REHOVOT, Israel, July 27,
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
registered direct offering of 6,000,000 of the Company's American
Depositary Shares ("ADSs") (or ADS equivalents in lieu thereof),
each ADS representing ten (10) ordinary shares, at a purchase price
of $1.00 per ADS (or ADS equivalent
in lieu thereof). The Company also issued in a concurrent private
placement unregistered warrants to purchase up to an aggregate of
6,000,000 ADSs. The warrants have an exercise price of $1.10 per ADS, are immediately exercisable upon
issuance, and expire three and one-half years from the date of
issuance.
H.C. Wainwright & Co. acted as the exclusive placement agent
for the offering.
The total gross proceeds to the Company from the offering were
$6 million, before deducting the
placement agent's fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from this
offering as working capital for general corporate purposes.
The securities described above (excluding the warrants and ADSs
underlying the warrants) were offered by the Company in a
registered direct offering pursuant to a "shelf" registration
statement on Form F-3 (File No. 333-264110) that was originally
filed with the Securities and Exchange Commission (the "SEC") on
April 4, 2022, and declared effective
on April 13, 2022. The offering of
such securities in the registered direct offering was made only by
means of a prospectus supplement and accompanying prospectus that
forms a part of the effective registration statement. A final
prospectus supplement and the accompanying base prospectus relating
to the registered direct offering were filed with the SEC and are
available on the SEC's website at www.sec.gov. Electronic
copies of the final prospectus supplement and the accompanying base
prospectus may also be obtained from H.C. Wainwright & Co., LLC
at 430 Park Avenue, 3rd Floor, New York,
NY 10022, by phone at (212) 856-5711 or e-mail at
placements@hcwco.com.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), and Regulation D promulgated thereunder and, along
with the ADSs underlying such warrants, have not been registered
under the Act, or applicable state securities laws. Accordingly,
the warrants and the underlying ADSs may not be reoffered or resold
in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Act and such
applicable state securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein, 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., 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), with
headquarters in Rehovot, Israel.
The company is developing a slaughter-free solution for
producing cellular agriculture meat products, such as beef and
seafood, by offering manufacturers the ability to produce a
cultivated meat product that aims to closely mimic the taste,
texture, and appearance of traditional meat- 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. All
statements pertaining to the Company's expectations regarding
the intended use of proceeds from the offering in this press
release constitute 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.
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. Such factors include
market and other conditions; the use of proceeds; 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 Annual Report on Form
20-F for the fiscal year ended December 31,
2022, filed with the SEC on April 4,
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 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.
Press Contact:
Maissa Dauriac
Rainier Communications
mdauriac@rainierco.com
Investor Contacts:
Steakholder Foods
Investors@steakholderfoods.com
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SOURCE Steakholder Foods Ltd.