UNITED STATES

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 AUGUST 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 ☐

 

 

 

 

 

 

 

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

  

Explanatory Note

 

This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) is being furnished by Steakholder Foods Ltd. (“Steakholder Foods”) to the Securities and Exchange Commission (the “SEC”) for the sole purposes of: (i) furnishing, as Exhibit 99.1 to this Form 6-K, unaudited consolidated interim financial statements of Steakholder Foods as at and for the six-month period ended June 30, 2024; and (ii) furnishing, as Exhibit 99.2 to this Form 6-K, Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discusses and analyzes Steakholder Foods’ financial condition and results of operations as at and for the six-month period ended June 30, 2024.

 

The following exhibits are furnished as part of this Form 6-K:

 

Exhibit No.   Description
     
99.1   Unaudited Consolidated Interim Financial Statements as at June 30, 2024
     
99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations
     
101   Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Condensed Consolidated Interim Statements of Financial Position, (ii) Unaudited Condensed Consolidated Interim Statement of Income and of Comprehensive Loss, (iii) Unaudited Condensed Consolidated Interim Statements of Changes in Equity, (v) Unaudited Condensed Consolidated Interim Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Interim Financial Statements.

 

Exhibit 99.1 and 99.2 to this Report on Form 6-K shall be deemed to be incorporated by reference into Steakholder Foods’ registration statements on Form F-3 (File Nos. 333-264110 and 333-276845) and Form S-8 (File Nos. 333-255419, 333-267045, 333-271112 and 333-279010).

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Steakholder Foods Ltd.
     
  By: /s/ Arik Kaufman
    Name: Arik Kaufman
    Title: Chief Executive Officer

 

Date: August 30, 2024

 

 

2

Exhibit 99.1

 

STEAKHOLDER FOODS LTD

 

Steakholder Foods Ltd.

 

Unaudited Condensed Consolidated Interim Financial Statements As At June 30, 2024

  

Financial Information of Steakholder Foods Ltd.
   
Contents:  
   
  Page
Unaudited Condensed consolidated interim statements of financial position F-2
Unaudited Condensed consolidated interim statement of income and of comprehensive loss F-3
Unaudited Condensed consolidated interim statements of changes in equity F-4
Unaudited Condensed consolidated interim statements of cash flows F-6
Notes to the condensed consolidated interim financial statements F-7

 

F-1

 

 

STEAKHOLDER FOODS LTD

 

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (UNAUDITED)

U.S. dollars in thousands (except share data)

 

   June 30,   December 31, 
   2024   2023 
ASSETS        
         
CURRENT ASSETS:        
Cash and cash equivalents   5,436    4,248 
Marketable securities with related party   232    351 
Prepaid expenses and other current assets   676    367 
           
Total current assets   6,344    4,966 
           
NON-CURRENT ASSETS:          
Restricted deposits   298    301 
Right-of-use asset   3,003    3,212 
Property and equipment, net   2,509    2,344 
           
Total non-current assets   5,810    5,857 
           
Total Assets   12,154    10,823 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Accounts payables and accruals   1,193    1,783 
Other liabilities   186    193 
Trade payables   452    154 
Current lease liability   359    355 
           
Total current liabilities   2,190    2,485 
           
NON-CURRENT LIABILITIES          
           
Long term lease liability   2,199    2,456 
           
Total non-current liabilities   2,199    2,456 
           
COMMITMENTS AND CONTINGENT LIABILITIES   
 
    
 
 
           
SHAREHOLDERS’ EQUITY          
Ordinary shares – no par value, Authorized 1,000,000,000 shares. Issued and outstanding 282,246,127 and 251,756,047 at June 30, 2024 and December 31, 2023, respectively   
-
    
-
 
Additional paid in capital   82,276    76,058 
Accumulated deficit   (74,511)   (70,176)
           
Total shareholders’ equity   7,765    5,882 
           
Total liabilities and shareholders’ equity   12,154    10,823 

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 

F-2

 

 

STEAKHOLDER FOODS LTD

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

U.S. dollars in thousands (except per share data)

 

   Six months ended
June 30,		 
   2024   2023 
         
Research and development   1,641    3,615 
Marketing   576    1,168 
Marketing with related party   143    460 
General and administrative   2,002    2,202 
           
Total operating loss   4,362    7,445 
           
Financial expenses (income), net   (41)   758 
Other expenses   14    
-
 
           
Loss from continuing operations   4,335    8,203 
           
Net loss from discontinued operations   
-
    1,317 
           
Loss for the period   4,335    9,520 
           
Other comprehensive income:          
Foreign currency translation differences   
-
    (230)
           
Other comprehensive income for the period, net   
-
    (230)
           
Total comprehensive loss   4,335    9,290 
           
Net loss per share from continuing operations – basic and diluted
   0.011    0.04 
Net loss per share from discontinued operations – basic and diluted
   
-
    0.01 
Weighted average shares outstanding – basic and diluted
   398,123,569    208,480,999 

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 

F-3

 

 

STEAKHOLDER FOODS LTD

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

U.S. dollars in thousands (except per share data)

 

   Ordinary Shares   Additional Paid-in   Accumulated   Total Shareholders’ 
   Shares   Value(*)   Capital   deficit   Equity 
Balance as of December 31, 2023   251,756,047    
-
    76,058    (70,176)   5,882 
                                        
Share-based compensation   6,050,080    
-
    233    
-
    233 
Exercise and issuance of warrants, net   24,440,000    
-
    5,985    
-
    5,985 
Net loss for the period   -    
-
    
-
    (4,335)   (4,335)
Balance as of June 30, 2024   282,246,127    
-
    82,276    (74,511)   7,765 

 

(*) No par value 

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 

F-4

 

 

STEAKHOLDER FOODS LTD

 

   Ordinary Shares   Additional Paid-in   Other Comprehensive   Accumulated   Total Shareholders’ 
   Shares   Value(*)   Capital   Income (loss)   deficit   Equity 
Balance as of December 31, 2022   146,471,680    
             -
    62,942    (230)   (53,312)   9,400 
                               
Share-based compensation   -    
-
    706    
          -
    
-
    706 
Issuance of shares and warrants, net   65,011,880    
-
    5,803    
-
    
-
    5,803 
Exercise of restricted share units   525,967    
-
    
-
    
-
    
-
    
-
 
Other comprehensive income   -    
-
    
-
    230    
-
    230 
Net loss for the period   -    
-
    
-
    
-
    (9,520)   (9,520)
Balance as of June 30, 2023   212,009,527    
-
    69,451    
-
    (62,832)   6,619 

 

(*) No par value

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 

F-5

 

 

STEAKHOLDER FOODS LTD

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands

   Six months ended June 30, 
   2024   2023 
Cash flows from operating activities:        
         
Net Loss   (4,335)   (9,520)
           
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   228    256 
Change in fair value of financial liabilities   
-
    (4)
Change in fair value of other investment   
-
    784 
Change in fair value of marketable securities with related parties   109    27 
Reduction in the carrying amount of right of use assets   209    219 
Change in operating lease liabilities   (205)   (204)
Share-based compensation   90    246 
Share-based compensation with related party   143    460 
Loss of control of discontinued operation   
-
    (178)
Decrease (increase) in prepaid expenses and other current assets   (258)   21 
Other expenses   14    
-
 
Foreign exchange gain or losses   (59)   (75)
Decrease (increase) in trade payables   218    (389)
Increase (decrease) in accounts payables and accruals   (530)   786 
           
Net cash used in operating activities   (4,376)   (7,571)
           
Cash flows from investing activities:          
           
Acquisition of fixed assets   (344)   (177)
Increase (decrease) in restricted deposit   (7)   1 
Proceeds from realization of property and equipment   28    
-
 
Grant of short-term loan   (52)   
-
 
Proceeds from other investment   
-
    45 
Investment in marketable securities with related party   
-
    (435)
Net cash decrease from loss of control over discontinued operations   
-
    (163)
           
Net cash used in investing activities   (375)   (729)
           
Cash flows from financing activities:          
Proceeds from issuance of shares and warrants   
-
    6,500 
Issuance costs   (619)   (697)
Proceeds from issuance and exercise of warrants   6,604    
-
 
Net cash provided by financing activities   5,985    5,803 
Effect of exchange rate changes on cash and cash equivalents   (46)   125 
Increase (decrease) in cash and cash equivalents   1,188    (2,372)
           
Cash and cash equivalents, beginning of the year   4,248    6,284 
Cash and cash equivalents end of the period   5,436    3,912 
           
Supplemental disclosure of cash flow information:          
Non-cash purchase of property and equipment   91    34 

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 

F-6

 

 

STEAKHOLDER FOODS LTD

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 – GENERAL

 

A.Steakholder Foods Ltd. (formerly Ophectra Real Estate and Investments Ltd., Meat-Tech 3D Ltd. and MeaTech 3D Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983, and later completed an initial public offering on the Nasdaq Capital Market (Nasdaq), listing American Depositary Shares (ADSs) for trade under the ticker STKH. In August 2022, the Company changed its name from MeaTech 3D Ltd. to Steakholder Foods Ltd.

 

B.The Company is developing and selling two types of 3D-printing production machines, and developing plant-based products that aim to replicate the complex textures of traditional meats such as beef steaks, white fish, shrimp, and eel. Also, the Company is exploring the integration of cultivated cells, preparing for future advancements in food technology.

 

C.Since its inception, the Company has incurred significant losses and negative cash flows from operations and as of June 30, 2024, has an accumulated deficit of USD 74,511 thousand. The Company has financed its operations mainly through fundraising from various investors. The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Management is of the opinion that its existing cash will be sufficient to fund operations until the first quarter of 2025. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include the continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them on terms that are acceptable to it, or at all. If the Company is unsuccessful securing sufficient financing, it may need to cease operations. The condensed consolidated interim financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A.Basis of preparation:

 

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and do not include all of the information required for full annual financial statements. The unaudited condensed consolidated interim statements should be read in conjunction with the Company’s 2023 annual audited consolidated financial statements and footnotes, which were filed with the U.S. Securities and Exchange Commission as part of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023.

 

B.Use of Estimates

 

The preparation of condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated interim financial statements and accompanying notes. The accounting and measurement estimates that require management’s subjective judgments include, but are not limited to, those related to share-based compensation, and the fair value measurement of financial instrument at each reporting period. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates.

 

F-7

 

 

STEAKHOLDER FOODS LTD

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

 

C.Concentrations of credit risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted deposits and marketable securities.

 

For cash and cash equivalents and restricted deposits, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the consolidated balance sheets exceed government-insured limits. The Company maintains its cash and cash equivalents and restricted deposits with financial institutions that management believes is of high credit quality and has not experienced any losses on these accounts.

 

D.Significant accounting policies

 

The accounting policies applied in these interim financial statements are the same as those applied in the Company’s 2023 annual audited consolidated financial statement for the year ended December 31, 2023.

 

NOTE 3 – SHAREHOLDERS’ EQUITY

 

A.On January 24, 2024, the Company entered into an inducement offer letter agreement with a certain holder, of existing warrants to exercise these warrants as follow (i) 600,000 ADSs issued in July 2023 at an exercise price of USD 11.0 per ADS, (ii) 650,000 ADSs issued in January 2023 at an exercise price of USD 10.00 per ADS and (iii) 185,714 ADSs issued in July 2022 at an exercise price of USD 10.00 per ADS (all herein “the Exercised Warrants”). The total immediate gross proceeds were approximately USD 6,600 thousand. Pursuant to the letter agreement, the holder agreed to exercise for cash its Exercised Warrants to an aggregate of 1,435,714 ADSs at a reduced exercise price of USD 4.60 per ADS in consideration of New Warrants to purchase up to an aggregate of 2,871,429 ADSs at an exercise price of USD 4.85 per ADS that have a term of exercise of between three and a half years with respect to 1,200,000 New Warrants and five years with respect to 1,671,429 New Warrants, classified as equity. Due to the beneficial ownership limitation provisions in the inducement letter, 70,500 Exercised Warrants were immediately exercised into ADSs, while the remaining 1,365,214 ADSs were placed in abeyance for the benefit of the Holder until receipt of notice from the latter that the ADSs may be issued in compliance with such limitation. As of the balance sheet date, no such notice had been received. Underwriting discounts and other offering expenses totaled approximately USD 600 thousand.

 

As part of the warrant exercise and New Warrant allocation, the Company issued Underwriter Warrants, classified as equity, to purchase 100,500 ADSs, each representing hundred (100) ordinary shares with no par value. The Underwriter Warrants are exercisable from time to time, in whole or in part, for a period of five years from the effective date of the offering, with an exercise price of USD 5.75 per ADS.

 

B.On April 4, 2024, the Company effected an adjustment to the ratio of ordinary shares to American Depositary Shares (“ADSs”) at a ratio of 10:1, such that after the ratio adjustment was effected, every 10 ADSs were consolidated into 1 ADS and each ADS now represents one hundred (100) ordinary shares, instead of ten (10) ordinary shares prior to the ratio adjustment. All share and per share amounts, and exercise prices of stock options, warrants, and pre-funded warrants, if applicable, in the condensed consolidated interim financial statements and notes thereto have been adjusted for all periods presented to give effect to this adjustment to the ratio of ordinary shares to ADSs.

 

F-8

 

 

STEAKHOLDER FOODS LTD

 

NOTE 3 – SHAREHOLDERS’ EQUITY (CONT.)

 

The table below summarizes the Company’s equity securities in ADS terms, as of June 30, 2024:

 

   Warrants
outstanding
as of
June 30,
2024		   Exercise
price in
USD		   Expiration
date		 
Pre-funded warrants (*)   58,000    0.01    
-
 
Shares in abeyance   1,365,214    
-
    
-
 
Ordinary warrants   3,030,179    4.85-12.50    3-4.5 years 
Total outstanding   4,453,393           

 

(*)During the six months ended June 30, 2024, 173,900 ADS pre-funded warrants were exercised.

 

NOTE 4 – EVENT DURING THE PERIOD

 

On May 13, 2024, the Company announced a royalties and raw materials supply agreement (the “Wyler Agreement”) with Wyler Farm Ltd., a leader in alternative protein production, whereby Wyler Farm will manufacture alternative proteins on a commercial scale using materials purchased from the Company, and pay the Company royalties from the sales. Additionaly, the Company agreed to finance the procurement of the equipment necessary for Wyler to establish alternative proteins production.

 

The Wyler Agreement has an initial term of two years and shall automatically be renewed for successive 12-month period provided the parties have reached an agreement or alternatively subject to the automatic update mechanism, regarding the sales target, as described in the Wyler Agreement.

As of June 30, 2024 no revenues have yet been recognized.

 

The execution of the Wyler Agreement was deemed the achievement of pre-determined performance conditions that led to the vesting of performance share units (PSUs) into 32,500 ADS. For further information, see Note 7.

 

NOTE 5 – ACCOUNT PAYABLES AND ACCRUALS

 

   June 30,   December 31, 
   2024   2023 
Accrued expenses   584    532 
Employee benefits   600    1,241 
Other   9    10 
    1,193    1,783 

 

NOTE 6 – FAIR VALUE MEASUREMENT

 

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), that defines fair value and establishes a framework for measuring and disclosing fair value. The Company measures certain financial assets and liabilities at fair value based on applicable accounting guidance using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value.

 

Level 1 - Quoted prices in active markets for identical assets or liabilities.

 

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

F-9

 

 

STEAKHOLDER FOODS LTD

 

NOTE 6 – FAIR VALUE MEASUREMENT (CONT.)

 

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:

 

   Six months ended June 30, 2024 
   Fair value measurements using input type 
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets:                                                 
                     
Marketable securities with related party  $232    232   $
-
   $
-
 

 

   Year ended December 31,  2023 
   Fair value measurements using input type 
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets:                    
Marketable securities with related party   $351   $351   $
-
   $
-
 

 

Marketable securities with related party

 

In April 2023, the Company invested in Wilk Technologies Ltd. (TASE: WILK) (“Wilk”), a related party, alongside leading players in the food industry, such as Danone and the Central Bottling Co. Ltd. (owner of Tara, Coca Cola Israel and more). As part of the investment, the Company purchased ordinary shares of Wilk in the amount of USD 435 thousand at a 15% discount to its 45-day average closing price, giving the Company a 2.5% stake in Wilk. The Company’s Vice President of Finance is currently serving as Wilk’s Chief Executive Officer and Chief Financial Officer, and therefore the Company has determined that Wilk is a related party.

 

The Company re-measured the asset at the balance sheet date using a Level 1 fair value measurement, as its prices are quoted in an active market.

 

NOTE 7 – SHARE-BASED COMPENSATION

 

The Company has adopted share-based compensation plan, the 2022 Share Incentive Plan (the Plan), from which share-based compensation awards can be granted to employees, directors and consultants. As of June 30, 2024, there were 17,969,792 ADSs authorized for issuance under the Plan.

 

The Company has issued stock option and Restricted share units (RSU) awards to management, other key employees, consultants, and executive directors. These awards generally vest ratably over a three years period and the option awards expire after a term of four years from the date of grant, unless exercised or expiring earlier. The Company’s option and RSUs awards have vesting conditions based on services period and performance share units (PSUs) have vesting conditions based on achievement of pre-determined performance conditions.

 

F-10

 

 

STEAKHOLDER FOODS LTD

 

NOTE 7 – SHARE-BASED COMPENSATION (CONT.)

 

The fair value of the Company’s stock options granted to a consultant for the six months ended June 30, 2024 and the fair value of the Company’s unvested options that were replaced by RSUs for the six months ended June 30, 2023 were estimated using the following assumptions:

 

   Six months ended June 30, 
   2024   2023 
Expected volatility   91.04%   97.57%- 104.19%
Risk free interest rate   4.73%   3.78%- 4.71%
Expected dividend   0%   0%
Expected term (in years)   5 years    2.5-3 years 

 

The expected volatility was determined on the basis of a weighted average share price volatility of the Company, as well as similar companies, for a period equal to the share options expected terms. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. Share price was determined according to quoted share prices on Nasdaq.

 

Transactions related to the grant of options to employees, directors and consultant under the Company’s options plan during the six months ended June 30, 2024 were as follows:

 

  

Number of

options

  

Weighted

average

exercise

price

(USD)

  

Weighted

average

remaining

contractual

term

(in years)

  

Aggregate

Intrinsic

Value

(USD)

 
Outstanding at January 1, 2024   9,974,095    0.05    6.41    
-
 
Granted   740,000    0.001    5    3.58 
Forfeited   (53,333)   0.20    -    
-
 
Expired   (1,603,442)   0.47    
-
    
-
 
Outstanding at June 30, 2024   9,057,320    0.19    1.1    0.29 
Vested and expected to vest at end of period   9,057,320    0.19    1.1    0.29 
Exercisable at June 30, 2024   7,216,358    0.23    0.86    
-
 

 

F-11

 

 

STEAKHOLDER FOODS LTD

 

NOTE 7 – SHARE-BASED COMPENSATION (CONT.)

 

Transactions related to restricted share units (RSUs) and performance share units (PSUs) during the six months ended June 30, 2024, were as follows:

 

  

Number of

RSU and
PSU

  

Weighted

average

grant date
fair value

(USD)

 
Outstanding at January 1, 2024   18,128,650    0.08 
Granted   918,200    0.38 
Vested   (6,050,080)   0.98 
Forfeited   (3,085,680)   0.79 
Outstanding at June 30, 2024   9,911,090    0.40 

 

The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the six months ended June 30, 2024 and 2023 amounted for approximately USD 233 thousand and USD 706 thousand, respectively.

 

NOTE 8 – BASIC AND DILUTED NET LOSS PER ORDINARY SHARE

 

The Company follows FASB ASC 260, Earnings Per Share (“ASC 260”), which requires the reporting of both basic and diluted earnings per ordinary share. Earnings per share (“EPS”) is calculated using the weighted average number of ordinary shares outstanding during each period.

 

Basic earnings per share for both continuing and discontinued operations is computed by dividing net loss from continuing operations and net loss from discontinued operations attributable to ordinary shareholders by the weighted-average number of ordinary shares, including (i) pre-funded warrants to purchase ordinary shares, outstanding for the period because their exercise requires only little or no consideration. (ii) shares held in abeyance because there is no consideration required for delivery of the shares.

 

Diluted net loss per share for both continuing and discontinued operations is computed by dividing the net loss by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period determined using the treasury-share and if-converted methods, as applicable. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be anti-dilutive.

 

F-12

 

 

STEAKHOLDER FOODS LTD

 

NOTE 8 – BASIC AND DILUTED NET LOSS PER ORDINARY SHARE (CONT.)

 

A reconciliation of net loss available to ordinary shareholders and the number of shares in the calculation of basic and diluted loss per share is as follows (in thousands, except share and per share amounts):

 

  

Six months ended

June 30,

 
   2024   2023 
         
Net loss from continuing operations attributable to ordinary shareholders   4,335    8,203 
Net loss from discontinued operations   
-
    1,317 
           
Weighted-average shares used in computing net loss per share, basic and diluted
   398,123,569    208,480,999 
           
Net loss per share from continuing operations, basic and diluted
   0.011    0.04 
           
Net loss per share from discontinued operations, basic and diluted
   
-
    0.01 

  

In computing diluted loss per share for the six months ended June 30, 2024 and 2023, no account was taken of the potential dilution that could occur upon the exercise of warrants, options granted under employee stock compensation plans, and contingently issuable shares, amounting to 322,195,110, and 126,450,310 shares outstanding, respectively, since they had an anti-dilutive effect on net loss per share.

 

NOTE 9 – RELATED PARTY BALANCES AND TRANSACTIONS

 

The directors of the Company are entitled to a service fee and share-based compensation (and in the case of the Chairman of the Board, domestic travel expenses and an annual performance-based bonus). In the six months ended June 30, 2024 and 2023, the Company incurred net expenses of USD 485 thousand and USD 442 thousand, respectively, for directors fees and share-based compensation in the condensed consolidated interim financial statement of comprehensive loss.

 

Mr. Kaufman, CEO of the company, and Yaron Kaiser, Chairman, are also founding partners of BlueOcean Sustainability Fund, LLC, doing business as BlueSoundWaves which provides the Company with marketing, consulting, and investor engagement services in the U.S., in exchange for warrants to purchase ordinary shares and restricted share units, which are recognized as share-based payments expenses. In the six months ended June 30, 2024 and 2023, the Company incurred net marketing expenses of USD 143 thousand and USD 460 thousand, respectively to this related party.

 

In addition, the Company invested in equity securities of a related party in 2023. For further information see Note 6.

 

F-13

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Exhibit 99.2

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read in conjunction with our condensed consolidated interim financial statements and the notes to the financial statements, which are included in this Report of Foreign Private Issuer on Form 6-K. In addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 30, 2024, or the Annual Report, including the consolidated annual financial statements as of December 31, 2022 and their accompanying notes included therein.

 

Forward-Looking Statements

 

This Report of Foreign Private Issuer on Form 6-K contains historical information and 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, 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 the Annual Report. 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. 

 

The terms “Steakholder Foods,” “Company,” “we,” “us” or “ours” in this Report of Foreign Private Issuer on Form 6-K refer to Steakholder Foods Ltd. and its subsidiaries, unless the context otherwise requires.

 

General

 

We are an international deep-tech food company that initiated activities in 2019 and are listed on the Nasdaq Capital Market under the ticker “STKH”. We are focusing on alternative protein machinery production, initially for three-dimensional printing of meat and seafood analogs, followed by hybrid meats that combine cultivated and plant-based elements. We believe that our alternative protein and cultivated meat technologies hold significant potential to reduce the environmental impact of food production (including reducing carbon footprint and promoting biodiversity), improve the supply chain, and offer consumers a range of new product offerings.

 

We aim to provide production technology and associated supplies needed to commercially produce structured alternative protein products. To that end, we are developing three-dimensional printing capabilities that can mimic meat and seafood texture, flavor, nutritional values and more. Our initial commercial offering combines three-dimensional printers and their supplies, primarily plant-based ingredient blends for printing plant-based meat and fish analogs. So far, we have developed two main types of three-dimensional printer: (1) meat printer - a food production machine that produces meat analogs with a fibrous texture, mimicking meats such as beef, pork and chicken; and (2) fish printer – a food production machine that produces fish and seafood analogs with a flaky texture, such as fish and seafood.

 

 

 

 

During 2023, we focused our efforts on commercializing our three-dimensional printers and their ingredient blend supplies for plant-based foods initially. As a result, our first commercial offering is intended to affordably generate revenues for our partners and customers by manufacturing plant-based meat and fish analogs, which are not expected to require the lengthy regulatory processes associated with cultivated meats and other novel foods.

 

In addition, we are developing hybrid cultivated meat technologies to be integrated into our production processes at high throughput, once these technologies become commercially viable. We believe that the cultivated meat production processes we are developing, which are designed to offer our partners and customers an alternative to industrial slaughter, will have the potential to improve the quality of the environment, shorten global food supply chains, and reduce the likelihood of health hazards such as zoonotic diseases transferred from animals to humans (including viruses, such as virulent avian influenza and COVID-19, and drug-resistant bacterial pathogens, such as some strains of salmonella).

 

In May 2022, we joined the United Nations, or UN, Global Compact initiative, committing to ten universally accepted principles in the areas of human rights, labor, environment, and anti-corruption and to act in support of the issues embodied in the UN’s Sustainable Development Goals.

 

In April 2023, we announced that we had printed, to our knowledge, the world’s first hybrid fish fillet, by customizing our plant-based white fish ingredient blend, combined with cultivated grouper cells.

 

In July 2023, we announced that we had entered into a Memorandum of Agreement for Strategic Cooperation, or MOA, with an accredited GCC-based governmental body as our strategic partner, to advance food security efforts through the application of our 3D printing technology. Commencing with an investment by the strategic partner in the construction of a pilot plant to produce printed products, the MOA eventually aims to create a first-of-its-kind large-scale production facility in the Persian Gulf region. The agreement foresees a material initial down payment to us for the procurement of at least one three-dimensional food printer, followed by a milestone-based sales and procurement plan for industrial-scale output.

 

In February 2024, we entered into a Cooperation Agreement, or the Cooperation Agreement, with Industrial Technology Research Institute, or ITRI, a Taiwan-based world-leading applied technology research institute, for the development and commercialization of a range of food products tailored specifically for Taiwanese cuisine. Funded by ITRI and utilizing our advanced 3D printing technology and plant-based premixes, the non-exclusive Cooperation Agreement aims to accelerate expansion across Taiwan by focusing on commercializing our products through collaborations with leading food companies in Taiwan, including selling our commercial-scale 3D printer and premixes to commercial partners.

 

In February 2024, we announced that we had entered into an inaugural private-sector Memorandum of Understanding, or Wyler MoU, for strategic cooperation with Wyler Farm, one of Israel’s leading alternative protein producers and its premier tofu producer. The terms of the non-binding Wyler MoU contemplate Wyler Farm acquiring one of our proprietary meat printers, along with a subscription to our software and plant-based meat ingredient blend, by early 2025.

 

In May 2024, we entered into a Royalties and Raw Materials Supply Agreement, or the Supply Agreement, with Wyler Farm, for commercial-scale manufacture of alternative proteins using the Company’s premixes and know-how, in exchange for royalties from sales. The Israel-exclusive Supply Agreement aims to see production of the new plant-based meat beginning in Q3 2024, and commercial revenue generation by the end of 2024. If realized, the Supply Agreement will mark the generation of the Company’s first commercial revenue, and the Company’s early transition from R&D to commercialization. As of the date of filing, we and Wyler Farm are continuing negotiations to reach a second-stage follow-on agreement.

 

2

 

 

In June 2024, we entered into a Memorandum of Agreement, or the Premazon MOU, with Premazon, a renowned frozen foods manufacturer and institutional market distributor, to introduce a new line of plant-based fish products, developed with our proprietary SH™ - Fish premix blend and commercialized via Premazon’s manufacturing capabilities and distribution network.

 

In June 2024, we entered into a Memorandum of Agreement, or the Sherry Herring MOU, with Sherry Herring, a highly-recognized gourmet fish delicacies brand, to unveil a new line of vegan fish salads developed with our proprietary SH™ - Fish premix blends.

 

We are led by our Chief Executive Officer, Arik Kaufman, who has founded various Nasdaq- and TASE-traded foodtech companies. He is also a founding partner of BlueOcean Sustainability Fund, LLC, or BlueSoundWaves, led by Ashton Kutcher, Guy Oseary and Effie Epstein, which has partnered with Steakholder to assist in attempting to accelerate our growth. Mr. Kaufman holds extensive personal experience in the fields of food-tech and bio-tech law, and has led and managed numerous complex commercial negotiations, as part of local and international fundraising, mergers and acquisitions, or M&A, transactions and licensing agreements. We have carefully selected personnel for the rest of our executive management team who possess substantial industry experience and share our core values, from fields as diverse as tissue engineering, industrial stem cell growth, and printer and print materials development.

  

Corporate Information

 

We were incorporated in May 2018 in Israel as DocoMed Ltd., and originally provided digital health services. In July 2019, we changed our name to MeaTech Ltd., or MeaTech, and commenced our cultured meat technology development operations. In January 2020, MeaTech completed a merger with Ophectra, whereupon the name of Ophectra was changed to Meat-Tech 3D Ltd., MeaTech 3D Ltd. and later Steakholder Foods Ltd. Our principal executive offices are located at 5 David Fikes St., P.O. Box 4061, Rehovot 7638205 Israel. The phone number at our principal executive offices is +972-73-332-2853.

  

Results of Operations

  

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

 

Research and Development Expenses. Research and Development expenses decreased by 54%, from $3.6 million in the six-month period ended June 30, 2023 to $1.6 million in the six-month period ended June 30, 2024. The decrease resulted mainly from our new focus on developing novel, proprietary three-dimensional printers to print structured food, and the receipt of non-dilutive grant funding for research and development.

 

Marketing Expenses. Marketing expenses decreased by 56%, from $1.6 million in the six-month period ended June 30, 2023 to $0.7 million in the six-month period ended June 30, 2024. The decrease resulted mainly from decreases in public relations and manpower expenses.

 

General and Administrative Expenses. General and administrative expenses decreased by 9%, from $2.2 million in the six-month period ended June 30, 2023 to $2.0 million in the six-month period ended June 30, 2024. The decrease resulted mainly from decreased insurance and manpower expenses.

 

Financial Income, Net. Net financial income of $0.04 million was recorded in the six-month period ended June 30, 2024, compared to a net financial expense of $0.8 million in the six-month period ended June 30, 2023. The change resulted mainly from a decrease in finance expenses due to a decline in the fair value of financial assets that were remeasured periodically, as well as a reduction in foreign exchange losses.

 

Net loss. Net loss from continuing operations decreased by 53%, from $9.5 million in the six-month period ended June 30, 2023 to $4.4 million in the six-month period ended June 30, 2024. No net loss was recognized from discontinued operations in the six-month period ended June 30, 2024, compared to a net loss in the amount of $1.3 million that was recognized from a discontinued operation (that of Peace of Meat BV) in the six-month period ended June 30, 2023.

 

3

 

 

Liquidity and Capital Resources

 

As of June 30, 2024, we had $5.4 million in cash, cash equivalents and short-term bank deposits compared to $4.2 million as of December 31, 2023. The increase resulted mainly from the proceeds of a warrant exercise in the first half of 2024, offset by our ongoing operations. We believe that our current working capital and cash flow from operations are sufficient to meet our operating cash requirements at least until Q1 2025.

 

Net cash used in operating activities

 

For the six months ended June 30, 2024, we used cash in the amount of $4.4 million in our operating activities, compared to $7.6 million for the six months ended June 30, 2023. This decrease was primarily due to a reduction in the scope of our research and development expenses, as we shifted our focus to developing novel, proprietary three-dimensional printers for printing structured food (particularly manpower, materials, and associated costs).

 

Net cash used in investing activities

 

For the six months ended June 30, 2024, we used cash in the amount of $0.4 million in our investing activities, compared to $0.7 million for the six months ended June 30, 2023. The decrease mainly reflected a non-recurring investment in marketable securities of a related party.

 

Net cash provided by financing activities

 

For the six months ended June 30, 2024, our net cash provided by financing activities was in the amount of $6.0 million, compared to $5.8 million for the six months ended June 30, 2023. The increase resulted from proceeds of a warrant exercise.

 

Research and Development, Patents and Licenses, Etc.

  

There have been no material changes to our research and development activities from those reported under “Item 5.C.—Research and development, patents and licenses, etc.” in the Annual Report.

  

Critical Accounting Policies and Estimates

  

There have been no material changes to the significant accounting policies and estimates described in “Item 5.A. —Operating Results” in the Annual Report.

 

 

4

v3.24.2.u1
Document And Entity Information
 6 Months Ended
Jun. 30, 2024
Document Information Line Items  
Entity Registrant Name Steakholder Foods Ltd.
Document Type 6-K
Current Fiscal Year End Date --12-31
Amendment Flag false
Entity Central Index Key 0001828098
Document Period End Date Jun. 30, 2024
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q2
Entity File Number 001-40173
v3.24.2.u1
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
CURRENT ASSETS:    
Cash and cash equivalents $ 5,436 $ 4,248
Marketable securities with related party 232 351
Prepaid expenses and other current assets 676 367
Total current assets 6,344 4,966
NON-CURRENT ASSETS:    
Restricted deposits 298 301
Right-of-use asset 3,003 3,212
Property and equipment, net 2,509 2,344
Total non-current assets 5,810 5,857
Total Assets 12,154 10,823
CURRENT LIABILITIES:    
Accounts payables and accruals 1,193 1,783
Other liabilities 186 193
Trade payables 452 154
Current lease liability 359 355
Total current liabilities 2,190 2,485
NON-CURRENT LIABILITIES    
Long term lease liability 2,199 2,456
Total non-current liabilities 2,199 2,456
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS’ EQUITY    
Ordinary shares – no par value, Authorized 1,000,000,000 shares. Issued and outstanding 282,246,127 and 251,756,047 at June 30, 2024 and December 31, 2023, respectively
Additional paid in capital 82,276 76,058
Accumulated deficit (74,511) (70,176)
Total shareholders’ equity 7,765 5,882
Total liabilities and shareholders’ equity $ 12,154 $ 10,823
v3.24.2.u1
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parentheticals) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, shares par value (in Dollars per share)
Common stock, shares Authorized 1,000,000,000 1,000,000,000
Common stock, shares Issued 282,246,127 251,756,047
Common stock, shares outstanding 282,246,127 251,756,047
v3.24.2.u1
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]    
Research and development $ 1,641 $ 3,615
Marketing 576 1,168
Marketing with related party 143 460
General and administrative 2,002 2,202
Total operating loss 4,362 7,445
Financial expenses (income), net (41) 758
Other expenses 14
Loss from continuing operations 4,335 8,203
Net loss from discontinued operations 1,317
Loss for the period 4,335 9,520
Foreign currency translation differences (230)
Other comprehensive income for the period, net (230)
Total comprehensive loss $ 4,335 $ 9,290
Net loss per share from continuing operations – basic (in Dollars per share) $ 0.011 $ 0.04
Net loss per share from discontinued operations – basic (in Dollars per share) $ 0.01
Weighted average shares outstanding – basic (in Shares) 398,123,569 208,480,999
v3.24.2.u1
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]    
Net loss per share from continuing operations – diluted $ 0.011 $ 0.04
Net loss per share from discontinued operations – diluted $ 0.01
Weighted average shares outstanding – diluted (in Shares) 398,123,569 208,480,999
v3.24.2.u1
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($)
$ in Thousands
Ordinary Shares
Additional Paid-in Capital
Accumulated deficit
Other Comprehensive Income (loss)
Total
Balance at Dec. 31, 2022 [1] $ 62,942 $ (53,312) $ (230) $ 9,400
Balance (in Shares) at Dec. 31, 2022 146,471,680        
Share-based compensation [1] 706 706
Issuance of shares and warrants, net [1] 5,803 5,803
Issuance of shares and warrants, net (in Shares) 65,011,880        
Exercise of restricted share units [1]
Exercise of restricted share units (in Shares) 525,967        
Other comprehensive income [1] 230 230
Net loss for the period [1] (9,520) (9,520)
Balance at Jun. 30, 2023 [1] 69,451 (62,832) 6,619
Balance (in Shares) at Jun. 30, 2023 212,009,527        
Balance at Dec. 31, 2023 [1] 76,058 (70,176)   $ 5,882
Balance (in Shares) at Dec. 31, 2023 251,756,047       251,756,047
Share-based compensation [1] 233   $ 233
Share-based compensation (in Shares) 6,050,080        
Other comprehensive income        
Exercise and issuance of warrants, net [1] 5,985   5,985
Exercise and issuance of warrants, net (in Shares) 24,440,000        
Net loss for the period [1] (4,335)   (4,335)
Balance at Jun. 30, 2024 [1] $ 82,276 $ (74,511)   $ 7,765
Balance (in Shares) at Jun. 30, 2024 282,246,127       282,246,127
[1] No par value
v3.24.2.u1
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net Loss $ (4,335) $ (9,520)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 228 256
Change in fair value of financial liabilities (4)
Change in fair value of other investment 784
Change in fair value of marketable securities with related parties 109 27
Reduction in the carrying amount of right of use assets 209 219
Change in operating lease liabilities (205) (204)
Share-based compensation 90 246
Share-based compensation with related party 143 460
Loss of control of discontinued operation (178)
Decrease (increase) in prepaid expenses and other current assets (258) 21
Other expenses 14
Foreign exchange gain or losses (59) (75)
Decrease (increase) in trade payables 218 (389)
Increase (decrease) in accounts payables and accruals (530) 786
Net cash used in operating activities (4,376) (7,571)
Cash flows from investing activities:    
Acquisition of fixed assets (344) (177)
Increase (decrease) in restricted deposit (7) 1
Proceeds from realization of property and equipment 28
Grant of short-term loan (52)
Proceeds from other investment 45
Investment in marketable securities with related party (435)
Net cash decrease from loss of control over discontinued operations (163)
Net cash used in investing activities (375) (729)
Cash flows from financing activities:    
Proceeds from issuance of shares and warrants 6,500
Issuance costs (619) (697)
Proceeds from issuance and exercise of warrants 6,604
Net cash provided by financing activities 5,985 5,803
Effect of exchange rate changes on cash and cash equivalents (46) 125
Increase (decrease) in cash and cash equivalents 1,188 (2,372)
Cash and cash equivalents, beginning of the year 4,248 6,284
Cash and cash equivalents end of the period 5,436 3,912
Supplemental disclosure of cash flow information:    
Non-cash purchase of property and equipment $ 91 $ 34
v3.24.2.u1
General
 6 Months Ended
Jun. 30, 2024
General [Abstract]  
GENERAL

NOTE 1 – GENERAL

 

A.Steakholder Foods Ltd. (formerly Ophectra Real Estate and Investments Ltd., Meat-Tech 3D Ltd. and MeaTech 3D Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983, and later completed an initial public offering on the Nasdaq Capital Market (Nasdaq), listing American Depositary Shares (ADSs) for trade under the ticker STKH. In August 2022, the Company changed its name from MeaTech 3D Ltd. to Steakholder Foods Ltd.

 

B.The Company is developing and selling two types of 3D-printing production machines, and developing plant-based products that aim to replicate the complex textures of traditional meats such as beef steaks, white fish, shrimp, and eel. Also, the Company is exploring the integration of cultivated cells, preparing for future advancements in food technology.

 

C.Since its inception, the Company has incurred significant losses and negative cash flows from operations and as of June 30, 2024, has an accumulated deficit of USD 74,511 thousand. The Company has financed its operations mainly through fundraising from various investors. The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Management is of the opinion that its existing cash will be sufficient to fund operations until the first quarter of 2025. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include the continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them on terms that are acceptable to it, or at all. If the Company is unsuccessful securing sufficient financing, it may need to cease operations. The condensed consolidated interim financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.
v3.24.2.u1
Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A.Basis of preparation:

 

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and do not include all of the information required for full annual financial statements. The unaudited condensed consolidated interim statements should be read in conjunction with the Company’s 2023 annual audited consolidated financial statements and footnotes, which were filed with the U.S. Securities and Exchange Commission as part of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023.

 

B.Use of Estimates

 

The preparation of condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated interim financial statements and accompanying notes. The accounting and measurement estimates that require management’s subjective judgments include, but are not limited to, those related to share-based compensation, and the fair value measurement of financial instrument at each reporting period. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates.

 

C.Concentrations of credit risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted deposits and marketable securities.

 

For cash and cash equivalents and restricted deposits, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the consolidated balance sheets exceed government-insured limits. The Company maintains its cash and cash equivalents and restricted deposits with financial institutions that management believes is of high credit quality and has not experienced any losses on these accounts.

 

D.Significant accounting policies

 

The accounting policies applied in these interim financial statements are the same as those applied in the Company’s 2023 annual audited consolidated financial statement for the year ended December 31, 2023.
v3.24.2.u1
Shareholders' Equity
 6 Months Ended
Jun. 30, 2024
Shareholders' Equity [Abstract]  
SHAREHOLDERS' EQUITY

NOTE 3 – SHAREHOLDERS’ EQUITY

 

A.On January 24, 2024, the Company entered into an inducement offer letter agreement with a certain holder, of existing warrants to exercise these warrants as follow (i) 600,000 ADSs issued in July 2023 at an exercise price of USD 11.0 per ADS, (ii) 650,000 ADSs issued in January 2023 at an exercise price of USD 10.00 per ADS and (iii) 185,714 ADSs issued in July 2022 at an exercise price of USD 10.00 per ADS (all herein “the Exercised Warrants”). The total immediate gross proceeds were approximately USD 6,600 thousand. Pursuant to the letter agreement, the holder agreed to exercise for cash its Exercised Warrants to an aggregate of 1,435,714 ADSs at a reduced exercise price of USD 4.60 per ADS in consideration of New Warrants to purchase up to an aggregate of 2,871,429 ADSs at an exercise price of USD 4.85 per ADS that have a term of exercise of between three and a half years with respect to 1,200,000 New Warrants and five years with respect to 1,671,429 New Warrants, classified as equity. Due to the beneficial ownership limitation provisions in the inducement letter, 70,500 Exercised Warrants were immediately exercised into ADSs, while the remaining 1,365,214 ADSs were placed in abeyance for the benefit of the Holder until receipt of notice from the latter that the ADSs may be issued in compliance with such limitation. As of the balance sheet date, no such notice had been received. Underwriting discounts and other offering expenses totaled approximately USD 600 thousand.

 

As part of the warrant exercise and New Warrant allocation, the Company issued Underwriter Warrants, classified as equity, to purchase 100,500 ADSs, each representing hundred (100) ordinary shares with no par value. The Underwriter Warrants are exercisable from time to time, in whole or in part, for a period of five years from the effective date of the offering, with an exercise price of USD 5.75 per ADS.

 

B.On April 4, 2024, the Company effected an adjustment to the ratio of ordinary shares to American Depositary Shares (“ADSs”) at a ratio of 10:1, such that after the ratio adjustment was effected, every 10 ADSs were consolidated into 1 ADS and each ADS now represents one hundred (100) ordinary shares, instead of ten (10) ordinary shares prior to the ratio adjustment. All share and per share amounts, and exercise prices of stock options, warrants, and pre-funded warrants, if applicable, in the condensed consolidated interim financial statements and notes thereto have been adjusted for all periods presented to give effect to this adjustment to the ratio of ordinary shares to ADSs.

 

The table below summarizes the Company’s equity securities in ADS terms, as of June 30, 2024:

 

   Warrants
outstanding
as of
June 30,
2024		   Exercise
price in
USD		   Expiration
date		 
Pre-funded warrants (*)   58,000    0.01    
-
 
Shares in abeyance   1,365,214    
-
    
-
 
Ordinary warrants   3,030,179    4.85-12.50    3-4.5 years 
Total outstanding   4,453,393           

 

(*)During the six months ended June 30, 2024, 173,900 ADS pre-funded warrants were exercised.
v3.24.2.u1
Event During the Period
 6 Months Ended
Jun. 30, 2024
Event During the Period [Abstract]  
EVENT DURING THE PERIOD

NOTE 4 – EVENT DURING THE PERIOD

 

On May 13, 2024, the Company announced a royalties and raw materials supply agreement (the “Wyler Agreement”) with Wyler Farm Ltd., a leader in alternative protein production, whereby Wyler Farm will manufacture alternative proteins on a commercial scale using materials purchased from the Company, and pay the Company royalties from the sales. Additionaly, the Company agreed to finance the procurement of the equipment necessary for Wyler to establish alternative proteins production.

 

The Wyler Agreement has an initial term of two years and shall automatically be renewed for successive 12-month period provided the parties have reached an agreement or alternatively subject to the automatic update mechanism, regarding the sales target, as described in the Wyler Agreement.

As of June 30, 2024 no revenues have yet been recognized.

 

The execution of the Wyler Agreement was deemed the achievement of pre-determined performance conditions that led to the vesting of performance share units (PSUs) into 32,500 ADS. For further information, see Note 7.
v3.24.2.u1
Account Payables and Accruals
 6 Months Ended
Jun. 30, 2024
Account Payables and Accruals [Abstract]  
ACCOUNT PAYABLES AND ACCRUALS

NOTE 5 – ACCOUNT PAYABLES AND ACCRUALS

 

   June 30,   December 31, 
   2024   2023 
Accrued expenses   584    532 
Employee benefits   600    1,241 
Other   9    10 
    1,193    1,783 
v3.24.2.u1
Fair Value Measurement
 6 Months Ended
Jun. 30, 2024
Fair Value Measurement [Abstract]  
FAIR VALUE MEASUREMENT

NOTE 6 – FAIR VALUE MEASUREMENT

 

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), that defines fair value and establishes a framework for measuring and disclosing fair value. The Company measures certain financial assets and liabilities at fair value based on applicable accounting guidance using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value.

 

Level 1 - Quoted prices in active markets for identical assets or liabilities.

 

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:

 

   Six months ended June 30, 2024 
   Fair value measurements using input type 
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets:                                                 
                     
Marketable securities with related party  $232    232   $
-
   $
-
 

 

   Year ended December 31,  2023 
   Fair value measurements using input type 
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets:                    
Marketable securities with related party   $351   $351   $
-
   $
-
 

 

Marketable securities with related party

 

In April 2023, the Company invested in Wilk Technologies Ltd. (TASE: WILK) (“Wilk”), a related party, alongside leading players in the food industry, such as Danone and the Central Bottling Co. Ltd. (owner of Tara, Coca Cola Israel and more). As part of the investment, the Company purchased ordinary shares of Wilk in the amount of USD 435 thousand at a 15% discount to its 45-day average closing price, giving the Company a 2.5% stake in Wilk. The Company’s Vice President of Finance is currently serving as Wilk’s Chief Executive Officer and Chief Financial Officer, and therefore the Company has determined that Wilk is a related party.

 

The Company re-measured the asset at the balance sheet date using a Level 1 fair value measurement, as its prices are quoted in an active market.
v3.24.2.u1
Share-Based Compensation
 6 Months Ended
Jun. 30, 2024
Share-Based Compensation [Abstarct]  
SHARE-BASED COMPENSATION

NOTE 7 – SHARE-BASED COMPENSATION

 

The Company has adopted share-based compensation plan, the 2022 Share Incentive Plan (the Plan), from which share-based compensation awards can be granted to employees, directors and consultants. As of June 30, 2024, there were 17,969,792 ADSs authorized for issuance under the Plan.

 

The Company has issued stock option and Restricted share units (RSU) awards to management, other key employees, consultants, and executive directors. These awards generally vest ratably over a three years period and the option awards expire after a term of four years from the date of grant, unless exercised or expiring earlier. The Company’s option and RSUs awards have vesting conditions based on services period and performance share units (PSUs) have vesting conditions based on achievement of pre-determined performance conditions.

 

The fair value of the Company’s stock options granted to a consultant for the six months ended June 30, 2024 and the fair value of the Company’s unvested options that were replaced by RSUs for the six months ended June 30, 2023 were estimated using the following assumptions:

 

   Six months ended June 30, 
   2024   2023 
Expected volatility   91.04%   97.57%- 104.19%
Risk free interest rate   4.73%   3.78%- 4.71%
Expected dividend   0%   0%
Expected term (in years)   5 years    2.5-3 years 

 

The expected volatility was determined on the basis of a weighted average share price volatility of the Company, as well as similar companies, for a period equal to the share options expected terms. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. Share price was determined according to quoted share prices on Nasdaq.

 

Transactions related to the grant of options to employees, directors and consultant under the Company’s options plan during the six months ended June 30, 2024 were as follows:

 

  

Number of

options

  

Weighted

average

exercise

price

(USD)

  

Weighted

average

remaining

contractual

term

(in years)

  

Aggregate

Intrinsic

Value

(USD)

 
Outstanding at January 1, 2024   9,974,095    0.05    6.41    
-
 
Granted   740,000    0.001    5    3.58 
Forfeited   (53,333)   0.20    -    
-
 
Expired   (1,603,442)   0.47    
-
    
-
 
Outstanding at June 30, 2024   9,057,320    0.19    1.1    0.29 
Vested and expected to vest at end of period   9,057,320    0.19    1.1    0.29 
Exercisable at June 30, 2024   7,216,358    0.23    0.86    
-
 

 

Transactions related to restricted share units (RSUs) and performance share units (PSUs) during the six months ended June 30, 2024, were as follows:

 

  

Number of

RSU and
PSU

  

Weighted

average

grant date
fair value

(USD)

 
Outstanding at January 1, 2024   18,128,650    0.08 
Granted   918,200    0.38 
Vested   (6,050,080)   0.98 
Forfeited   (3,085,680)   0.79 
Outstanding at June 30, 2024   9,911,090    0.40 

 

The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the six months ended June 30, 2024 and 2023 amounted for approximately USD 233 thousand and USD 706 thousand, respectively.
v3.24.2.u1
Basic and Diluted Net Loss Per Ordinary Share
 6 Months Ended
Jun. 30, 2024
Basic and Diluted Net Loss Per Ordinary Share [Abstract]  
BASIC AND DILUTED NET LOSS PER ORDINARY SHARE

NOTE 8 – BASIC AND DILUTED NET LOSS PER ORDINARY SHARE

 

The Company follows FASB ASC 260, Earnings Per Share (“ASC 260”), which requires the reporting of both basic and diluted earnings per ordinary share. Earnings per share (“EPS”) is calculated using the weighted average number of ordinary shares outstanding during each period.

 

Basic earnings per share for both continuing and discontinued operations is computed by dividing net loss from continuing operations and net loss from discontinued operations attributable to ordinary shareholders by the weighted-average number of ordinary shares, including (i) pre-funded warrants to purchase ordinary shares, outstanding for the period because their exercise requires only little or no consideration. (ii) shares held in abeyance because there is no consideration required for delivery of the shares.

 

Diluted net loss per share for both continuing and discontinued operations is computed by dividing the net loss by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period determined using the treasury-share and if-converted methods, as applicable. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be anti-dilutive.

 

A reconciliation of net loss available to ordinary shareholders and the number of shares in the calculation of basic and diluted loss per share is as follows (in thousands, except share and per share amounts):

 

  

Six months ended

June 30,

 
   2024   2023 
         
Net loss from continuing operations attributable to ordinary shareholders   4,335    8,203 
Net loss from discontinued operations   
-
    1,317 
           
Weighted-average shares used in computing net loss per share, basic and diluted
   398,123,569    208,480,999 
           
Net loss per share from continuing operations, basic and diluted
   0.011    0.04 
           
Net loss per share from discontinued operations, basic and diluted
   
-
    0.01 

  

In computing diluted loss per share for the six months ended June 30, 2024 and 2023, no account was taken of the potential dilution that could occur upon the exercise of warrants, options granted under employee stock compensation plans, and contingently issuable shares, amounting to 322,195,110, and 126,450,310 shares outstanding, respectively, since they had an anti-dilutive effect on net loss per share.
v3.24.2.u1
Related Party Balances and Transactions
 6 Months Ended
Jun. 30, 2024
Related Party Balances and Transactions [Abstract]  
RELATED PARTY BALANCES AND TRANSACTIONS

NOTE 9 – RELATED PARTY BALANCES AND TRANSACTIONS

 

The directors of the Company are entitled to a service fee and share-based compensation (and in the case of the Chairman of the Board, domestic travel expenses and an annual performance-based bonus). In the six months ended June 30, 2024 and 2023, the Company incurred net expenses of USD 485 thousand and USD 442 thousand, respectively, for directors fees and share-based compensation in the condensed consolidated interim financial statement of comprehensive loss.

 

Mr. Kaufman, CEO of the company, and Yaron Kaiser, Chairman, are also founding partners of BlueOcean Sustainability Fund, LLC, doing business as BlueSoundWaves which provides the Company with marketing, consulting, and investor engagement services in the U.S., in exchange for warrants to purchase ordinary shares and restricted share units, which are recognized as share-based payments expenses. In the six months ended June 30, 2024 and 2023, the Company incurred net marketing expenses of USD 143 thousand and USD 460 thousand, respectively to this related party.

 

In addition, the Company invested in equity securities of a related party in 2023. For further information see Note 6.
v3.24.2.u1
Accounting Policies, by Policy (Policies)
 6 Months Ended
Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of preparation
A.Basis of preparation:

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and do not include all of the information required for full annual financial statements. The unaudited condensed consolidated interim statements should be read in conjunction with the Company’s 2023 annual audited consolidated financial statements and footnotes, which were filed with the U.S. Securities and Exchange Commission as part of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023.
Use of Estimates
B.Use of Estimates

The preparation of condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated interim financial statements and accompanying notes. The accounting and measurement estimates that require management’s subjective judgments include, but are not limited to, those related to share-based compensation, and the fair value measurement of financial instrument at each reporting period. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates.

 
Concentrations of credit risk
C.Concentrations of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted deposits and marketable securities.

For cash and cash equivalents and restricted deposits, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the consolidated balance sheets exceed government-insured limits. The Company maintains its cash and cash equivalents and restricted deposits with financial institutions that management believes is of high credit quality and has not experienced any losses on these accounts.
Significant accounting policies
D.Significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Company’s 2023 annual audited consolidated financial statement for the year ended December 31, 2023.
v3.24.2.u1
Shareholders' Equity (Tables)
 6 Months Ended
Jun. 30, 2024
Shareholders' Equity [Abstract]  
Schedule of Equity Securities in ADS Terms The table below summarizes the Company’s equity securities in ADS terms, as of June 30, 2024:
   Warrants
outstanding
as of
June 30,
2024		   Exercise
price in
USD		   Expiration
date		 
Pre-funded warrants (*)   58,000    0.01    
-
 
Shares in abeyance   1,365,214    
-
    
-
 
Ordinary warrants   3,030,179    4.85-12.50    3-4.5 years 
Total outstanding   4,453,393           
(*)During the six months ended June 30, 2024, 173,900 ADS pre-funded warrants were exercised.
v3.24.2.u1
Account Payables and Accruals (Tables)
 6 Months Ended
Jun. 30, 2024
Account Payables and Accruals [Abstract]  
Schedule of Account Payables and Accruals
   June 30,   December 31, 
   2024   2023 
Accrued expenses   584    532 
Employee benefits   600    1,241 
Other   9    10 
    1,193    1,783 
v3.24.2.u1
Fair Value Measurement (Tables)
 6 Months Ended
Jun. 30, 2024
Fair Value Measurement [Abstract]  
Schedule of Financial Assets and Liabilities Measured at Fair Value The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:
   Six months ended June 30, 2024 
   Fair value measurements using input type 
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets:                                                 
                     
Marketable securities with related party  $232    232   $
-
   $
-
 
   Year ended December 31,  2023 
   Fair value measurements using input type 
   Fair Value   Level 1   Level 2   Level 3 
Financial Assets:                    
Marketable securities with related party   $351   $351   $
-
   $
-
 
v3.24.2.u1
Share-Based Compensation (Tables)
 6 Months Ended
Jun. 30, 2024
Share-Based Compensation [Abstarct]  
Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors and Consultant The fair value of the Company’s stock options granted to a consultant for the six months ended June 30, 2024 and the fair value of the Company’s unvested options that were replaced by RSUs for the six months ended June 30, 2023 were estimated using the following assumptions:
   Six months ended June 30, 
   2024   2023 
Expected volatility   91.04%   97.57%- 104.19%
Risk free interest rate   4.73%   3.78%- 4.71%
Expected dividend   0%   0%
Expected term (in years)   5 years    2.5-3 years 
Schedule of Transactions Related to the Grant of Options to Employees, Directors and Consultent Transactions related to the grant of options to employees, directors and consultant under the Company’s options plan during the six months ended June 30, 2024 were as follows:
  

Number of

options

  

Weighted

average

exercise

price

(USD)

  

Weighted

average

remaining

contractual

term

(in years)

  

Aggregate

Intrinsic

Value

(USD)

 
Outstanding at January 1, 2024   9,974,095    0.05    6.41    
-
 
Granted   740,000    0.001    5    3.58 
Forfeited   (53,333)   0.20    -    
-
 
Expired   (1,603,442)   0.47    
-
    
-
 
Outstanding at June 30, 2024   9,057,320    0.19    1.1    0.29 
Vested and expected to vest at end of period   9,057,320    0.19    1.1    0.29 
Exercisable at June 30, 2024   7,216,358    0.23    0.86    
-
 

 
Schedule of Transactions Related to Restricted Share Units Transactions related to restricted share units (RSUs) and performance share units (PSUs) during the six months ended June 30, 2024, were as follows:
  

Number of

RSU and
PSU

  

Weighted

average

grant date
fair value

(USD)

 
Outstanding at January 1, 2024   18,128,650    0.08 
Granted   918,200    0.38 
Vested   (6,050,080)   0.98 
Forfeited   (3,085,680)   0.79 
Outstanding at June 30, 2024   9,911,090    0.40 
v3.24.2.u1
Basic and Diluted Net Loss Per Ordinary Share (Tables)
 6 Months Ended
Jun. 30, 2024
Basic and Diluted Net Loss Per Ordinary Share [Abstract]  
Schedule of Basic and Diluted Loss Per Share A reconciliation of net loss available to ordinary shareholders and the number of shares in the calculation of basic and diluted loss per share is as follows (in thousands, except share and per share amounts):
  

Six months ended

June 30,

 
   2024   2023 
         
Net loss from continuing operations attributable to ordinary shareholders   4,335    8,203 
Net loss from discontinued operations   
-
    1,317 
           
Weighted-average shares used in computing net loss per share, basic and diluted
   398,123,569    208,480,999 
           
Net loss per share from continuing operations, basic and diluted
   0.011    0.04 
           
Net loss per share from discontinued operations, basic and diluted
   
-
    0.01 
v3.24.2.u1
General (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
General [Abstract]    
Accumulated deficit $ (74,511) $ (70,176)
v3.24.2.u1
Shareholders' Equity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 6 Months Ended
Jan. 24, 2024
Jun. 30, 2024
Jun. 30, 2023
Jul. 31, 2023
Jan. 23, 2023
Jul. 31, 2022
Shareholders’ Equity [Line Items]            
Number of warrants exercised 1,671,429          
Gross proceeds from issuance of warrants (in Dollars)   $ 6,500      
Number of warrants issued 2,871,429 4,453,393        
Warrants and rights outstanding, term 5 years 5 years        
Number of warrant par value (in Dollars per share)          
American Depositary Shares [Member]            
Shareholders’ Equity [Line Items]            
Number of warrants exercised 1,435,714     600,000 650,000 185,714
Exercise price per share (in Dollars per share) $ 4.6     $ 11 $ 10 $ 10
Gross proceeds from issuance of warrants (in Dollars) $ 6,600          
Number of warrants issued   100,500        
Exercised warrants 70,500          
New Warrants [Member]            
Shareholders’ Equity [Line Items]            
Number of warrants exercised 1,200,000          
Exercise price per share (in Dollars per share) $ 4.85          
Warrant [Member]            
Shareholders’ Equity [Line Items]            
Number of warrants exercised 1,365,214          
Exercise price per share (in Dollars per share)   $ 5.75        
Warrants and rights outstanding, term 3 years          
Underwriting expenses (in Dollars) $ 600          
Underwriters Warrants [Member]            
Shareholders’ Equity [Line Items]            
Number of warrants exercised   100        
Pre-funded warrants [Member]            
Shareholders’ Equity [Line Items]            
Exercise price per share (in Dollars per share) [1]   $ 0.01        
Number of warrants issued [1]   58,000        
Warrants and rights outstanding, term [1]          
Pre-funded warrants [Member] | American Depositary Shares [Member]            
Shareholders’ Equity [Line Items]            
Number of pre-funded exercised   173,900        
[1] During the six months ended June 30, 2024, 173,900 ADS pre-funded warrants were exercised.
v3.24.2.u1
Shareholders' Equity (Details) - Schedule of Equity Securities in ADS Terms - $ / shares
Jun. 30, 2024
Jan. 24, 2024
Schedule of Equity Securities in ADS Terms [Line Items]    
Warrants outstanding 4,453,393 2,871,429
Expiration date 5 years 5 years
Pre-funded warrants [Member]    
Schedule of Equity Securities in ADS Terms [Line Items]    
Warrants outstanding [1] 58,000  
Exercise price [1] $ 0.01  
Expiration date [1]  
Shares in abeyance [Member]    
Schedule of Equity Securities in ADS Terms [Line Items]    
Warrants outstanding 1,365,214  
Exercise price  
Expiration date  
Ordinary warrants [Member]    
Schedule of Equity Securities in ADS Terms [Line Items]    
Warrants outstanding 3,030,179  
Minimum [Member] | Ordinary warrants [Member]    
Schedule of Equity Securities in ADS Terms [Line Items]    
Exercise price $ 4.85  
Expiration date 3 years  
Maximum [Member] | Ordinary warrants [Member]    
Schedule of Equity Securities in ADS Terms [Line Items]    
Exercise price $ 12.5  
Expiration date 4 years 6 months  
[1] During the six months ended June 30, 2024, 173,900 ADS pre-funded warrants were exercised.
v3.24.2.u1
Event During the Period (Details)
 6 Months Ended
Jun. 30, 2024
Wyler Agreement [Member]  
Event During the Period [Line Items]  
Initial term 2 years
v3.24.2.u1
Account Payables and Accruals (Details) - Schedule of Account Payables and Accruals - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Account Payables and Accruals [Abstract]    
Accrued expenses $ 584 $ 532
Employee benefits 600 1,241
Other 9 10
Accounts payable and accrued total $ 1,193 $ 1,783
v3.24.2.u1
Fair Value Measurement (Details)
$ in Thousands
Apr. 03, 2023
USD ($)
Fair Value Measurement [Line Items]  
Discount percentage 15.00%
Closing day, term 45 days
Wilk Technologies Ltd [Member]  
Fair Value Measurement [Line Items]  
Percentage of stake 2.50%
Related Party [Member]  
Fair Value Measurement [Line Items]  
Investment in Wilk (in Dollars) $ 435
v3.24.2.u1
Fair Value Measurement (Details) - Schedule of Financial Assets and Liabilities Measured at Fair Value - Fair Value, Recurring [Member] - Marketable securities with related party [Member] - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items]    
Financial Assets $ 232 $ 351
Level 1 [Member]    
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items]    
Financial Assets 232 351
Level 2 [Member]    
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items]    
Financial Assets
Level 3 [Member]    
Schedule of Financial Assets and Liabilities Measured at Fair Value [Line Items]    
Financial Assets
v3.24.2.u1
Share-Based Compensation (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Stock-Based Compensation [Line Items]    
Option awards expire, term 3 years  
Term grant 4 years  
Equity-based compensation expense $ 233 $ 706
2022 Share Incentive Plan [Member]    
Stock-Based Compensation [Line Items]    
Shares authorized for issuance 17,969,792  
v3.24.2.u1
Share-Based Compensation (Details) - Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors and Consultant
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors [Line Items]    
Expected volatility 91.04%  
Risk free interest rate 4.73%  
Expected dividend 0.00% 0.00%
Expected term (in years) 5 years  
Minimum [Member]    
Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors [Line Items]    
Expected volatility   97.57%
Risk free interest rate   3.78%
Expected term (in years)   2 years 6 months
Maximum [Member]    
Schedule of Fair Value of the Company’s Stock Options Granted to Employees and Directors [Line Items]    
Expected volatility   104.19%
Risk free interest rate   4.71%
Expected term (in years)   3 years
v3.24.2.u1
Share-Based Compensation (Details) - Schedule of Transactions Related to the Grant of Options to Employees, Directors and Consultent - USD ($)
 6 Months Ended
Dec. 31, 2022
Jun. 30, 2024
Schedule of Transactions Related to the Grant of Options to Employees, Directors and Non-Employees Under the Company’s Options Plan [Abstract]    
Number of options, Outstanding balance 9,974,095  
Weighted average exercise price, Outstanding balance $ 0.05  
Weighted average remaining contractual term, Outstanding balance 6 years 4 months 28 days 1 year 1 month 6 days
Aggregate Intrinsic Value, Outstanding balance  
Number of options, Vested and expected to vest at end of period   9,057,320
Weighted average exercise price, Vested and expected to vest at end of period   $ 0.19
Weighted average remaining contractual term, Vested and expected to vest at end of period   1 year 1 month 6 days
Aggregate Intrinsic Value, Vested and expected to vest at end of period   $ 290
Number of options, Exercisable   7,216,358
Weighted average exercise price, Exercisable   $ 0.23
Weighted average remaining contractual term, Exercisable   10 months 9 days
Aggregate Intrinsic Value, Exercisable  
Number of options, Granted   740,000
Weighted average exercise price, Granted   $ 0.001
Weighted average remaining contractual term, Granted   5 years
Aggregate Intrinsic Value, Granted   $ 3,580
Number of options, Forfeited   (53,333)
Weighted average exercise price, Forfeited   $ 0.2
Aggregate Intrinsic Value, Forfeited  
Number of options, Expired   (1,603,442)
Weighted average exercise price, Expired   $ 0.47
Weighted average remaining contractual term, Expired  
Aggregate Intrinsic Value, Expired  
Number of options, Outstanding balance   9,057,320
Weighted average exercise price, Outstanding balance   $ 0.19
Aggregate Intrinsic Value, Outstanding balance   $ 290
v3.24.2.u1
Share-Based Compensation (Details) - Schedule of Transactions Related to Restricted Share Units - Restricted Stock Units (RSUs) [Member]
 6 Months Ended
Jun. 30, 2024
$ / shares
shares
Schedule of Transactions Related to Restricted Stock Units [Line Items]  
Number of RSU, Outstanding beginning | shares 18,128,650
Weighted Average Grant Date Fair Value, Outstanding beginning | $ / shares $ 0.08
Number of RSU, Granted | shares 918,200
Weighted Average Grant Date Fair Value, Granted | $ / shares $ 0.38
Number of RSU, Vested | shares (6,050,080)
Weighted Average Grant Date Fair Value, Vested | $ / shares $ 0.98
Number of RSU, Forfeited | shares (3,085,680)
Weighted Average Grant Date Fair Value, Forfeited | $ / shares $ 0.79
Number of RSU, Outstanding ending | shares 9,911,090
Weighted Average Grant Date Fair Value, Outstanding ending | $ / shares $ 0.4
v3.24.2.u1
Basic and Diluted Net Loss Per Ordinary Share (Details) - shares
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Basic and Diluted Net Loss Per Ordinary Share [Abstract]    
Potential dilution share 322,195,110 126,450,310
v3.24.2.u1
Basic and Diluted Net Loss Per Ordinary Share (Details) - Schedule of Basic and Diluted Loss Per Share - USD ($)
$ / shares in Units, $ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Schedule of Basic and Diluted Loss Per Share [Abstract]    
Net loss from continuing operations attributable to ordinary shareholders $ 4,335 $ 8,203
Net loss from discontinued operations $ 1,317
Weighted-average shares used in computing net loss per share, basic 398,123,569 208,480,999
Net loss per share from continuing operations, basic $ 0.011 $ 0.04
Net loss per share from discontinued operations, basic $ 0.01
v3.24.2.u1
Basic and Diluted Net Loss Per Ordinary Share (Details) - Schedule of Basic and Diluted Loss Per Share (Parentheticals) - $ / shares
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Schedule of Basic and Diluted Loss Per Share [Abstract]    
Weighted-average shares used in computing net loss per share, diluted (in Shares) 398,123,569 208,480,999
Net loss per share from continuing operations, diluted $ 0.011 $ 0.04
Net loss per share from discontinued operations, diluted $ 0.01
v3.24.2.u1
Related Party Balances and Transactions (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Related Party Balances and Transactions [Line Items]    
Incurred net expenses $ 485 $ 442
Guy Oseary [Member]    
Related Party Balances and Transactions [Line Items]    
Incurred net expenses $ 143  
Effie Epstein [Member]    
Related Party Balances and Transactions [Line Items]    
Incurred net expenses   $ 460
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