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 JUNE 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
May 29, 2026, Steakholder Foods Ltd. (the “Company”) entered into inducement offer letter agreements (collectively, the
“Inducement Letters”) with certain holders (together, the “Holders”) of certain of the Company’s
existing warrants to purchase up to 892,854 of the Company’s American Depositary Shares (“ADSs”), each ADS
representing 4,000 ordinary shares of the Company, no par value (“Ordinary Shares”), issued on October 1, 2025 at an
original exercise price of $5.00 per ADS (the “Existing Warrants” and collectively, the “Warrant
Repricing”).
Pursuant
to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 892,854 of the
Company’s ADSs at a reduced exercise price of $1.25 per ADS, in consideration of the Company’s agreement to issue two new
series of warrants (the “New Warrants”), to purchase up to an aggregate of 1,785,708 ADSs (the “New Warrant Shares”),
at an exercise price of $1.25 per ADS, which will be immediately exercisable from the date of issuance until (i) with respect to Series
C warrants to purchase an aggregate of 595,236 ADSs, the five (5) year anniversary of the effective date of the resale registration statement
on Form F-3 (or other appropriate form, including on Form F-1, if the Company is not then F-3 eligible) providing for the resale of the
New Warrant Shares by the holders of the New Warrants (“Resale Registration Statement”), and (ii) with respect to Series D
warrants to purchase an aggregate of 1,190,472 ADSs, the eighteen (18) month anniversary of the effective date of the Resale Registration
Statement. The Company expects to receive aggregate gross proceeds of approximately $1.1 million from the Warrant Repricing, before deducting
placement agent fees and other offering expenses payable by the Company.
The
Company has engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in
connection with the transactions contemplated by the Inducement Letters and has agreed to pay the Placement Agent a cash fee equal
to 7.5% of the aggregate gross proceeds received from the Warrant Repricing. The Company has also agreed to issue to the Placement
Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to 62,500 ADSs (representing 7.0% of the
Existing Warrants being exercised), which will have the same terms as the Series C warrants, except the Placement Agent Warrants
will have an exercise price equal to $1.5625 per ADS (125% of the reduced exercise price of the Existing Warrants). The Placement
Agent Warrants will be immediately exercisable from the date of issuance until the five (5) year anniversary of the effective date
of the Resale Registration Statement. In addition, the Company has also agreed to pay the Placement Agent $25,000 for
non-accountable expenses and $50,000 for legal fees and out-of-pocket expenses.
The
closing of the transactions contemplated pursuant to the Inducement Letters is expected to occur on or about June 1, 2026 (the “Closing
Date”), subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from these transactions
as working capital for additional working capital, for funding the growth of its business, including for the re-purchase of its securities
and for general corporate purposes.
The
ADSs representing the Ordinary Shares underlying the Existing Warrants have been registered pursuant to an existing registration statement
on Form F-3 (File No. 333-291594), as amended, and as declared effective by the Securities and Exchange Commission (the “SEC”)
on December 30, 2025.
The
Company also agreed to file the Resale Registration Statement as soon as reasonably practicable (and in any event within fifteen (15)
calendar days of the date of the Inducement Letters), and to use commercially reasonable efforts to have such Resale Registration Statement
declared effective by the SEC within sixty (60) days following the date of the Inducement Letters (or within ninety (90) calendar days
following the date of the Inducement Letters in case of “full review” of such registration statement by the SEC) and to keep
the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants or New Warrant Shares.
In the Inducement Letters, the Company agreed not to issue any ADSs, Ordinary Shares or Ordinary Share equivalents or to file any other
registration statement with the SEC (in each case, subject to certain exceptions) until the fifteen (15) days after the Closing Date.
The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letters) until one
(1) year after the Closing Date (subject to certain exceptions).
The
New Warrants, Placement Agent Warrants, the New Warrant Shares and the ADSs issuable upon the exercise of the Placement Agent Warrants
as well as the Ordinary Shares underlying the New Warrants and Placement Agent Warrants are being offered and sold pursuant to an exemption
from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The Holders have represented that each is an accredited investor as defined in Rule 501 of the Securities Act and has acquired such securities
for their own respective account 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 New Warrants, Placement Agent Warrants, the New
Warrant Shares and the ADSs issuable upon the exercise of the Placement Agent Warrants as well as the Ordinary Shares underlying the New
Warrants and Placement Agent Warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly,
such 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 the securities 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.
Terms of the New Warrants
The
following summary of certain terms and provisions of the New Warrants is not complete and is subject to, and qualified in its entirety
by, the provisions of the New Warrants, the form of which is filed as Exhibit 10.2 to this Report on Form 6-K and is incorporated herein
by reference. The following description of the New Warrants is qualified in its entirety by reference to such exhibit.
Duration
and Exercise Price
Each
New Warrant will have an exercise price equal to $1.25 per ADS. The New Warrants will be exercisable from the date of issuance until (i)
with respect to Series C warrants to purchase an aggregate of 595,236 ADSs, the five (5) year anniversary of the effective date of the
Resale Registration Statement, and (ii) with respect to Series D warrants to purchase an aggregate of 1,190,472 ADSs, the eighteen (18)
month anniversary of the effective date of the Resale Registration Statement. The exercise price and number of New Warrant Shares issuable
upon exercise of the New Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, subsequent rights
offerings, pro rata distributions, reorganizations, or similar events affecting the ADSs or Ordinary Shares and the exercise price.
Exercisability
The
New Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise as discussed
below). A holder (together with its affiliates) may not exercise any portion of such holder’s New Warrants to the extent that the
holder would own more than 4.99% of the outstanding Ordinary Shares (including ADSs representing Ordinary Shares) immediately after exercise.
Cashless
Exercise
If,
at the time a holder exercises its New Warrants, a registration statement registering the issuance of the New Warrant Shares by the holder
under the Securities Act is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made
to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either
in whole or in part), the net number of shares of common stock determined according to a formula set forth in the New Warrants.
Trading
Market
There
is no established trading market for the New Warrants, and the Company does not expect an active trading market to develop. The Company
does not intend to apply to list the New Warrants on any securities exchange or other trading market. Without a trading market, the liquidity
of the New Warrants will be extremely limited.
Rights
as a Shareholder
Except
as otherwise provided in the New Warrants or by virtue of the holder’s ownership of the Company’s ADSs, such holder of New
Warrants does not have the rights or privileges of a holder of the ADSs or Ordinary Shares, including any voting rights, until such holder
exercises such holder’s New Warrants. The New Warrants will provide that the holders of the New Warrants have the right to participate
in distributions or dividends paid on the ADSs or Ordinary Shares.
Fundamental
Transactions
If at any time the New Warrants
are outstanding, the Company, either directly or indirectly, in one or more related transactions effects a Fundamental Transaction (as
defined in the New Warrant), a holder of New Warrants will be entitled to receive, upon exercise of the New Warrants, the kind and amount
of securities, cash or other property that such holder would have received had they exercised the New Warrants immediately prior to the
Fundamental Transaction. As an alternative, and at the holder’s option in the event of a Fundamental Transaction, exercisable at
any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public
announcement of the applicable Fundamental transaction), the Company shall purchase the unexercised portion of the Warrant from the holder
by paying to the holder an amount of cash equal to the Black Scholes Value (as defined in the Warrant) of the remaining unexercised portion
of the New Warrant on the date of the consummation of such Fundamental Transaction.
Waivers
and Amendments
With
the exception of certain specified provisions, which may not be modified, amended or waived, the New Warrants may be modified or amended
or the provisions of the New Warrants waived with the Company’s and the holder’s written consent.
The
forms of Inducement Letters, New Warrants and Placement Agent Warrants are attached as Exhibits 10.1, 10.2 and 10.3, respectively. The
description of the terms of the Inducement Letters, the New Warrants and the Placement Agent Warrants are not intended to be complete
and are qualified in its entirety by reference to such exhibits. The Inducement Letters contain customary representations, warranties
and covenants by us which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of
the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
On
May 29, 2026, the Company issued a press release announcing the pricing of the Warrant Repricing. A copy of that press release is filed
as Exhibit 99.1 to this Form 6-K.
This
Report on Form 6-K is incorporated by reference into the registration statements on F-3 (File Nos. 333-276845, 333-285501, 333-286445, 333-289323, 333-288621,
and 333-291594) 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.
Warning Concerning
Forward Looking Statements
This
Report on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs
or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons
which are beyond the Company’s control. For example, this Report on Form 6-K states that the closing of the offering is expected
to close on or about June 1, 2026. In fact, the closing of the offering is subject to various conditions and contingencies as are customary
in similar purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur,
this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking
statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order
to reflect any event or circumstance that may arise after the date of this Report on Form 6-K.
EXHIBIT INDEX
| Exhibit |
|
Description
of Exhibit |
| |
|
|
| 10.1 |
|
Form of Inducement Letter |
| 10.2 |
|
Form of New Warrant |
| 10.3 |
|
Form of Placement Agent Warrant |
| 99.1 |
|
Press release issued by the Company on May 29, 2026 |
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: June 1, 2026
Exhibit 99.1
Steakholder
Foods Ltd. Announces Warrant Exercise for $1.1 Million in Gross Proceeds
Rehovot,
Israel, May 29, 2026 (GLOBE NEWSWIRE) -- Steakholder Foods Ltd. (Nasdaq: STKH) (“Steakholder Foods” or the “Company”),
a leading innovator in alternative proteins and 3D printing technologies, today announced the entry into the definitive agreements for
the immediate exercise of certain outstanding warrants to purchase an aggregate of 892,854 of the Company’s American Depository
Shares (“ADSs”), each representing four thousand (4,000) ordinary shares of the Company, originally issued by the Company
on October 1, 2025, each having an original exercise price of $5.00 per ADS, at a reduced exercise price of $1.25 per ADS. In addition,
the Company will issue new warrants, as described below. The closing of the warrant exercise transaction is expected to occur on or about
June 1, 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 the exercise of the existing warrants are expected to be approximately $1.1 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 new warrants, if fully exercised on a cash basis, will be approximately $2.2 million. No assurance can be given
that any of the new warrants will be exercised. The Company intends to use the net proceeds from this offering for additional working
capital, for funding the growth of its business, including for the re-purchase of its securities and for general corporate purposes.
The
ADSs issuable upon the exercise of the existing warrants have been registered pursuant to an effective registration statement on Form
F-3, as amended (File No. 333-291594).
As
consideration for the exercise of such existing warrants for cash, the Company will issue new unregistered Series C warrants to purchase
up to an aggregate of 595,236 ADSs and new unregistered Series D warrants to purchase up to an aggregate of 1,190,472 ADSs. The new Series
C and new Series D warrants will have an exercise price of $1.25 per share. The new Series C warrants will be exercisable immediately
upon issuance and will expire five years following the effective date of the resale registration statement registering the ADSs issuable
upon exercise of the Series C warrants and the Series D warrants (the “Resale Registration Statement”). The new Series D
warrants will be exercisable immediately upon issuance and will expire eighteen months following the effective date of the Resale Registration
Statement.
The
new warrants being offered have not been registered under the Securities Act of 1933, as amended, or under applicable state securities
laws. Accordingly, the new warrants and the ADSs issuable upon the exercise of the new 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 of 1933, as amended, and such applicable state securities laws.
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 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 certain forward-looking statements within the meaning of applicable securities laws. Such forward-looking statements
includes those concerning the completion of the offering, the satisfaction of customary closing conditions related to the offering, the
intended use of proceeds from the offering and the exercise of the new warrants prior to their expiration. 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
overtime, 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, market and other conditions, 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
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
