Steakholder Foods may sell up to $4.04M in shares

ADS sales may occur on Nasdaq or other U.S. trading markets, through market makers, directly to Wainwright as principal, or in negotiated transactions.

Rhea-AI Filing Summary

Steakholder Foods Ltd. (STKH) may offer and sell American Depositary Shares (ADSs) representing ordinary shares with an aggregate offering price of up to $4,036,262 from time to time through H.C. Wainwright & Co., LLC, as sales agent. This amount excludes approximately $4,131,609 in aggregate sales price of ADSs already sold under the agreement.

Under the Form F-3 one-third public-float limit, while the aggregate market value of ordinary shares held by non-affiliates is less than $75 million, public primary sales in any 12-month period cannot exceed one-third of that value. Steakholder Foods reports $54,940 in sales under that limit during the prior 12-month period. Wainwright receives a 3.0% commission on gross sales and is not required to sell a specific number or dollar amount. The offering ends when all ADSs covered are sold or the agreement is terminated, whichever occurs first; additional sales under the agreement require another prospectus supplement.

Key Figures

Aggregate offering price: Up to $4,036,262 Prior ADS sales under the agreement: Approximately $4,131,609 Sales commission: 3.0% +4 more

7 metrics

Aggregate offering price Up to $4,036,262 ADSs offered from time to time through Wainwright

Prior ADS sales under the agreement Approximately $4,131,609 Aggregate sales price sold under the Sales Agreement to date; excluded from the current amount

Sales commission 3.0% Of the gross sales price of ADSs sold under the Offering Agreement

Sales under General Instruction I.B.5 $54,940 Aggregate market value sold during the prior 12 calendar month period ending on and including the date of the prospectus

Non-affiliate market value threshold $75 million The one-third public-primary-offering limit applies while aggregate market value is less than this amount

Aggregate market value held by non-affiliates $12,273,606 Based on 2,854,327 ADSs or ordinary shares representable by ADSs outstanding as of October 2, 2026, held by non-affiliates, and a $4.30 per-ADS closing sale price on August 10, 2026

ADS closing price $0.65 per ADS Closing price on October 2, 2026

Key Terms

At The Market Offering Agreement, General Instruction I.B.5, aggregate market value, emerging growth company, +1 more

5 terms

At The Market Offering Agreement financial

"under the At The Market Offering Agreement"

An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

General Instruction I.B.5 regulatory

"pursuant to General Instruction I.B.5 of Form F-3"

aggregate market value financial

"aggregate market value of our outstanding voting and non-voting common equity"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

emerging growth company regulatory

"We are an emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

foreign private issuer regulatory

"and a foreign private issuer under the federal securities laws"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Offering Details

ATM · Up to $4,036,262 aggregate offering price

Offering

Offering Type ATM

Securities Offered American Depositary Shares representing ordinary shares

Offering Amount Up to $4,036,262 aggregate offering price

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much can STKH sell through its ATM offering?

Steakholder Foods may offer ADSs with an aggregate offering price of up to $4,036,262 through H.C. Wainwright & Co., LLC, as sales agent. This amount excludes approximately $4,131,609 in aggregate sales price of ADSs already sold under the agreement.

What commission does Wainwright receive for STKH ATM sales?

H.C. Wainwright & Co., LLC is entitled to a 3.0% commission on the gross sales price of ADSs sold under the agreement. It is to use commercially reasonable efforts consistent with its normal trading and sales practices, on terms mutually agreed with Steakholder Foods.

What market value did STKH use for its non-affiliate public-float calculation?

Steakholder Foods stated an aggregate market value of $12,273,606, based on 2,854,327 ADSs or ordinary shares representable by ADSs outstanding as of October 2, 2026, held by non-affiliates, and a $4.30 per-ADS closing sale price on August 10, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 04:15 PM Accepted by SEC EDGAR 10/05/2026 - 04:15 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(5)

Registration No. 333-286445

PROSPECTUS SUPPLEMENT

(To prospectus supplements dated April 11, 2025, May 16, 2025 and September 4, 2025, to prospectus dated April 11, 2025)

Steakholder Foods Ltd.

Up to $4,036,262 of
American Depositary Shares Representing Ordinary Shares

This prospectus supplement amends and supplements the information in the prospectus, dated April 11, 2025, filed as a part of our registration statement on Form F-3 (File No. 333-286445), or the Registration Statement, as supplemented by our prospectus supplements dated April 11, 2025, May 16, 2025 and September 4, 2025, or collectively, the Prior Prospectuses, relating to the offering, issuance and sale by us of the American Depositary Shares, or ADSs, representing our ordinary shares, no par value, from time to time that may be issued and sold under the At The Market Offering Agreement, dated August 1, 2024, or the Sales Agreement, by and between us and H.C. Wainwright & Co., LLC, or Wainwright, as sales agent, or the ATM Facility. This prospectus supplement should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplements thereto.

We are filing this prospectus supplement to amend the Prior Prospectuses, to update the maximum amount of securities we are eligible to sell under our Registration Statement pursuant to General Instruction I.B.5 of Form F-3. As a result of these limitations and the current public float of our ordinary shares, including ordinary shares represented by ADSs, and in accordance with the terms of the Sales Agreement, we may offer and sell ADSs having an aggregate offering price of up to $4,036,262 from time to time through Wainwright, which does not include the ADSs having an aggregate sales price of approximately $4,131,609 that were sold pursuant to the Sales Agreement to date. In the event that we may sell additional amounts under the Sales Agreement and in accordance with General Instruction I.B.5, we will file another prospectus supplement prior to making such additional sales.

Sales of ADSs, if any, under this prospectus supplement will be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through The Nasdaq Capital Market, or any other existing trading market in the United States for the ADSs, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. If we and Wainwright agree on any method of distribution other than sales of ADSs on or through The Nasdaq Capital Market or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. Wainwright is not required to sell any specific number or dollar amount of securities but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Wainwright and us. The ADSs to which this prospectus supplement relates will be sold through Wainwright on any given day. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Wainwright will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price of any ADSs sold under the Offering Agreement. In connection with the sale of the ADSs on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Wainwright may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act. The offering of ADSs pursuant to this prospectus supplement will terminate upon the earlier of (i) the sale of all of the ADSs provided for in this prospectus supplement or (ii) termination of the Offering Agreement as permitted therein. See “Plan of Distribution” beginning on page S-12 of the Prior Prospectuses regarding the compensation to be paid to Wainwright.

The ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “STKH”. On October 2, 2026, the closing price of the ADSs on the Nasdaq was $0.65 per ADS.

We are an “emerging growth company” and a “foreign private issuer” under the federal securities laws and, as such, are subject to reduced public company disclosure standards for this prospectus supplement and future filings. See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.

The aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was $12,273,606, based on 2,854,327 ADSs or ordinary shares representable by ADSs outstanding as of October 2, 2026, held by non-affiliates, and a per ADS price of $4.30, which was the closing sale price of the ADSs on Nasdaq on August 10, 2026. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12-month period as long as the aggregate market value of our outstanding ordinary shares held by non-affiliates is less than $75 million. We have sold securities with an aggregate market value of $54,940 pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus. In the event that we may sell additional amounts under the Sales Agreement, we will file another prospectus supplement prior to making such additional sales.

Investing in the ADSs involves a high degree of risk. See “Risk Factors” beginning on page S-6 of the Prior Prospectuses and on page 6 of the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of certain factors you should consider before investing in the ADSs.

Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. 

H.C. Wainwright & Co.

The date of this prospectus supplement is October 5, 2026