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.