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 that it
has entered into a definitive agreement for the purchase and sale
in a 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 has also agreed to issue in a concurrent
private placement unregistered warrants to purchase up to an
aggregate of 6,000,000 ADSs. The warrants will have an exercise
price of $1.10 per ADS, will be immediately exercisable upon
issuance, and will expire three and one-half years from the date of
issuance. The closing of the offering is expected to occur on or
about July 27, 2023, subject to the satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The total gross proceeds to the Company from the
offering are expected to be $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) are being offered and
sold 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 is being made only by means of a prospectus
supplement that forms a part of the effective registration
statement. A final prospectus supplement and the accompanying base
prospectus relating to the registered direct offering will be filed
with the SEC and will be 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, when
available, 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 are being 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 completion of the offering, the satisfaction of customary
closing conditions related thereto, the intended use of proceeds
therefrom 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
ability of the Company to satisfy all conditions precedent to the
closing of the offering; 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 DauriacRainier
Communicationsmdauriac@rainierco.comTel: +1-818-642-5257
Investor Contacts:
Steakholder
FoodsInvestors@steakholderfoods.com
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