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Steakholder Foods Ltd. filed Amendment No. 1 to its Form F-3 shelf registration statement as an exhibits-only update to add the auditor consent filed as Exhibit 23.1. The company states that all other parts of the registration statement remain unchanged and are omitted from this amendment.
The filing also describes how Israeli law allows the company to exculpate, indemnify and insure its directors and officers within defined limits. Steakholder Foods notes that its amended articles of association permit such protections to the fullest extent allowed by Israeli law, that it maintains directors’ and officers’ liability insurance, and that it has indemnification and exculpation agreements in place. These agreements cap aggregate indemnification at the higher of $5 million or 25% of shareholders’ equity, based on the most recent financial statements.
Steakholder Foods Ltd. (STKH) has increased the number of ordinary shares reserved for issuance under its 2022 Share Incentive Plan by 1,062,392,000 ordinary shares, currently equivalent to 265,598 ADSs. This expansion is intended to provide sufficient capacity for future equity awards that support the company’s compensation and employee retention objectives.
All other terms of the share incentive plan remain unchanged. The company also states that this report is incorporated by reference into several existing Form F-3 and Form S-8 registration statements, aligning the updated plan share reserve with its previously filed registration frameworks.
Steakholder Foods (STKH): Gefen Capital entities, D.B.W. Holdings (2005) Ltd., and David Wiessman filed a Schedule 13D reporting significant stakes in the company’s American Depositary Shares (ADSs). Gefen LP, its GP and management company report shared power over 297,081 ADSs, representing 19.8% of the outstanding ADSs. D.B.W. Holdings and David Wiessman report shared power over 313,105 ADSs, representing 20.9%.
The filing details recent transactions: Gefen LP purchased ADSs in a private placement at $7.00 per ADS (total $870,000); D.B.W. provided a $870,000 convertible loan at 8% per annum, maturing on May 30, 2027, converted into 16,023 ADSs on Nov 3, 2025. In the Twine acquisition, consideration included 158,465 ADSs and 145,355 pre-funded milestone warrants (up to 10 years, with a 24.99% beneficial ownership limitation). Gefen LP received 136,191 ADSs, and directors Limor Ganot and Snir Wiessman were appointed, each granted RSUs vesting into 7,956 ADSs.
Steakholder Foods Ltd. filed a Form 6-K furnishing a press release about the expansion of collaboration between Twine Solutions and Henderson Sewing Machine Co. to bring sustainable, on-demand thread and yarn dyeing to the U.S. market.
The submission includes the press release as Exhibit 99.1, dated November 10, 2025.
Steakholder Foods Ltd. completed the acquisition of Twine Solutions Ltd., combining 3D food printing with Twine’s digital, waterless thread and yarn dyeing technology protected by 10 granted and pending patents.
As consideration, the company issued 158,465 ADSs and 145,355 prefunded milestone warrants to purchase ADSs, which together represent, after issuance and exercise thereof, 20.5% of the company’s issued and outstanding share capital. In addition, a prior $870,000 convertible loan was converted into 16,023 ADSs upon closing. The company agreed to file a resale registration statement for these securities and to keep it effective until Twine’s selling shareholders no longer own any ADS.
The securities were offered under Section 4(a)(2) of the Securities Act without general solicitation.
Steakholder Foods Ltd. reported that shareholders approved all proposals at the annual general meeting held on October 28, 2025.
The company noted that 148,040,000 ordinary shares, representing approximately 6.04% of issued and outstanding shares as of the record date, were present or represented by proxy. As part of the approved items, the company amended its articles of association, with the amended and restated version filed as Exhibit 99.1.
This report on Form 6-K is incorporated by reference into the company’s registration statements on Forms F-3 and S-8.
Steakholder Foods Ltd. (STKH) adjourned its Annual General Meeting of Shareholders due to a lack of quorum. The meeting is rescheduled from Monday, October 27, 2025 to Tuesday, October 28, 2025 at 4:00 p.m. Israel time (10:00 a.m. EDT) at the company’s executive offices, 5 David Fikes St., Rehovot, Israel.
The agenda and proposed resolutions are detailed in the proxy statement furnished on September 22, 2025. Verified holders of ordinary shares may vote by returning a signed and dated proxy card in advance or by voting in person at the meeting. The Bank of New York Mellon’s deadline for receiving voting instructions from ADS holders has passed, so ADS holders can no longer vote ordinary shares represented by their ADSs for this meeting.
Steakholder Foods Ltd. entered into inducement letters with certain warrant holders who agreed to exercise existing warrants to purchase 297,618 ADSs at a reduced exercise price of $5.00 per ADS, instead of $8.40, in a warrant repricing transaction. In return, the company will issue two new series of warrants to buy up to an aggregate of 892,854 ADSs, also at $5.00 per ADS, with Series A exercisable for five years and Series B for eighteen months after shareholder approval and effectiveness of a resale registration statement. Steakholder Foods expects to receive approximately $1.5 million in gross proceeds and plans to use the net proceeds for working capital, business growth, potential repurchases of its securities, and general corporate purposes.
Steakholder Foods Ltd. has scheduled its Annual General Meeting of Shareholders to be held at the company’s executive offices in Rehovot, Israel, on October 27, 2025 at 4:00 p.m. Israel time (10:00 a.m. EDT). The company is sending a proxy statement, which includes the full text of the proposed resolutions, and proxy cards to all shareholders of record so they can review the matters to be voted on in advance.
Holders of both American Depositary Shares and ordinary shares will receive dedicated proxy cards that allow them to vote without attending the meeting in person. The materials related to the meeting are attached as exhibits to this report, and this 6-K is incorporated by reference into several existing F-3 and S-8 registration statements of Steakholder Foods.
Steakholder Foods Ltd. furnished a Form 6-K to inform investors that on September 22, 2025 it issued a press release announcing the signing of an agreement to acquire Twine Solutions. The filing notes that the accompanying press release is provided as Exhibit 99.1.
The Form 6-K, excluding the press release itself, is incorporated by reference into all of Steakholder Foods’ effective registration statements under the Securities Act of 1933. The document is signed on behalf of the company by Chief Executive Officer Arik Kaufman.