REHOVOT, Israel, Jan. 25,
2024 /PRNewswire/ -- Steakholder Foods Ltd.
(Nasdaq: STKH) ("Steakholder Foods" or the "Company"), a leader
in cultivated meat and 3D bioprinting technology, today
announced the entry into a definitive agreement for the
immediate exercise of certain outstanding warrants to purchase up
to an aggregate of 14,357,143 American Depositary Shares (ADSs),
having exercise prices ranging from $1.00 to $1.10 per
ADS, issued by Steakholder Foods in July
2022, January 2023 and
July 2023, at a reduced exercise
price of $0.46 per ADS. The ADSs
representing ordinary shares issuable upon exercise of warrants
into 7,857,143 ADSs are registered pursuant to effective
registration statements on Form F-1 (File No. 333-275365) and F-3
(333-264110). The ADSs representing ordinary shares issuable upon
exercise of the remaining 6,500,000 warrants are not registered
pursuant to an effective registration statement that is current,
and may not be offered or sold in the U.S. absent registration with
the Securities and Exchange Commission (the "SEC") or an applicable
exemption from such registration requirements.
The closing of the offering is expected to occur on or
about January 29, 2024, subject to satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
In consideration for the immediate exercise of the warrants for
cash, Steakholder Foods will issue new unregistered warrants
to purchase up to 28,714,286 ADSs. The new warrants will have an
exercise price of $0.485 per ADS,
will be immediately exercisable and have a term of exercise of
between three and half years with respect to 12,000,000 warrants
and five years with respect to 16,714,286 warrants.
The gross proceeds to Steakholder Foods from the exercise
of the warrants are expected to be approximately $6.6 million, prior to deducting placement agent
fees and offering expenses. The Company intends to use the net
proceeds as working capital for general corporate purposes.
The new warrants described above were offered in a private
placement pursuant to an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended (the "1933
Act"), and, along with the ADSs issuable upon exercise, have not
been registered under the 1933 Act, and may not be offered or sold
in the United States absent
registration with the SEC or an applicable exemption from such
registration requirements. Steakholder Foods has agreed to file a
registration statement with the SEC covering the resale of the ADSs
issuable upon exercise of the new warrants and the restricted
ADSs.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities in this offering,
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 (Nasdaq: STKH) is a cutting-edge food-tech
company that is pioneering the future of food production.
We provide state-of-the-art 3D bioprinter systems, along with
specially formulated plant-based inks, meticulously designed for
crafting plant-based culinary masterpieces. Our expertise lies in
creating plant-based meat and seafood products with complex
textures, like beef steaks, white fish, shrimp, eel, and more.
While our initial focus is on plant-based options, we're developing
cultivated cells for seamless integration with an eye on the
future.
We empower ambitious food and meat manufacturers to diversify
their portfolios with premium plant-based products.
For more information, please visit:
https://steakholderfoods.com
Forward-Looking Statements
This press release contains forward-looking statements
concerning Steakholder Foods' business, operations and financial
performance and condition as well as plans, objectives, and
expectations for Steakholder Foods' business operations and
financial performance and condition. Any statements that are not
historical facts may be deemed to be forward-looking statements.
Forward-looking statements reflect Steakholder Foods' 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 Steakholder Foods'
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the 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 and include, without
limitation, the expected closing of this offering and use of
proceeds, Steakholder Foods' expectations regarding the success of
its cultured meat manufacturing technologies it is developing,
which will require significant additional work before Steakholder
Foods can potentially launch commercial sales; Steakholder Foods'
research and development activities associated with technologies
for cultured meat manufacturing, including three-dimensional meat
production, which involves a lengthy and complex process;
Steakholder Foods' 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 Steakholder Foods'
Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Securities and
Exchange Commission on April 4, 2023.
New risks and uncertainties may emerge from time to time, and it is
not possible for Steakholder Foods to predict their occurrence or
how they will affect Steakholder Foods. If one or more of the
factors affecting Steakholder Foods' forward-looking information
and statements proves incorrect, then Steakholder Foods' 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, Steakholder
Foods cautions you not to place undue reliance on its
forward-looking information and statements. Steakholder Foods
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.