REHOVOT, Israel, Jan. 6, 2023
/PRNewswire/ -- Stekholder Foods Ltd. (Nasdaq: STKH)
("Steakholder Foods" or the "Company"), an international deep-tech
food company at the forefront of the cultivated meat industry,
today announced the pricing of an underwritten public offering of
6,500,000 American Depositary Shares ("ADSs"), (or ADS equivalents
in lieu thereof) and warrants to purchase up to 6,500,000 ADSs at a
public offering price of $1.00 per
ADS (and accompanying warrant) for aggregate gross proceeds of
$6.5 million, before deducting
underwriting discounts and other offering expenses. The warrants to
be issued will have a five-year term, will be exercisable
immediately and will have an exercise price of $1.00 per ADS.
In addition, the Company has granted the underwriters a 45-day
option to purchase up to an additional 975,000 ADSs and/or warrants
at the public offering price, less discounts and commissions,
solely to cover over-allotments, if any. The closing of the
offering is expected to occur on or about January 10, 2023, subject to the satisfaction of
customary closing conditions.
The Company intends to use the net proceeds from this offering
for general corporate purposes. In connection with the offering,
the Company has entered into an agreement with an existing investor
in the Company to reduce the exercise price of outstanding warrants
to purchase up to 1,857,143 ADS which were issued in the Company's
July 2022 registered direct offering
(the "Prior Warrants") from $3.50 per
ADS to $1.00 per ADS, effective upon
the closing of this offering. Additionally, the term of the Prior
Warrants shall be amended such that the new termination date shall
be January 10, 2028.
A.G.P./Alliance Global Partners is acting as the sole
book-running manager for the offering. Maxim Group LLC is acting as
lead manager for the offering.
The securities described above are being offered pursuant to a
registration statement on Form F-1 (File No. 333-268559) previously
filed with the Securities and Exchange Commission ("SEC") which
became effective on January 5, 2023.
The offering is being made only by means of a prospectus forming
part of the effective registration statement. Copies of the
preliminary prospectus and, when available, copies of the final
prospectus, relating to the offering may be obtained on the SEC's
website located at http://www.sec.gov. Electronic copies of the
final prospectus relating to the offering may be obtained, when
available, from A.G.P./Alliance Global Partners, 590 Madison
Avenue, 28th Floor, New York, NY
10022, or by telephone at (212) 624-2060, or by email at
prospectus@allianceg.com, or from Maxim Group LLC, 300 Park Avenue,
New York, NY 10022, Attention:
Syndicate Department, or via email at syndicate@maximgrp.com or
telephone at (212) 895-3745.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation, or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Steakholder Foods
Steakholder Foods Ltd., formerly MeaTech 3D Ltd., is an
international deep-tech food company at the forefront of the
cultured meat revolution. The company initiated activities in 2019
and is listed on the Nasdaq Capital Market under the ticker "STKH"
(formerly MITC). Steakholder Foods maintains facilities in Rehovot,
Israel and Antwerp, Belgium and has recently expanded
activities to the US.
The Company is developing a slaughter-free solution for
producing a variety of beef, chicken, pork, and seafood products —
both as raw materials and whole cuts — as an alternative to
industrialized farming and fishing. With its membership in the UN
Global Compact, Steakholder Foods is committed to act in support of
issues embodied in the United Nations Sustainable Development Goals
(SDGs) which include strengthening food security, decreasing carbon
footprint, and conserving water and land resources.
For more information, please visit:
https://steakholderfoods.com
Forward-Looking Statements
This press release contains forward-looking statements
concerning the Company's business, operations and financial
performance and condition as well as plans, objectives, and
expectations for the Company's business operations and financial
performance and condition. Any statements that are not historical
facts may be deemed to be forward-looking statements.
Forward-looking statements reflect the Company's current views with
respect to future events and are based on assumptions and subject
to known and unknown risks and uncertainties, which change over
time, and other factors that may cause the Company's actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Forward-looking
statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or
achievements, and are typically identified with words such as
"may," "could," "should," "will," "would," "believe," "anticipate,"
"estimate," "expect," "aim," "intend," "plan" or words or phases of
similar meaning and include, without limitation, the expected
closing of this offering and use of proceeds, the Company's
expectations regarding the success of its cultured mea
manufacturing technologies it is developing, which will require
significant additional work before the Company can potentially
launch commercial sales; the Company's research and development
activities associated with technologies for cultured meat
manufacturing, including three-dimensional meat production, which
involves a lengthy and complex process; the Company's ability to
obtain and enforce its intellectual property rights and to operate
its business without infringing, misappropriating, or otherwise
violating the intellectual property rights and proprietary
technology of third parties; and other risks and uncertainties,
including those identified in the Company's reports filed from time
to time with the Securities and Exchange Commission (the "SEC"),
including but not limited to, the Company's Annual Report on Form
20-F for the fiscal year ended December 31,
2021, filed with the SEC on March 24,
2022 and the Company's preliminary prospectus (Registration
No. 333-268559), filed with the SEC on January 5, 2023. New risks and uncertainties may
emerge from time to time, and it is not possible for the Company to
predict their occurrence or how they will affect the Company. If
one or more of the factors affecting the Company's forward-looking
information and statements proves incorrect, then the Company's
actual results, performance or achievements could differ materially
from those expressed in, or implied by, forward-looking information
and statements contained in this press release. Therefore, the
Company cautions you not to place undue reliance on its
forward-looking information and statements. The Company disclaims
any duty to revise or update the forward-looking statements,
whether written or oral, to reflect actual results or changes in
the factors affecting the forward-looking statements, except as
specifically required by law. If the Company does update one or
more forward-looking statements, no inference should be drawn that
the Company will make additional updates with respect thereto or
with respect to other forward-looking statements. References and
links to websites have been provided as a convenience, and the
information contained on such websites is not incorporated by
reference into this press release. The Company is not responsible
for the contents of third-party websites.
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SOURCE Steakholder Foods Ltd.