As filed with the Securities and Exchange Commission
on March 31, 2025
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Steakholder Foods Ltd.
(Exact name of registrant as specified in its charter)
| State of Israel |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
|
5 David Fikes St.,
Rehovot, Israel |
|
7632805 |
| (Address of Principal Executive Offices) |
|
(Zip
Code) |
Steakholder Foods Ltd. 2022 Share Incentive
Plan
(Full title of the plan)
_____________________
Steakholder Foods USA, Inc.
1007 North Orange Street, 10th Floor
Wilmington, Delaware 19801
(Name and address of agent for service)
(302) 485-5218
(Telephone number, including area code, of agent
for service)
Copies to:
|
Shachar Hadar
Matthew Rudolph
Meitar | Law Offices
16 Abba Hillel Rd.
Ramat Gan 5250608, Israel
+972 (3) 610-3100 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☑ |
Smaller reporting company ☐ |
| |
Emerging growth company ☑ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement
on Form S-8 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”)
for the purpose of registering an additional 17,480,187 ordinary shares of Steakholder Foods Ltd. (the “Company,” or the “Registrant”)
issuable under the 2022 Share Incentive Plan (the “2022 Plan”) for which the registration statements of the Company on Form S-8 (File Nos. 333-279010,
333-271112 and 333-267045) are effective, representing an automatic increase effective as of January 1, 2025 pursuant to the 2022
Plan.
Pursuant to General Instruction
E of Form S-8, the contents of the above-referenced prior registration statements on Form S-8 (File Nos. 333-279010,
333-271112 and 333-267045) are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby
or by any subsequently filed document, which is incorporated by reference herein or therein, and the information required by Part II is
omitted, except as supplemented by the information set forth below.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is
not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules
and regulations of the Commission.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with or furnished
to the Commission by the Registrant are incorporated herein by reference:
(a) The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2024 (“Annual Report”), filed with the Commission on March 31, 2025 (File No.
001-40173);
(b) The Registrant’s Form 6-K furnished with the SEC on March 31, 2025 (to the extent expressly incorporated by reference into the
Registrant’s effective registration statements); and
(c) The description of the Registrant’s
ordinary shares and American Depositary Shares (“ADSs”) contained in Exhibit 2.3 of the Annual Report.
All documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and, to the extent designated therein, certain
reports on Form 6-K the Registrant submits to the Commission after the date hereof, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement (the “Registration Statement”) to the extent that a statement contained herein or in any other
subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such previous statement.
Any statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified
or superseded.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto authorized,
in the city of Rehovot, Israel, on March 31, 2025.
| |
STEAKHOLDER FOODS LTD. |
| |
|
| |
By: |
/s/
Arik Kaufman |
| |
Name: |
Arik Kaufman |
| |
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Arik Kaufman, with full power to act alone, the
individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the person
and in his name, place and stead, in any and all capacities, in connection with this Registration Statement, including to sign in the
name and on behalf of the undersigned this Registration Statement of Steakholder Foods Ltd. on Form S-8 and any and all amendments thereto,
including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the U.S. Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons, in the capacities indicated and on the
dates indicated:
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Arik Kaufman |
|
Chief
Executive Officer |
|
March
31, 2025 |
| Arik
Kaufman |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Oren Attiya |
|
Vice
President of Finance |
|
March
31, 2025 |
| Oren
Attiya |
|
(Principal
Financial Officer and
Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Yaron Kaiser |
|
Chairman
of the Board of Directors |
|
March
31, 2025 |
| Yaron
Kaiser |
|
|
|
|
| |
|
|
|
|
| /s/
Eli Arad |
|
Director |
|
March
31, 2025 |
| Eli
Arad |
|
|
|
|
| |
|
|
|
|
| /s/
David Gerbi |
|
Director |
|
March
31, 2025 |
| David
Gerbi |
|
|
|
|
| |
|
|
|
|
| /s/
Sari Singer |
|
Director |
|
March
31, 2025 |
| Sari
Singer |
|
|
|
|
Signature
of Authorized Representative in the United States
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant’s duly authorized representative has signed this Registration Statement on Form S-8, on
March 31, 2025.
| |
By: |
Steakholder Foods USA, Inc. |
| |
|
|
| |
By: |
/s/ Arik Kaufman |
| |
Name: |
Arik Kaufman |
| |
Title: |
President |
Exhibit
5.1
March 31, 2025
| |
|
|
|
Steakholder Foods Ltd.
5 David Fikes St.,
Rehovot, 7632805
Israel |
RE: Registration
on Form S-8
Ladies and Gentlemen:
We have acted as Israeli
counsel to Steakholder Foods Ltd., an Israeli company (the “Company”), in connection with its filing of a registration
statement on Form S-8 on or about March 31, 2025 (the “Registration Statement”), under the Securities Act
of 1933, as amended (the “Securities Act”), relating to the registration of 17,480,187 of the Company’s ordinary
shares, no par value (“Ordinary Shares”) (the “Shares”), including Shares that may be
represented by American Depositary Shares (the “ADSs”), which may be issued under the Steakholder Foods Ltd. 2022 Share
Incentive Plan (the “Plan”).
ADSs that represent the
Shares will be issued under the Deposit Agreement, dated March 16, 2021, by and among the Company, the Bank of New York Mellon, as depositary,
and the owners and holders from time to time of ADSs issued thereunder.
In our capacity as counsel
to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i)
Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions of the Company’s board of directors
and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the
Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the
extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of
officers or other representatives of the Company. We have also assumed the truth of all facts communicated to us by the Company and that
all consents, minutes and protocols of meetings of the Company’s board of directors, which have been provided to us, are true and
accurate and prepared in accordance with the Company’s Articles and all applicable laws. In addition, we have assumed that the Company
will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company).
We are admitted to practice
law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.
On the basis of the foregoing,
we are of the opinion that the Shares being registered pursuant to the Registration Statement (including Shares represented by ADSs),
when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant
to the terms of the awards that have been or may be granted under the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that
we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations
of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities
Act.
This opinion letter is
rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be
brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed
herein.
| |
Very truly yours, |
| |
|
| |
/s/ Meitar | Law Offices |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the use of our report dated March
31, 2025, with respect to the consolidated financial statements of Steakholder Foods Ltd. incorporated herein by reference.
/s/ Somekh Chaikin
Somekh Chaikin
Member Firm of KPMG International
Tel Aviv, Israel
March 31, 2025
Exhibit 107.1
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
STEAKHOLDER FOODS LTD.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Plan | |
Security
Type | |
Security
Class Title | |
Fee
Calculation
Rule | |
Amount
Registered (1) | | |
Proposed
Maximum
Offering
Price Per
Unit (2) | | |
Maximum
Aggregate
Offering
Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Steakholder Foods Ltd. 2022 Share Incentive Plan | |
Equity | |
Ordinary shares, no par value per share (3) | |
Rule 457(c)
and 457(h) | |
| 17,480,187 | (4) | |
$ | 0.01075 | | |
$ | 187,912.01 | | |
| $153.10 per million dollars | | |
$ | 28.77 | |
| | |
Total Offering Amounts | | |
| | | |
$ | 187,912.01 | | |
| | | |
$ | 28.77 | |
| | |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
$ | — | |
| | |
Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 28.77 | |
| (1) | In accordance with Rule 416 under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities that may
from time to time be offered or issued in respect of the securities identified in the above table by reason of any share dividend, share
split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in
an increase in the number of the outstanding Ordinary Shares. |
| (2) | Estimated pursuant to Rules 457(c) and 457(h) under the Securities
Act solely for the purpose of calculating the registration fee based upon the average of the high and low sale prices ($1.10 and $1.05
respectively) reported for the ADSs (each representing 100 ordinary shares) on the Nasdaq Capital Market on March 28, 2025. |
| (3) | These shares may be represented by ADSs, each of which currently
represents 100 ordinary shares, no par value (“Ordinary Shares”), of Steakholder Foods Ltd. (the “Registrant”).
ADSs issuable upon deposit of the securities registered hereby have been registered under a separate Registration Statement on Form F-6
(File No. 333-253915). |
| (4) | Represents Ordinary Shares reserved for issuance under the Registrant’s
2022 Share Incentive Plan. |
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