
|
-
|
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
|
Six months ended June 30,
2022 |
Six months ended June 30,
|
Year ended
December 31,
2021 |
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Cash flows - operating activities
|
||||||||||||
Net Loss for the period
|
(9,156
|
)
|
(7,766
|
)
|
(18,022
|
)
|
||||||
Adjustments:
|
||||||||||||
Depreciation and amortization
|
722
|
278
|
680
|
|||||||||
Change in fair value of derivative
|
- |
(311
|
)
|
(316
|
)
|
|||||||
Change in fair value of other investment
|
(80
|
)
|
(90
|
)
|
(193
|
)
|
||||||
Changes in net foreign exchange expenses
|
(982
|
)
|
485
|
1,279
|
||||||||
Expenses of interest over liability of lease
|
137
|
1
|
9
|
|||||||||
Share-based payment expenses
|
1,048
|
2,313
|
3,965
|
|||||||||
Changes in asset and liability items:
|
||||||||||||
Decrease (increase) in receivables
|
257
|
(782
|
)
|
(2,351
|
)
|
|||||||
Increase (decrease) in trade payables
|
224
|
3
|
(97
|
)
|
||||||||
Increase (decrease) in other payables
|
382
|
821
|
1,095
|
|||||||||
Net cash from (used in) operating activities
|
(7,448
|
)
|
(5,048
|
)
|
(13,951
|
)
|
||||||
Cash flows - investment activities
|
||||||||||||
Acquisition of fixed assets
|
(2,341
|
)
|
(902
|
)
|
(1,828
|
)
|
||||||
Increase in restricted deposit
|
(20
|
)
|
(337
|
)
|
(337
|
)
|
||||||
Loan provided
|
- |
(367
|
)
|
(367
|
)
|
|||||||
Proceeds on account of other investment*
|
73
|
73
|
149
|
|||||||||
Acquisition of other investments, net of cash acquired
|
(188
|
)
|
(4,848
|
)
|
(6,808
|
)
|
||||||
Net cash used in investing activities
|
(2,476
|
)
|
(6,381
|
)
|
(9,191
|
)
|
||||||
Cash flows - financing activities
|
||||||||||||
Proceeds from issuance of shares and warrants
|
-
|
29,281
|
29,281
|
|||||||||
Issuance costs
|
-
|
(3,283
|
)
|
(3,283
|
)
|
|||||||
Repayment of liability for lease
|
(230
|
)
|
(134
|
)
|
(346
|
)
|
||||||
Repayment of interest over liability of lease
|
(137
|
)
|
(1
|
)
|
(9
|
)
|
||||||
Proceeds from exercise of share options
|
53
|
3,196
|
3,222
|
|||||||||
Net cash from financing activities
|
(314
|
)
|
29,059
|
28,865
|
||||||||
Increase in cash and cash equivalents
|
(10,238
|
)
|
17,630
|
5,723
|
||||||||
Effect of exchange differences on cash and cash equivalents
|
(504
|
)
|
(549
|
)
|
(103
|
)
|
||||||
Cash and cash equivalents at the beginning of the period:
|
19,176
|
13,556
|
13,556
|
|||||||||
Cash balance and cash equivalents at end of period
|
8,434
|
30,637
|
19,176
|
|||||||||
Non-cash activities
|
||||||||||||
Purchase of fixed assets yet to be paid
|
237
|
21
|
57
|
|||||||||
Issue of shares and options against intangible asset
|
-
|
4,359
|
6,332
|
A. |
Statement of compliance with IFRS
|
Currency
|
USD - ILS
|
USD - EUR
|
||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
June 30
|
3.500
|
3.260
|
0.962
|
0.841
|
||||||||||||
Average for six months ended June 30
|
3.272
|
3.265
|
0.915
|
0.830
|
||||||||||||
Average for three months ended June 30
|
3.341
|
3.265
|
0.938
|
0.830
|
||||||||||||
December 31
|
-
|
3.110
|
-
|
0.883
|
||||||||||||
Average for twelve months ended December 31
|
-
|
3.230
|
-
|
0.845
|
June 30
|
June 30
|
December 31
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Cash in USD
|
4,260
|
22,756
|
15,596
|
|||||||||
Cash in NIS
|
3,059
|
6,225
|
1,688
|
|||||||||
Cash in Euro
|
1,110
|
1,656
|
1,892
|
|||||||||
Cash in GBP
|
5
|
-
|
-
|
|||||||||
Total cash and cash equivalents
|
8,434
|
30,637
|
19,176
|
June 30
|
June 30
|
December 31
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Institutions
|
320
|
548
|
301
|
|||||||||
Prepaid expenses
|
854
|
605
|
743
|
|||||||||
Other
|
1,063
|
21
|
1,738
|
|||||||||
2,237
|
1,174
|
2,782
|
June 30
|
June 30
|
December 31
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Accrued expenses
|
626
|
513
|
459
|
|||||||||
Employee benefits
|
1,081
|
532
|
1,122
|
|||||||||
Provision - see note 13 (a)
|
200
|
217
|
217
|
|||||||||
Subsidiary government grant advances
|
252
|
311
|
218
|
|||||||||
Others
|
15
|
-
|
223
|
|||||||||
2,174
|
1,573
|
2,239
|
Thousands of Ordinary Shares
|
||||
June 30, 2022
|
||||
Issued and paid-in share capital as at the beginning of the period
|
125,770
|
|||
Exercise of share options during the period – Share-Based Payment-related
|
589
|
|||
Issued not - for cash during the period*
|
176
|
|||
Issued and paid-in share capital as at June 30
|
126,535
|
|||
Authorized share capital
|
1,000,000
|
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 and subsidiaries 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
|
|||||
Total options exercisable into shares
|
3,805
|
Six months ended
June 30,
|
Six months ended
June 30,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
2,356
|
1,354
|
3,425
|
|||||||||
Share-based payment(1)
|
218
|
463
|
911
|
|||||||||
Materials
|
689
|
514
|
1,875
|
|||||||||
Professional services
|
315
|
132
|
403
|
|||||||||
Maintenance, office and software fees
|
197
|
79
|
145
|
|||||||||
Depreciation and amortization
|
468
|
174
|
400
|
|||||||||
D&O insurance
|
112
|
119
|
332
|
|||||||||
Others
|
72
|
75
|
103
|
|||||||||
Total Research and Development Expenses
|
4,427
|
2,910
|
7,594
|
Three months ended
June 30,
|
Three months ended
June 30,
|
|||||||
2022
|
2021
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Salaries, wages and related expenses(1)
|
1,206
|
830
|
||||||
Share-based payment(1)
|
193
|
200
|
||||||
Materials
|
295
|
342
|
||||||
Professional services
|
190
|
86
|
||||||
Maintenance, office and software fees
|
78
|
42
|
||||||
Depreciation and amortization
|
250
|
149
|
||||||
D&O insurance
|
32
|
66
|
||||||
Others
|
41
|
68
|
||||||
Total Research and Development Expenses
|
2,285
|
1,783
|
Six months ended
June 30,
|
Six months ended
June 30,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
445
|
243
|
494
|
|||||||||
Share-based payment(1)
|
528
|
76
|
570
|
|||||||||
PR and advertisement
|
817
|
269
|
507
|
|||||||||
Maintenance, office and software fees
|
41
|
7
|
22
|
|||||||||
Depreciation and amortization
|
54
|
5
|
17
|
|||||||||
D&O insurance
|
43
|
0
|
-
|
|||||||||
Others
|
31
|
5
|
18
|
|||||||||
Total Marketing Expenses
|
1,959
|
605
|
1,628
|
Three months ended
June 30,
|
Three months ended
June 30,
|
|||||||
2022
|
2021
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Salaries, wages and related expenses(1)
|
235
|
120
|
||||||
Share-based payment(1)
|
71
|
27
|
||||||
PR and advertisement
|
523
|
127
|
||||||
Maintenance, office and software fees
|
14
|
3
|
||||||
Depreciation and amortization
|
23
|
7
|
||||||
D&O insurance
|
18
|
-
|
||||||
Others
|
24
|
1
|
||||||
Total Marketing Expenses
|
908
|
285
|
Six months ended
June 30,
|
Six months ended
June 30,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
969
|
556
|
1,328
|
|||||||||
Share-based payment(1)
|
302
|
1,774
|
2,484
|
|||||||||
Legal and professional services(1)
|
1,096
|
739
|
1,499
|
|||||||||
D&O insurance
|
665
|
680
|
1,837
|
|||||||||
Corporate costs
|
111
|
227
|
343
|
|||||||||
Maintenance, office and software fees
|
172
|
54
|
149
|
|||||||||
Depreciation and amortization
|
190
|
97
|
263
|
|||||||||
Others
|
182
|
32
|
107
|
|||||||||
Total General and Administrative Expenses
|
3,687
|
4,159
|
8,010
|
Three months ended
June 30,
|
Three months ended
June 30,
|
|||||||
2022
|
2021
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Salaries, wages and related expenses(1)
|
494
|
227
|
||||||
Share-based payment(1)
|
75
|
208
|
||||||
Legal and professional services(1)
|
469
|
155
|
||||||
D&O insurance
|
203
|
565
|
||||||
Corporate costs
|
64
|
135
|
||||||
Maintenance, office and software fees
|
79
|
20
|
||||||
Depreciation and amortization
|
88
|
78
|
||||||
Others
|
97
|
11
|
||||||
Total General and Administrative Expenses
|
1,569
|
1,399
|
Six months ended
June 30,
|
Six months ended
June 30,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
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
|
80
|
401
|
509
|
|||||||||
Net foreign exchange income
|
982
|
-
|
-
|
|||||||||
Total Financial Income
|
1,062
|
401
|
509
|
|||||||||
Financial Expenses
|
||||||||||||
Net foreign exchange loss
|
-
|
485
|
1,279
|
|||||||||
Interest expense on lease liabilities
|
137
|
1
|
9
|
|||||||||
Bank interest and commission expenses
|
8
|
7
|
11
|
|||||||||
Total Financial Expenses
|
145
|
493
|
1,299
|
|||||||||
Net financing expenses (income) recognized in profit or loss
|
(917
|
)
|
92
|
790
|
Three months ended
June 30,
|
Three months ended
June 30,
|
|||||||
2022
|
2021
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Financial Income
|
||||||||
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss(1)
|
36
|
24
|
||||||
Net foreign exchange income
|
642
|
-
|
||||||
Total Financial Income
|
678
|
24
|
||||||
Financial Expenses
|
||||||||
Net foreign exchange loss
|
-
|
659
|
||||||
Interest expense on lease liabilities
|
81
|
-
|
||||||
Bank interest and commission expenses
|
4
|
5
|
||||||
Total Financial Expenses
|
85
|
664
|
||||||
Net financing expenses (income) recognized in profit or loss
|
(593
|
)
|
640
|
Six months ended
June 30,
|
Six months ended
June 30,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Trade and other payables
|
165
|
106
|
261
|
Period ended
June 30,
|
Period ended
June 30,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
General and administrative expenses
|
||||||||||||
Salaries, wages and related expenses
|
307
|
242
|
588
|
|||||||||
Legal and professional services
|
222
|
135
|
301
|
|||||||||
Share-based payments
|
375
|
309
|
777
|
|||||||||
Sales and Marketing expenses
|
||||||||||||
Salaries, wages and related expenses
|
52
|
-
|
-
|
|||||||||
Professional services
|
17
|
-
|
-
|
|||||||||
Share-based payments
|
185
|
-
|
-
|
|||||||||
Research & Development expenses
|
||||||||||||
Salaries, wages and related
|
133
|
138
|
338
|
|||||||||
Share-based payments
|
10
|
41
|
66
|
1. |
Under the 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%.
As part of leasing these new facilities the company decided to terminate its previous leasing agreements in Israel.
|
2. |
Right-of-Use Asset
|
USD thousands
|
||||
Balance as at January 1, 2020
|
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
|
4,127
|
|||
Terminations during the year
|
(239
|
)
|
||
Amortization during the year
|
(281
|
)
|
||
Effect of changes in exchange rates
|
(402
|
)
|
||
Balance as at June 30, 2022
|
3,612
|
3. |
Maturity analysis of for the Company’s lease liabilities
|
June 30,
|
June 30,
|
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Up to one year
|
428
|
210
|
165
|
|||||||||
1-8 years
|
3,247
|
102
|
246
|
|||||||||
Total
|
3,675
|
312
|
411
|
4. |
Amounts recognized in the statement of operation
|
Six months ended
June 30,
|
Six months ended
June 30,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Amortization of ROU asset
|
281
|
131
|
286
|
|||||||||
Interest expenses on lease liability
|
137
|
1
|
9
|
Financial Information of Steakholder Foods Ltd.
|
Page
|
|
Contents:
|
||
2
|
||
3
|
||
5
|
||
6
|
September 30
|
September 30
|
December 31
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
11,203
|
25,441
|
19,176
|
|||||||||
Other investment
|
135
|
149
|
154
|
|||||||||
Receivables
|
764
|
1,890
|
2,782
|
|||||||||
Total current assets
|
12,102
|
27,480
|
22,112
|
|||||||||
Non-current assets
|
||||||||||||
Restricted deposits
|
374
|
391
|
405
|
|||||||||
Other investment
|
1,180
|
1,287
|
1,355
|
|||||||||
Right-of-use asset
|
3,478
|
328
|
407
|
|||||||||
Intangible assets
|
11,706
|
11,362
|
13,453
|
|||||||||
Fixed assets, net
|
4,386
|
2,467
|
2,922
|
|||||||||
Total non-current assets
|
21,124
|
15,835
|
18,542
|
|||||||||
Total Assets
|
33,226
|
43,315
|
40,654
|
|||||||||
Current liabilities
|
||||||||||||
Trade payables
|
581
|
313
|
382
|
|||||||||
Other payables
|
2,154
|
1,837
|
2,239
|
|||||||||
Current maturities of lease liabilities
|
407
|
251
|
165
|
|||||||||
Derivative instrument
|
2,450
|
-
|
-
|
|||||||||
Total current liabilities
|
5,592
|
2,401
|
2,786
|
|||||||||
Non-current liabilities
|
||||||||||||
Long-term lease liabilities
|
3,195
|
81
|
246
|
|||||||||
Total non-current liabilities
|
3,195
|
81
|
246
|
|||||||||
Capital
|
||||||||||||
Share capital and premium on shares
|
72,231
|
68,348
|
69,610
|
|||||||||
Capital reserves
|
3,581
|
2,653
|
3,708
|
|||||||||
Currency translation differences reserve
|
(2,771
|
)
|
519
|
1,275
|
||||||||
Accumulated deficit
|
(48,602
|
)
|
(30,687
|
)
|
(36,971
|
)
|
||||||
Total capital
|
24,439
|
40,833
|
37,622
|
|||||||||
Total liabilities and capital
|
33,226
|
43,315
|
40,654
|
Nine months ended
September 30,
|
Nine months ended September 30,
|
Year ended
December 31,
|
||||||||||
2022
|
2021
|
2021
|
||||||||||
USD thousands, except share data
|
USD thousands, except share data
|
USD thousands, except share data
|
||||||||||
Research and development expenses
|
7,219
|
4,928
|
7,594
|
|||||||||
Marketing expenses
|
2,426
|
872
|
1,628
|
|||||||||
General and administrative expenses
|
4,982
|
5,961
|
8,010
|
|||||||||
Operating loss
|
14,627
|
11,761
|
17,232
|
|||||||||
Financing income
|
(3,258
|
)
|
(457
|
)
|
(509
|
)
|
||||||
Financing expenses
|
262
|
434
|
1,299
|
|||||||||
Total financing (income) expenses
|
(2,996
|
)
|
(23
|
)
|
790
|
|||||||
Loss for the period
|
11,631
|
11,738
|
18,022
|
|||||||||
Currency translation differences loss (income) that might be transferred to profit or loss over ILS
|
2,301
|
(456
|
)
|
(1,942
|
)
|
|||||||
Currency translation differences loss (income) that might be transferred to profit or loss over EUR
|
1,745
|
717
|
1,447
|
|||||||||
Total comprehensive loss for the period
|
15,677
|
11,999
|
17,527
|
|||||||||
Loss per ordinary share, no par value (USD)
|
||||||||||||
Basic and diluted loss per share (USD)
|
0.088
|
0.104
|
0.155
|
|||||||||
Weighted-average number of shares outstanding - basic and diluted (shares)
|
132,652,822
|
112,891,686
|
115,954,501
|
Three months ended September 30,
|
Three months ended September 30,
|
|||||||
2022
|
2021
|
|||||||
USD thousands, except share data
|
USD thousands, except share data
|
|||||||
Research and development expenses
|
2,792
|
2,018
|
||||||
Marketing expenses
|
467
|
267
|
||||||
General and administrative expenses
|
1,295
|
1,802
|
||||||
Operating loss
|
4,554
|
4,087
|
||||||
Financing income
|
(2,196
|
)
|
(130
|
)
|
||||
Financing expenses
|
117
|
15
|
||||||
Total financing (income) expenses
|
(2,079
|
)
|
(115
|
)
|
||||
Loss for the period
|
2,475
|
3,972
|
||||||
Currency translation differences loss (income) that might be transferred to profit or loss over ILS
|
(25
|
)
|
(163
|
)
|
||||
Currency translation differences loss (income) that might be transferred to profit or loss over EUR
|
898
|
501
|
||||||
Total comprehensive loss for the period
|
3,348
|
4,310
|
||||||
Loss per ordinary share, no par value (USD)
|
||||||||
Basic and diluted loss per share (USD)
|
0.017
|
0.032
|
||||||
Weighted-average number of shares outstanding - basic and diluted (shares)
|
145,116,113
|
124,048,833
|
Premium and Capital Share
|
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
|
-
|
-
|
-
|
-
|
1,092
|
-
|
1,092
|
|||||||||||||||||||||
Issuance of shares and warrants, net
|
1,348
|
-
|
-
|
-
|
-
|
-
|
1,348
|
|||||||||||||||||||||
Exercise of options
|
1,273
|
(1,219
|
)
|
54
|
||||||||||||||||||||||||
Other comprehensive income (loss)
|
-
|
-
|
-
|
(4,046
|
)
|
-
|
-
|
(4,046
|
)
|
|||||||||||||||||||
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(11,631
|
)
|
(11,631
|
)
|
|||||||||||||||||||
Balance as at September 30, 2022
|
72,231
|
(334
|
)
|
14
|
(2,771
|
)
|
3,901
|
(48,602
|
)
|
24,439
|
||||||||||||||||||
Balance as at January 1, 2021
|
30,481
|
(334
|
)
|
14
|
780
|
3,639
|
(18,949
|
)
|
15,631
|
|||||||||||||||||||
0
|
0
|
|||||||||||||||||||||||||||
Share-Based Payment
|
-
|
-
|
-
|
-
|
2,829
|
-
|
2,829
|
|||||||||||||||||||||
Issuance of shares and warrants, net
|
31,176
|
-
|
-
|
-
|
-
|
-
|
31,176
|
|||||||||||||||||||||
Exercise of options
|
6,691
|
(3,495
|
)
|
3,196
|
||||||||||||||||||||||||
Other comprehensive income (loss)
|
-
|
-
|
-
|
(261
|
)
|
-
|
-
|
(261
|
)
|
|||||||||||||||||||
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(11,738
|
)
|
(11,738
|
)
|
|||||||||||||||||||
0
|
||||||||||||||||||||||||||||
Balance as at September 30, 2021
|
68,348
|
(334
|
)
|
14
|
519
|
2,973
|
(30,687
|
)
|
40,833
|
|||||||||||||||||||
|
Balance as at January 1, 2021
|
30,481
|
(334
|
)
|
14
|
780
|
3,639
|
(18,949
|
)
|
15,631
|
|||||||||||||||||||
Share-based payments
|
-
|
-
|
-
|
-
|
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 (loss)
|
-
|
-
|
-
|
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
|
|||||||||||||||||||
Nine months ended September 30,
2022
|
Nine months ended September 30,
2021 |
Year ended
December 31,
2021
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Cash flows - operating activities
|
||||||||||||
Net Loss for the period
|
(11,631
|
)
|
(11,738
|
)
|
(18,022
|
)
|
||||||
Adjustments:
|
||||||||||||
Depreciation and amortization
|
1,099
|
479
|
680
|
|||||||||
Change in fair value of derivative
|
(2,100
|
)
|
(312
|
)
|
(316
|
)
|
||||||
Change in fair value of other investment
|
(99
|
)
|
(138
|
)
|
(193
|
)
|
||||||
Net foreign exchange expenses
|
(901
|
)
|
411
|
1,279
|
||||||||
Interest expense over lease liabilities
|
250
|
7
|
9
|
|||||||||
Interest income over short term deposits
|
(73
|
)
|
-
|
-
|
||||||||
Share-based payment expenses
|
1,092
|
2,829
|
3,965
|
|||||||||
Changes in asset and liability items:
|
||||||||||||
Decrease (increase) in receivables
|
1,790
|
(1,523
|
)
|
(2,351
|
)
|
|||||||
Increase (decrease) in trade payables
|
315
|
(309
|
)
|
(97
|
)
|
|||||||
Increase (decrease) in other payables
|
413
|
682
|
1,095
|
|||||||||
Net cash from (used in) operating activities
|
(9,845
|
)
|
(9,612
|
)
|
(13,951
|
)
|
||||||
Cash flows - investment activities
|
||||||||||||
Acquisition of fixed assets
|
(2,686
|
)
|
(1,124
|
)
|
(1,828
|
)
|
||||||
Increase in restricted deposit
|
(20
|
)
|
(337
|
)
|
(337
|
)
|
||||||
Loan provided
|
-
|
(367
|
)
|
(367
|
)
|
|||||||
Proceeds on account of other investment*
|
110
|
111
|
149
|
|||||||||
Interest received over short term deposits
|
73
|
-
|
-
|
|||||||||
Acquisition of other investments, net of cash acquired
|
(188
|
)
|
(5,685
|
)
|
(6,808
|
)
|
||||||
Net cash used in investing activities
|
(2,711
|
)
|
(7,402
|
)
|
(9,191
|
)
|
||||||
Cash flows - financing activities
|
||||||||||||
Proceeds from issuance of shares and warrants
|
2,005
|
29,281
|
29,281
|
|||||||||
Issuance costs
|
(657
|
)
|
(3,283
|
)
|
(3,283
|
)
|
||||||
Repayment of liability for lease
|
(316
|
)
|
(222
|
)
|
(346
|
)
|
||||||
Repayment of interest over liability of lease
|
(250
|
)
|
(7
|
)
|
(9
|
)
|
||||||
Proceeds with regard to derivative
|
4,495
|
-
|
-
|
|||||||||
Proceeds from exercise of share options
|
53
|
3,196
|
3,222
|
|||||||||
Net cash from financing activities
|
5,330
|
28,965
|
28,865
|
|||||||||
Increase (Decrease) in cash and cash equivalents
|
(7,226
|
)
|
11,951
|
5,723
|
||||||||
Effect of exchange differences on cash and cash equivalents
|
(747
|
)
|
(66
|
)
|
(103
|
)
|
||||||
Cash and cash equivalents at the beginning of the period:
|
19,176
|
13,556
|
13,556
|
|||||||||
Cash balance and cash equivalents at end of period
|
11,203
|
25,441
|
19,176
|
|||||||||
Non-cash activities
|
||||||||||||
Purchase of fixed assets yet to be paid
|
4
|
188
|
57
|
|||||||||
Issue of shares and options against intangible asset
|
-
|
4,359
|
6,332
|
Sole Book-Running Manager
|
A.G.P. |
Lead Manager
|
Maxim Group LLC |