Steakholder Foods (STKH) secures $3.5M private placement with up to $7M in warrant upside

Rhea-AI Filing Summary

Steakholder Foods Ltd. entered into a definitive securities purchase agreement for a private placement of pre-funded warrants and unregistered Series E and Series F warrants, each series covering up to 1,750,000 ADSs, with each ADS representing 12,000 ordinary shares. The transaction closed on August 3, 2026, generating approximately $3.5 million in gross proceeds, assuming full exercise of the pre-funded warrants.

The Series E and F warrants have an exercise price of $2.00 per ADS, become exercisable after shareholder approval of an authorized share increase, and expire 18 months and five years, respectively, after the later of the resale registration effectiveness and that approval. If fully exercised in cash, the warrants could provide approximately $7 million in additional gross proceeds. Use of proceeds is for research and development, business growth, working capital and general corporate purposes.

Warrants include a 4.99% beneficial ownership cap and allow cashless exercise for Ordinary Warrant ADSs if no effective resale registration exists. H.C. Wainwright & Co. acted as exclusive placement agent, earning a 7.5% cash fee, expense reimbursements and 122,500 placement agent warrants at $2.50 per ADS. The company agreed to near-term restrictions on additional issuances and to avoid “variable rate transactions” for one year, and entered into a Registration Rights Agreement to register the warrant ADSs for resale.

Filing Explained

Pre-funded warrants are immediately exercisable, while ordinary warrant shares remain conditional on shareholder approval and resale registration is still pending.

The closed offering includes pre-funded warrants for up to 1,750,000 ADSs at a $0.01 exercise price, and those warrants are immediately exercisable; the filing establishes exercisability, not exercise or issuance.

Unlike those pre-funded warrants, the Series E and Series F warrants remain gated until shareholder approval of the authorized-share increase, leaving their potential additional share issuance conditional.

Under the July 31, 2026 Registration Rights Agreement, the company must file a resale registration statement within 15 calendar days and seek effectiveness within 45 days, or 75 days if the SEC reviews it.

The securities were issued in a private placement and remain unregistered in the filing; the resale-registration commitment is therefore a future registration step, not evidence that the warrant ADSs are currently registered, offered for resale, or sold.

Key Figures

Pre-Funded & Ordinary Warrants Coverage: 1,750,000 ADSs per series Initial Gross Proceeds: $3.5 million Potential Additional Proceeds: approximately $7 million +5 more

8 metrics

Pre-Funded & Ordinary Warrants Coverage 1,750,000 ADSs per series Maximum ADSs underlying pre-funded, Series E and Series F warrants

Initial Gross Proceeds $3.5 million Gross proceeds from the offering, assuming full exercise of Pre-Funded Warrants

Potential Additional Proceeds approximately $7 million Potential gross proceeds if Series E and F warrants are fully exercised in cash

Warrant Exercise Price $2.00 per ADS Exercise price for Series E and Series F warrants

Placement Agent Warrants 122,500 ADSs ADSs underlying placement agent warrants (7.0% of Pre-Funded Warrants placed)

Placement Agent Cash Fee 7.5% of gross proceeds Percentage fee on gross proceeds from the sale of warrants

Beneficial Ownership Cap 4.99% Maximum ordinary share ownership after warrant exercise for any holder

ADS to Ordinary Share Ratio 12,000 ordinary shares per ADS Each ADS represents twelve thousand ordinary shares of the company

Key Terms

Pre-Funded Warrants, Registration Rights Agreement, variable rate transaction, Rule 144, +2 more

6 terms

Pre-Funded Warrants financial

"issuance and sale ... of pre-funded warrants (“Pre-Funded Warrants”) to purchase"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Registration Rights Agreement regulatory

"entered into a Registration Rights Agreement on July 31, 2026"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

variable rate transaction financial

"will not effect or enter into an agreement to effect a “variable rate transaction”"

Rule 144 regulatory

"disposed of all the securities covered thereby pursuant to Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

beneficially own financial

"would beneficially own ordinary shares in excess of 4.99% of the number"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

non-accountable expense allowance financial

"a non-accountable expense allowance of $25,000, and legal fees"

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FAQ

What did Steakholder Foods (STKH) announce in its August 2026 Form 6-K?

Steakholder Foods entered into a private placement for pre-funded, Series E and Series F warrants covering up to 1,750,000 ADSs each, raising about $3.5 million in gross proceeds at closing, with potential additional proceeds from future warrant exercises.

How much capital could Steakholder Foods (STKH) raise from this private placement?

The company received approximately $3.5 million in gross proceeds at closing, assuming full exercise of the pre-funded warrants, and could receive up to approximately $7 million more in gross proceeds if all Series E and F warrants are exercised for cash at $2.00 per ADS.

What are the key terms of the Series E and F warrants issued by Steakholder Foods (STKH)?

The Series E and F warrants each cover up to 1,750,000 ADSs at an exercise price of $2.00 per ADS, are exercisable after shareholder approval of an authorized share increase, and expire 18 months (Series E) and five years (Series F) after the later of that approval and resale registration effectiveness.

How will Steakholder Foods (STKH) use the proceeds from the private placement?

The company plans to use net proceeds to fund research and development, support the growth of its business, and for other working capital and general corporate purposes, aligning the financing with its technology development and commercialization plans in alternative proteins.

What limitations apply to exercising the new warrants of Steakholder Foods (STKH)?

A holder cannot exercise warrants if it would exceed 4.99% beneficial ownership of ordinary shares after exercise. If no effective registration statement exists for Ordinary Warrant ADS resales, such warrants can be exercised on a cashless basis under the specified terms.

What fees and additional warrants did H.C. Wainwright receive in the Steakholder Foods (STKH) deal?

H.C. Wainwright, as exclusive placement agent, is entitled to a 7.5% cash fee on gross proceeds, a $25,000 non-accountable allowance, $50,000 legal fees, and 122,500 placement agent warrants with a $2.50 per ADS exercise price, plus additional fees on future warrant exercises.

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 2026

COMMISSION FILE NUMBER 001-40173

Steakholder Foods Ltd.

(Translation of registrant’s name into English)

Steakholder Foods Ltd.

22 Einstein St., Ness Ziona, Israel 7403686

+972 8-974-0000

(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 ☐

On July 31, 2026, Steakholder Foods Ltd. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor providing for the issuance and sale, in a private placement offering (the “Offering”), of pre-funded warrants (“Pre-Funded Warrants”) to purchase up to an aggregate of 1,750,000 American Depositary Shares (“ADSs,” and the ADSs underlying the Pre-Funded Warrants, the “Pre-Funded Warrant ADSs”), each representing twelve thousand (12,000) ordinary shares, no par value, of the Company (“ordinary shares”), unregistered series E warrants to purchase up to 1,750,000 ADSs and unregistered series F warrants to purchase up to 1,750,000 ADSs, at a combined purchase price of $1.99 per Pre-Funded Warrant and accompanying warrants (the series E warrants together with the series F warrants, the “Ordinary Warrants” and together with the Pre-Funded Warrants, the “Warrants”, and the ADSs issuable upon exercise of the Ordinary Warrants, the “Ordinary Warrant ADSs,” and together with the Pre-Funded Warrant ADSs, the “Warrant ADSs”). The series E warrants have an exercise price of $2.00 per ADS, will be exercisable on or after the date on which the shareholders of the Company approve the increase in the authorized ordinary shares of the Company (the “Authorized Share Increase Date”) and will expire 18 months after the later of the effective date of the resale registration statement (the “Effective Date”) and the Authorized Share Increase Date. The series F warrants have an exercise price of $2.00 per ADS, will be exercisable on or after the Authorized Share Increase Date and will expire five years after the later of the Effective Date and the Authorized Share Increase Date. The Pre-funded Warrants have an exercise price of $0.01 per ADS, are immediately exercisable upon issuance and will not expire until exercised in full. The Offering closed on August 3, 2026.

The gross proceeds from the Offering, before deducting the placement agent’s fees and other related expenses payable by the Company, were approximately $3.5 million (assuming full exercise of the Pre-Funded Warrants). The Company intends to use the net proceeds from the Offering for funding research and development and the growth of its business as well as for other working capital and general corporate purposes.

The exercise price of the Warrants is subject to adjustment as set forth in the Warrants for share splits, share dividends, and similar events. A holder of the Warrants will not have the right to exercise any portion thereof if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of ordinary shares would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own ordinary shares in excess of 4.99% of the number of the ordinary shares outstanding immediately after giving effect to such exercise. If at the time of exercise there is no effective registration statement registering the resale of the Ordinary Warrant ADSs, the Ordinary Warrant ADSs may be exercised on a cashless basis.

Under the Purchase Agreement, the Company has agreed not to (i) enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, ordinary shares or ordinary share equivalents, or (ii) file any registration statement or amendment or supplement thereto, for a period of 60 days following the Effective Date, subject to certain customary exceptions. In addition, the Purchase Agreement provides that for a period of one year following the Effective Date, the Company will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the Purchase Agreement, subject to certain customary exceptions.

In connection with the Offering, the Company and the purchaser entered into a Registration Rights Agreement on July 31, 2026 (the “Registration Rights Agreement”), providing for the registration of the Warrant ADSs for resale on a registration statement (the “Resale Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “SEC”) no later than the 15^th calendar day following the date of Registration Rights Agreement. The Company has agreed to use best efforts to cause the Resale Registration Statement to be declared effective as promptly as possible, within the 45 calendar days following the date of Registration Rights Agreement (or within 75 calendar days following the date of Registration Rights Agreement in the event the SEC elects to review such registration statement) and to use best efforts to keep the Resale Registration Statement continuously effective until the earlier of (i) the date on which the purchaser shall have resold or otherwise disposed of all the securities covered thereby pursuant to Rule 144, or (ii) the date on which the securities may be resold by the purchaser without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect.

The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

1

The Company also entered into a letter agreement (the “Placement Agent Agreement”) with H.C. Wainwright & Co., LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company in connection with the Offering. The Company agreed to pay the Placement Agent in connection with the Offering a placement agent fee equal to 7.5% of the gross proceeds from the sale of Warrants in the Offering, a non-accountable expense allowance of $25,000, and legal fees and expenses of $50,000. The Placement Agent or its designees also received warrants (the “Placement Agent Warrants” and the ADSs issuable upon exercise thereof, the “Placement Agent Warrant ADSs,” and together with the Warrant ADSs and the Warrants, the “Securities”), in an amount equal to 7.0% of the aggregate number of Pre-Funded Warrants placed in the Offering, or warrants to purchase up to 122,500 ADSs. The Placement Agent Warrants have been issued on substantially the same terms as the series F warrants issued to the investor in the Offering, except that the Placement Agent Warrants have an exercise price of $2.50 per ADS. Upon any exercise of the Warrants issued to the investor for cash, the Company agreed to pay the Placement Agent a total cash fee equal to 7.5% of the aggregate gross proceeds from the exercise of such Warrants, and Placement Agent Warrants to purchase up to 7.0% of the number of ordinary shares issuable upon the cash exercise of the Warrants.

The offer and sale of the foregoing Securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. The purchaser has represented that it is an accredited investor, as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act, and has acquired the Securities as principal for its own respective accounts and has no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing Securities is being made without any form of general solicitation or advertising. The Securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This Report on Form 6-K shall not constitute an offer to sell or the solicitation to buy, nor shall there be any sale of, any of the Securities described herein in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, Ordinary Warrants, Pre-Funded Warrants and Placement Agent Warrants are not complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as exhibits to this Report on Form 6-K and are incorporated by reference herein.

On July 31, 2026, the Company issued a press release announcing the pricing of the Offering and entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This Form 6-K including the press release attached hereto is hereby incorporated by reference into the registrant’s registration statements on F-3 (File Nos. 333-276845, 333-285501, 333-286445, 333-289323, 333-288621, and 333-291594, 333-296777) and on Form S-8 (File Nos. 333-255419, 333-267045, 333-271112, 333-279010, 333-286245, and 333-293876) of the Company, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

2

EXHIBIT INDEX

Exhibit		Description of Exhibit
10.1		Form of Securities Purchase Agreement, dated as of July 31, 2026, by and between the Company and the purchaser signatory thereto.
10.2		Form of Ordinary Warrant.
10.3		Form of Pre-Funded Warrant.
10.4		Form of Placement Agent Warrant.
10.5		Form of Registration Rights Agreement, dated as of July 31, 2026, by and between the Company and the purchaser signatory thereto.
99.1		Press Release dated July 31, 2026.

3

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 3, 2026

4

Exhibit 99.1

Steakholder Foods Ltd. Announces Up To $10.5 Million Private Placement

$3.5 million upfront with up to approximately $7 million of potential additional gross proceeds upon the exercise in full of warrants

Rehovot, Israel, July 31, 2026 (GLOBE NEWSWIRE) -- Steakholder Foods Ltd. (Nasdaq: STKH) (“Steakholder Foods” or the “Company”), a global leader in 3D-printing technology for production of whole cuts of plant-based meat, today announced the entry into the definitive agreements for purchase and sale of an aggregate of 1,750,000 American Depositary Shares (“ADSs”) (or ADS equivalents in lieu thereof), each ADS representing twelve thousand (12,000) ordinary shares of the Company, short-term Series E warrants to purchase up to an aggregate of 1,750,000 ADSs and Series F warrants to purchase up to an aggregate of 1,750,000 ADSs, at a combined purchase price of $2.00 per ADS (or ADS equivalent in lieu thereof) and accompanying series warrants in a private placement. The short-term Series E warrants and the Series F warrants will have an exercise price of $2.00 per ADS and will be exercisable on or after the date of the approval by the shareholders of the Company of the increase in authorized ordinary shares of the Company (the “Authorized Share Increase Date”). The short-term Series E warrants will expire 18 months following the later of the Authorized Share Increase Date and the Effectiveness Date (as defined below) and the Series F warrants will expire five years following the later of the Authorized Share Increase Date and the Effectiveness Date. The private placement is expected to close on August 3, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the transaction.

The aggregate gross proceeds to the Company from this offering are expected to be approximately $3.5 million before deducting the placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the exercise of the short-term Series E warrants and the Series F warrants, if fully exercised on a cash basis, will be approximately $7 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants.  The Company intends to use the net proceeds from this offering for funding research and development and the growth of its business as well as for other working capital and general corporate purposes.
  
The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the ordinary shares of the Company represented by ADSs underlying the warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities issued in the private placement and ordinary shares of the Company represented by ADSs underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investors, the Company has agreed to file a resale registration statement covering the securities described above (such date of effectiveness of the resale registration statement, the “Effectiveness Date”).
  
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Steakholder Foods

Steakholder Foods is at the forefront of transforming the alternative protein industries through its advanced technology. Founded in 2019, Steakholder Foods is utilizing advanced technologies to revolutionize the food industry, and is preparing to launch PerfectaTM Premium Plant-Based Meat in the U.S. market in 2026, under the slogan “Plant-Based Meat, Perfected!” Perfecta is positioned as a next-generation, plant-based protein platform, whose launch is planned to begin with a phased rollout in the Northeastern United States, followed by retail expansion as the supply chain and distribution scale.

Steakholder Foods also specializes in developing and selling 3D-printing production machines, supported by proprietary premix blends, formulated from the highest-quality raw ingredients. These innovative tools are designed to help manufacturers of all sizes efficiently produce foods that meet and exceed consumer expectations for taste, texture, and appearance and offer a safe and sustainable alternative to industrialized meat and seafood production.

Steakholder Foods’ expertise in creating alternative proteins products that replicate the complex textures of traditional meats such as beef steaks, white fish, shrimp, and eel. The company is also exploring the integration of cultivated cells, preparing for future advancements in food technology.

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 consummation of the offering and the satisfaction of customary closing conditions related to the offering, the use of proceeds therefrom, the receipt of shareholder approval of the Authorized Share Increase, and the potential exercise of the series warrants prior to their expiration and potential proceeds therefrom. Important factors that could cause actual results, performance or achievements to differ materially from those anticipated in these forward-looking statements include, among other things, Steakholder Foods’ expectations regarding the success of the technologies which it is developing, which may require significant additional work before Steakholder Foods can potentially launch commercial sales; Steakholder Foods’ research and development activities associated with printing technologies, including three-dimensional food printing, 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 market and other conditions and those identified in Steakholder Foods’ Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on April 30, 2026.  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:

Steakholder Foods Ltd.‍
Info@steakholderfoods.com

Investor Contact:

Steakholder Foods Ltd.
Investors@steakholderfoods.com

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 PRESS RELEASE DATED JULY 31, 2026 13.9 KB

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 31, 2026, BY AND BETWEEN 242.5 KB
• EX-10.2 FORM OF ORDINARY WARRANT 99.6 KB
• EX-10.3 FORM OF PRE-FUNDED WARRANT 92.3 KB
• EX-10.4 FORM OF PLACEMENT AGENT WARRANT 100.4 KB
• EX-10.5 FORM OF REGISTRATION RIGHTS AGREEMENT, DATED AS OF JULY 31, 2026, BY AND BETWEEN 134.6 KB