Steakholder Foods Induces Cash Exercise of Warrants

TL;DR

**Steakholder Foods is pushing warrant holders to exercise for cash, likely to raise capital.**

AI Summary

Steakholder Foods Ltd. entered into an Inducement Letter on January 24, 2024, with a warrant holder to encourage the cash exercise of existing warrants. This agreement covers warrants issued in July 2023 (6,000,000 ADSs at $1.10), January 2023 (6,500,000 ADSs at $1.00), and July 2022 (1,857,143 ADSs at $1.00). This matters to investors because the cash exercise of these warrants could inject capital into the company, potentially strengthening its financial position, but also indicates a need to incentivize warrant exercises.

Why It Matters

This filing indicates Steakholder Foods is actively seeking to raise capital by encouraging warrant holders to exercise their options for cash, which could provide a financial boost but also suggests a need for immediate funds.

Risk Assessment

Risk Level: medium — While raising cash is positive, the need to induce warrant exercises suggests the company might be facing liquidity challenges or seeking to fund operations, which carries inherent risk.

Analyst Insight

An investor should monitor the company's next earnings report for details on the capital raised from these warrant exercises and how it impacts their cash position and future plans. While cash infusion is positive, the need for inducement warrants further scrutiny.

Key Numbers

• 6,000,000 — July 2023 Warrants ADSs (number of ADSs covered by July 2023 Warrants at $1.10 exercise price)
• 6,500,000 — January 2023 Warrants ADSs (number of ADSs covered by January 2023 Warrants at $1.00 exercise price)
• 1,857,143 — July 2022 Warrants ADSs (number of ADSs covered by July 2022 Warrants at $1.00 exercise price)

Key Players & Entities

• Steakholder Foods Ltd. (company) — the registrant entering the inducement offer
• Holder (person) — the party agreeing to exercise existing warrants for cash
• $1.10 (dollar_amount) — exercise price per ADS for July 2023 Warrants
• $1.00 (dollar_amount) — exercise price per ADS for January 2023 Warrants and July 2022 Warrants
• January 24, 2024 (date) — date the Inducement Letter was entered into

Forward-Looking Statements

• Steakholder Foods will see an increase in cash on its balance sheet due to the warrant exercises. (Steakholder Foods Ltd.) — high confidence, target: Q1 2024
• The company may use the newly raised capital to fund ongoing research and development or operational expenses. (Steakholder Foods Ltd.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $1.10 — n July 27, 2023 at an exercise price of $1.10 per ADS (the “July 2023 Warrants&
• $1.00 — anuary 10, 2023 at an exercise price of $1.00 per ADS (the “January 2023 Warran
• $0.46 — o;s ADSs at a reduced exercise price of $0.46 per ADS in consideration of the Company
• $0.485 — Shares”), at an exercise price of $0.485 per ADS. The Company expects to receive
• $6.6 million — gregate gross proceeds of approximately $6.6 million from the exercise of the Existing Warra
• $0.575 — ts will have an exercise price equal to $0.575 per ADS (125% of the reduced exercise p
• $75,000 — also agreed to pay the Placement Agent $75,000 for non-accountable expenses and $15,95
• $15,950 — 75,000 for non-accountable expenses and $15,950 for clearing fees. The closing of the

Filing Documents

• ea192170-6k_steakholder.htm (6-K) — 41KB
• ea192170ex10-1_steakholder.htm (EX-10.1) — 53KB
• ea192170ex10-2_steakholder.htm (EX-10.2) — 115KB
• ea192170ex10-3_steakholder.htm (EX-10.3) — 111KB
• 0001213900-24-007158.txt ( ) — 321KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE MONTH OF JANUARY 2024 COMMISSION FILE NUMBER 001-40173 Steakholder Foods Ltd. (Translation of registrant’s name into English) Steakholder Foods Ltd. 5 David Fikes St., Rehovot 7632805 Israel +972 -73-541-2206 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F Form 40-F This Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-264110 ) and Form S-8 (File Nos. 333-255419 , 333-267045 and 333-271112 ). On January 24, 2024, Steakholder Foods Ltd. (the “Company”) entered into an inducement offer letter agreement (the “Inducement Letter”) with a certain holder (the “Holder”) of certain of the Company’s existing warrants to purchase up to (i) 6,000,000 of the Company’s American Depositary Shares (“ADS”), each ADS representing 10 ordinary shares, no par value, issued on July 27, 2023 at an exercise price of $1.10 per ADS (the “July 2023 Warrants”), (ii) 6,500,000 of the Company’s ADSs issued on January 10, 2023 at an exercise price of $1.00 per ADS (the “January 2023 Warrants”) and (iii) 1,857,143 of the Company’s ADSs issued on July 5, 2022 at an exercise price of $1.00 per ADS (the “July 2022 Warrants”, together with the July 2023 Warrants, the “Existing July Warrants” and together with the July 2023 Warrants and the January 2023 Warrants, the “Existing Warrants”). Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 14,357,143 of the Company’s ADSs at a reduced exercise price of $0.46 per ADS in consideration of the Company’s agreement to issue new warrants to purchase ADSs (the “New Warrants”), as described below, to purchase up to an aggregate of 28,714,286 ADSs (the “New Warrant Shares”), at an exercise price of $0.485 per ADS. The Company expects to receive aggregate gross proceeds of approximately $6.6 million from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by the Company. The Company has engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection with the transactions contemplated by the Inducement Letter and has agreed to pay the Placement Agent a cash fee equal to 7.5% of the aggregate gross proceeds received from the Holder’s exercise of the Existing Warrants. The Company has also agreed to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to 1,005,000 ADSs (representing 7.0% of the Existing Warrants being exercised), which will have the same terms as the New Warrants except the Placement Agent Warrants will have an exercise price equal to $0.575 per ADS (125% of the reduced exercise price of the Existing Warrants). Similar to the New Warrants, the Placement Agent Warrants will be immediately exercisable from the date of issuance until the five year anniversary of such date. In addition, the Company has also agreed to pay the Placement Agent $75,000 for non-accountable expenses and $15,950 for clearing fees. The closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about January 29, 2024 (the “Closing Date”), subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from these transactions as working capital for general corporate purposes. The resale of the ADSs representing the Company’s ordinary shares underlying the (i) July 2023 Warrants have been registered pursuant to an existing registration statement on Form F-1 (File No. 333-275365), declared effective by the Securities and Exchange Commission (the “SEC”) on November 15, 2023 and (ii) July 2022 Warrants have been registered pursuant to an existing registration ordinary shares underlying the January 2023 Warrants are not registered pursuant to an effective registration statement that is current, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company also agreed to file a registration statement on Form F-3 (or other appropriate form if the Company is not then Form F-3 eligible) providing for the resale of the ADSs representing the Company’s ordinary shares underlying the January 2023 Warrants and the New Warrant Shares represen

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