REHOVOT, Israel, Jan. 10,
2023 /PRNewswire/ -- Steakholder 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 closing of its
previously announced 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 issued have a
five-year term, are exercisable immediately and 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 Company intends to use the net proceeds from this offering
for general corporate purposes. In connection with the offering,
the Company 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. Additionally,
the term of the Prior Warrants was amended such that the new
termination date is January 10,
2028.
A.G.P./Alliance Global Partners acted as the sole book-running
manager for the offering. Maxim Group LLC acted as lead manager for
the offering.
The securities described above were 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 was made only by means of a prospectus forming part of
the effective registration statement. Copies of the preliminary
prospectus and 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 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 use
of proceeds from the offering, the Company's expectations regarding
the success of its cultured meat 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.