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Steakholder Foods (Nasdaq: STKH) flags $4.8M value vs. $5M delisting bar

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Steakholder Foods Ltd. (STKH) reported unaudited results for the six months ended June 30, 2026, showing an early‑stage business still pre‑revenue but expanding commercialization efforts. Revenue remained $0, while a first‑time inventory write‑off drove cost of goods sold of $0.3 million and a total comprehensive loss of $3.3 million, down 15% from $3.8 million a year earlier.

Operating expenses shifted: research and development fell 33% to $0.8 million and general and administrative declined 19% to $1.6 million, while marketing rose to $0.6 million as the company prepared its U.S. launch of the Perfecta plant‑based meat platform and continued development and sales of 3D‑printing production machines. Cash and cash equivalents were $1.1 million at June 30, 2026 versus $3.1 million at year‑end 2025, with an accumulated deficit of $93.2 million and shareholders’ equity of $2.27 million.

Management states there is substantial doubt about the company’s ability to continue as a going concern because existing cash is not sufficient for at least 12 months. Subsequent to June 30, 2026, Steakholder Foods raised about $4.3–4.7 million net through a July 2026 private placement, warrant exercises and use of an $8.0 million equity line, and estimates pro forma shareholders’ equity of ~$6.57 million, above Nasdaq’s $2.5 million equity requirement. The company also discloses risk that its Market Value of Listed Securities, approximately $4.8 million on August 20, 2026, could trigger future Nasdaq delisting under a proposed new rule if implemented.

Positive

  • Total comprehensive loss decreased 15% to $3.3 million from $3.8 million year over year, reflecting lower research and development and general and administrative expenses.
  • Research and development expenses fell 33% to $0.8 million, primarily from lower manpower‑related costs, narrowing cash burn from R&D activities.
  • Subsequent capital raises and warrant exercises provided about $4.3–4.7 million net, lifting estimated shareholders’ equity to ~$6.57 million, above Nasdaq’s $2.5 million minimum equity requirement for continued listing.
  • The company is advancing commercialization, planning a second‑half 2026 U.S. launch of its Perfecta plant‑based meat platform and continuing to develop and sell 3D‑printing production machines for alternative proteins.

Negative

  • Management discloses substantial doubt about the company’s ability to continue as a going concern, as current cash is not sufficient to fund operations for at least 12 months from approval of the financial statements.
  • Cash and cash equivalents declined to $1.1 million at June 30, 2026 from $3.1 million at December 31, 2025, while accumulated deficit reached $93.2 million, indicating sustained losses and high funding dependence.
  • An inventory write‑off of $0.264 million was recorded in the period, fully driving cost of goods sold despite no recognized revenue.
  • The company highlights Nasdaq listing risk: Market Value of Listed Securities was about $4.8 million on August 20, 2026, below a proposed $5.0 million threshold that, if implemented and unmet, could lead to suspension and delisting.
  • Marketing expenses increased to $0.6 million from about $0.4 million, contributing to continued negative operating cash flow of $3.3 million for the six‑month period.

Filing Explained

The warrant financing is closed, but most exercise remains gated, leaving potential dilution rather than completed issuance.

The company reports in this Form 6-K, an interim report for a foreign private issuer, that its July private placement closed on August 3, 2026. It sold pre-funded, Series E and Series F warrants, each covering up to 1,750,000 ADSs, for approximately $3.5 million gross and $3.1 million net proceeds. The financing is closed, but the filing does not report exercise of all the warrants, so additional ADS issuance remains possible rather than completed.

The pre-funded warrants are immediately exercisable at $0.01 per ADS. The Series E and Series F warrants have a $2.00 exercise price and become exercisable only after shareholder approval of an authorized-share increase. If exercised, the resulting additional shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

The ATMOA is an equity-sale arrangement giving the company the right, but not the obligation, to direct purchases of up to $8.0 million through June 30, 2027. From July 1, 2026 through the filing date, the company reports issuing 132,072 ADSs under it for approximately $0.4 million gross, so the stated $8.0 million is available capacity rather than proceeds already received.

The filing identifies two dated gates: the PIPE resale registration statement filed on August 17, 2026 had not been declared effective by August 25, 2026, and a shareholder meeting is scheduled for September 15, 2026 to consider the authorized-share increase needed for Series E and Series F exercise.

Total comprehensive loss $3.3 million Six months ended June 30, 2026; decreased from $3.8 million in 2025
Cash and cash equivalents $1.1 million Balance as of June 30, 2026; down from $3.1 million at December 31, 2025
Accumulated deficit $93.2 million As of June 30, 2026, reflecting cumulative losses since inception
Shareholders’ equity $2.27 million Reported at June 30, 2026 before subsequent financings
Pro forma shareholders’ equity $6.57 million Estimated as of June 30, 2026 after July–August 2026 capital raises
Inventory write-off $0.264 million Recorded in the six months ended June 30, 2026 as cost of goods sold
Net cash used in operating activities $3.3 million Six months ended June 30, 2026; compared with $2.8 million in 2025
Market Value of Listed Securities $4.8 million Approximate MVLS as of August 20, 2026; compared to proposed $5.0 million minimum
going concern financial
"there is substantial doubt about our ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
Pre-Funded Warrants financial
"Pre-Funded Warrants to purchase up to 1,750,000 ADSs"
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.
equity line of credit financial
"equity line of credit, or the Commitment Amount"
An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.
Market Value of Listed Securities financial
"our Market Value of Listed Securities, or MVLS, not fall below $5.0 million"
Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.
at-the-market offering financial
"entered into an At-the-Market Offering Agreement, or the ATMOA"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

FAQ

How much did STKH lose in the six months ended June 30, 2026?
Steakholder Foods reported a total comprehensive loss of $3.3 million for the six months ended June 30, 2026, an improvement from $3.8 million in the same period of 2025, driven mainly by lower research and development and general and administrative expenses.

What was Steakholder Foods’ cash position as of June 30, 2026?
As of June 30, 2026, Steakholder Foods held $1.1 million in cash and cash equivalents, down from $3.1 million at December 31, 2025, primarily due to operating cash outflows partially offset by proceeds from share and warrant issuances.

Does STKH face going concern risks according to this 6-K?
Yes. Management states that the current balance of cash and cash equivalents is not sufficient to continue operations for at least 12 months from approval of the financial statements, resulting in substantial doubt about the company’s ability to continue as a going concern.

How much capital did Steakholder Foods raise after June 30, 2026?
Subsequent to June 30, 2026, Steakholder Foods raised approximately $4.3–4.7 million net through a July 2026 private placement of pre‑funded and investor warrants, exercises of existing investor warrants, and use of an $8.0 million equity line of credit.

Is STKH currently in compliance with Nasdaq equity listing requirements?
The company estimates that, after its subsequent financings, shareholders’ equity would be approximately $6.57 million as of June 30, 2026 on an adjusted basis, which exceeds the Nasdaq Capital Market’s $2.5 million minimum shareholders’ equity requirement for continued listing.

What new Nasdaq risk does Steakholder Foods disclose about its Market Value of Listed Securities?
Steakholder Foods notes that as of August 20, 2026 its Market Value of Listed Securities was about $4.8 million, below a proposed new $5.0 million minimum. If that rule becomes effective and the company cannot meet it, its ADSs could face suspension and delisting.

Does Steakholder Foods generate any revenue as of the first half of 2026?
No. For the six months ended June 30, 2026, Steakholder Foods reported no revenue. It did recognize $0.3 million of cost of goods sold, entirely from an inventory write‑off, as it begins production activities ahead of commercialization.

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

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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 ☐

 

 

 

 

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, 2026; 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, 2026.

 

1

 

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, 2026
     
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. 333-276845, 333-285501, 333-286445, 333-288621, 333-289323, 333-291594, 333-296777 and 333-298371) and Form S-8 (File Nos. 333-255419, 333-267045, 333-271112, 333-279010, 333-286245 and 333-293876).

 

2

 

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 25, 2026

 

3

 

http://fasb.org/srt/2026#ChiefExecutiveOfficerMember 1 1 false 0001828098 2026 Q2 --12-31 2026-06-30

Exhibit 99.1

 

STEAKHOLDER FOODS LTD

 

Steakholder Foods Ltd.

 

Unaudited Condensed Consolidated Interim Financial Statements As At June 30, 2026

 

  Page
Financial statements of Steakholder Foods Ltd.   
     
Contents:    
Unaudited Condensed consolidated Interim balance sheets   2
Unaudited Condensed consolidated Interim statement of comprehensive loss   3
Unaudited Condensed consolidated Interim statements of changes in equity   4
Unaudited Condensed consolidated Interim statements of cash flows   5
Notes to the condensed consolidated Interim financial statements   6

 

1

 

 

STEAKHOLDER FOODS LTD

 

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (UNAUDITED)

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

 

    June 30,     December 31,  
    2026     2025  
ASSETS            
             
CURRENT ASSETS:            
Cash and cash equivalents     1,056       3,087  
Marketable securities     -       14  
Restricted deposits     34       201  
Inventory     67       -  
Prepaid expenses and other current assets     442       388  
                 
Total current assets     1,599       3,690  
                 
NON-CURRENT ASSETS:                
Restricted deposits     29       27  
Long-term receivables     -       10  
Right-of-use asset     83       -  
Property and equipment, net     1,436       1,566  
                 
Total non-current assets     1,548       1,603  
                 
Total Assets     3,147       5,293  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
CURRENT LIABILITIES:                
Accounts payables and accruals     737       778  
Other liabilities     47       77  
Trade payables     5       39  
Current lease liability     88       -  
                 
Total current liabilities     877       894  
                 
COMMITMENTS AND CONTINGENT LIABILITIES                
                 
SHAREHOLDERS’ EQUITY                
Ordinary shares – no par value, Authorized 50,000,000,000 shares. Issued and outstanding 7,794,516,659 and 5,438,836,659 at June 30, 2026 and December 31, 2025, respectively     -       -  
Additional paid-in capital     95,507       94,343  
Accumulated deficit     (93,237 )     (89,944 )
                 
Total shareholders’ equity     2,270       4,399  
                 
Total liabilities and shareholders’ equity     3,147       5,293  

 

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

 

2

 

 

STEAKHOLDER FOODS LTD

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

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

 

    Six months ended
June 30,		  
    2026     2025  
             
Revenue     -       -  
Cost of goods sold     264       -  
Gross loss     264       -  
                 
Research and development     844       1,158  
Marketing     590       363  
General and administrative     1,626       1,924  
                 
Total operating loss     3,324       3,445  
                 
Financial expenses (income), net     (38 )     193  
Other expenses     7       206  
                 
Total comprehensive loss     3,293       3,844  
                 
Net loss per share– basic and diluted     0.0005       0.0071  
Weighted average shares outstanding – basic and diluted     6,780,167,748       544,608,702  

 

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

 

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, 2025     5,438,836,659              -       94,343       (89,944 )     4,399  
                                         
Share-based compensation     580,744,000       -       72       -       72  
Issuance of shares, net     88,460,000       -       52       -       52  
Issuance of shares according to the ATMOA     320,768,000       -       101       -       101  
Issuance and exercise of warrants, net     1,365,708,000       -       939       -       939  
Net loss for the period     -       -       -       (3,293 )     (3,293 )
Balance as of June 30, 2026     7,794,516,659       -       95,507       (93,237 )     2,270  

 

(*) No par value

 

    Ordinary Shares     Receivables
on account		    

Additional

Paid-in

     Accumulated     Total
Shareholders’		  
    Shares     Value(*)     of shares     Capital     deficit     Equity  
Balance as of December 31, 2024     349,603,759             -       -       82,744       (78,697 )     4,047  
                                                 
Share-based compensation     20,645,500       -       -       184       -       184  
Issuance of shares and warrants, net     527,987,700       -       (122 )     3,686       -       3,564  
Issuance of shares according to the ATMOA     17,467,200       -       -       160       -       160  
Net loss for the period     -       -       -       -       (3,844 )     (3,844 )
Balance as of June 30, 2025     915,704,159       -       (122 )     86,774       (82,541 )     4,111  

 

(*) No par value

 

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

 

4

 

 

STEAKHOLDER FOODS LTD

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands

 

    Six months ended
June 30,		  
    2026     2025  
Cash flows from operating activities:            
             
Net Loss     (3,293 )     (3,844 )
                 
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation     167       481  
Change in fair value of marketable securities (including related parties)     (3 )     36  
Reduction in the carrying amount of right of use assets     36       2,788  
Change in operating lease liabilities     (36 )     (2,480 )
Change in inventory     (67 )     -  
Share-based compensation     72       184  
Loss on Disposal of Fixed Assets     -       3  
Decrease ( increase) in prepaid expenses and other current assets     (29 )     176  
Foreign exchange gain or losses     16       46  
Non-cash finance expenses     -       160  
decrease in trade payables     (36 )     (4 )
Decrease in other liabilities     (37 )     (97 )
Interest income     -       (7 )
Interest expenses     -       4  
Decrease in accounts payables and accruals     (95 )     (261 )
                 
Net cash used in operating activities     (3,305 )     (2,815 )
                 
Cash flows from investing activities:                
                 
Acquisition of fixed assets     (37 )     (74 )
Decrease in restricted deposits     157       312  
Proceeds from realization of property and equipment     -       22  
Investment in convertible loan     -       (1,740 )
Investment in marketable securities     17       22  
                 
Net cash provided by (used in) investing activities     137       (1,458 )
                 
Cash flows from financing activities:                
                 
Proceeds from issuance of shares and warrants     156       3,677  
Issuance costs     (179 )     (183 )
Proceeds from issuance and exercise of warrants     1,115       -  
Proceeds from convertible loans     -       870  
Net cash provided by financing activities     1,092       4,364  
                 
Effect of exchange rate changes on cash and cash equivalents     45       26  
(Decrease) Increase in cash and cash equivalents     (2,031 )     117  
                 
Cash and cash equivalents, beginning of the year     3,087       1,260  
Cash and cash equivalents end of the period     1,056       1,377  
                 
Supplemental disclosure of cash flow information:                
Right-of-use asset recognized with corresponding lease liability     119       -  
Non-cash Issuance costs     -       5  
Receivables on account of shares     -       122  

 

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

 

5

 

 

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 a publicly-traded company whose ordinary shares were listed for trade on the Tel Aviv Stock Exchange (TASE). In March 2021, the Company completed an initial public offering on the Nasdaq Capital Market (Nasdaq), listing American Depositary Shares (ADSs), each currently representing twelve thousand (12,000) ordinary shares of no par value (for details of a ratio change in 2026 and its effect on the presentation of amounts and purchase/exercise prices of ADSs, see Note 3A below), for trade, and later voluntarily de-listed its ordinary shares from the TASE. The Company’s official address is 22 Einstein St., Ness Ziona, Israel.

 

b. Since its inception, the Company has incurred significant losses and negative cash flows from operations and as of June 30, 2026, has an accumulated deficit of USD 93,237 thousand. The Company has financed its operations mainly through fundraising from various investors. The Company’s management expects that the Company may continue to generate losses and negative cash flows from operations for the foreseeable future. In considering the Company’s expected cash usage, the Company’s cash balance as of June 30, 2026, and as of the date of approval of the financial statements is not sufficient to continue the Company’s operations for at least 12 months, which raises substantial doubt about the Company’s ability to continue as a going concern.

 

In order to continue the Company’s operations, including research and development and sales and marketing, the Company is considering financing from various sources, including capital inflows from strategic partnerships or additional investment funding (See also Note 3 and Note 12). There is no assurance that the Company will be successful in obtaining the level of financing necessary to finance its operations. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations. The condensed consolidated interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

c. In October 2023, Israel was attacked by a terrorist organization and entered a state of war. On February 28, 2026, a military operation designated as “Operation Roaring Lion” began, involving coordinated strikes by Israeli and United States forces against targets in Iran. In response, attacks were launched toward Israel and other countries in the region, including rocket fire directed at Israeli civilian areas. Hezbollah in Lebanon also joined the conflict and launched rockets toward Israel, and the Israel Defense Forces carried out strikes against Hezbollah targets in Lebanon. These developments affected economic activity in Israel, including the declaration of a state of emergency, disruptions to business operations and large-scale reserve mobilizations. Subsequently, a ceasefire was announced between the parties; however, the situation remains uncertain, and there can be no assurance that the ceasefire will be sustained. During the six months ended June 30, 2026, the impact of this war on the Company’s results of operations and financial condition was immaterial, however such impact may increase, and even become material, as a result of the continuation, escalation or expansion of such war. As of the date of the financial statements, the Company cannot reasonably estimate the potential impact of these events (which may include difficulties in raising funds and establishing new collaborations with foreign companies) on its business, financial position, or results of operations, and management continues to monitor developments.

 

6

 

 

STEAKHOLDER FOODS LTD

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Basis of preparation:

 

The condensed consolidated financial interim 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 financial statements should be read in conjunction with the Company’s 2025 annual audited consolidated financial statements and footnotes, which were filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.

 

The results of operations for the six months ended June 30, 2026 shown in these financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.

 

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, inventory write-down, 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. Inventory

 

The Company’s inventory consists of raw materials and finished goods.

 

Inventories are stated at the lower of cost or net realizable value, cost is determined using the first-in, first-out (FIFO) method and includes purchase costs and, where applicable, production costs incurred in bringing the inventory to its present location and condition.

 

Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and delivery costs.

 

  D. 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.

 

E. Significant accounting policies

 

The accounting policies applied in these interim financial statements are the same as those applied in the Company’s annual audited consolidated financial statement for the year ended December 31, 2025 except as detailed above.

 

7

 

 

STEAKHOLDER FOODS LTD

 

NOTE 3 – SHAREHOLDERS’ EQUITY

 

A. On July 27, 2026, the Company effected an adjustment to the ratio of ordinary shares to ADSs at a ratio of 3:1, such that after the ratio adjustment was affected, every 3 ADSs were consolidated into 1 ADS and each ADS now represents twelve thousand (12,000) ordinary shares, instead of four thousand (4,000) 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.

 

B. From January 1, 2026 through June 30, 2026, the Company sold 7,372 ADSs under its At-the-Market offering, generating gross proceed of approximately $0.054 million and net proceed of approximately $0.052.

 

C. On June 1, 2026, the Company entered into inducement offer letters with certain holders of existing warrants to exercise their warrants. The total immediate gross proceeds were approximately $1.1 million, and net proceeds were approximately $0.94 million. Pursuant to these agreements, the holders exercised 297,618 ADS warrants at a reduced exercise price of $3.75 per ADS. As consideration, the Company issued new warrants to purchase up to an aggregate of 595,236 ADSs at an exercise price of $3.75 per ADS, including Series C warrants exercisable through June 22, 2031 and Series D warrants exercisable through December 22, 2027, classified as equity. Underwriting discounts and other offering expenses totaled approximately $177 thousand. Due to beneficial ownership limitation provisions in the inducement letter, only 56,000 exercised warrants were immediately exercised into ADSs, while the remaining 241,618 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, 57,809 shares in abeyance were called by the holder.

 

In accordance with ASU 2021-04, the modification of the equity-classified warrants was accounted for as issuance costs of the equity instruments issued.

 

As part of the warrant exercise and new warrant allocation, the Company issued Underwriter Warrants, classified as equity, to purchase 20,833 ADSs. The Underwriter Warrants are exercisable from time to time, in whole or in part, through June 22, 2031, with an exercise price of $4.69 per ADS and remain outstanding as of the balance sheet day.

 

D. During the six months ended June 30, 2026, the Company issued 26,731 ADSs under its Any Market Purchase Agreement for proceeds of approximately USD 0.1 million.

 

The table below summarizes the Company’s underlying equity securities other than those stemming from share-based payment in ADS terms, as of June 30, 2026, and reflecting the ratio change described in Note 3A above:

 

    Warrants outstanding
as of June 30, 2026		     Exercise price in
USD		     Expiration
date
Pre-funded warrants     48,452     $ 0.03     Oct. 2035
Shares in abeyance (*)     183,809       -     -
Ordinary warrants     664,354       $4.69 - $1,200     Dec. 2027 – Jun. 2031
Total outstanding     896,615              

 

(*) See above note 3C

 

8

 

 

STEAKHOLDER FOODS LTD

 

NOTE 4 – EVENTS DURING THE PERIOD

 

A. In January 2026, following the insolvency of Twine Solutions Ltd. (“Twine”), a former wholly-owned subsidiary of the Company, as of December 2025 Twine filed a request with the Central District Court of the State of Israel to receive an order to commence proceedings pursuant to the Israeli Insolvency and Financial Rehabilitation Law, 2018. The motion was granted, and the Court issued an order commencing insolvency proceedings on February 10, 2026.

 

B. In January 2026, the Company entered into an amendment to the royalties and materials supply agreement with Wyler Farm dated May 12, 2024. Under the terms of the amendment, the Company agreed to purchase from Wyler Farm the raw materials previously acquired by Wyler for consideration of USD 34 thousand (NIS 108 thousand). In addition, the parties agreed that the Company will collect the equipment owned by the Company from Wyler Farm. The equipment and materials were received by the Company, but they were found to be unfit for use and, accordingly, were written off, resulting in a loss of approximately USD 77 thousand.

 

C. In January 2026, the Company entered into a lease agreement for office premises located in Ness Ziona, Israel. The lease term is approximately eighteen months and commenced during January 2026. The Company assessed the agreement under ASC 842 and determined it to be an operating lease. Accordingly, the Company recognized a right-of-use asset and a corresponding lease liability of approximately USD 119 thousand, based on the present value of the future lease payments as of the commencement date. Lease expense is recognized over the lease term in accordance with the provisions of ASC 842.

 

NOTE 5 – INVENTORY

 

    June 30,     December 31,  
    2026     2025  
Raw materials     59       -  
Finished goods     8       -  
      67       -  

 

The Company recorded an inventory write-off of $264 thousand during the six months period ended June 30, 2026, which is presented as cost of goods sold in the statement of operations.

 

NOTE 6 – ACCOUNT PAYABLES AND ACCRUALS

 

    June 30,     December 31,  
    2026     2025  
Accrued expenses     396       398  
Employee benefits     307       358  
Other     34       22  
      737       778  

 

9

 

 

STEAKHOLDER FOODS LTD

 

NOTE 7 – 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, 2026  
    Fair value measurements using input type  
    Fair Value     Level 1     Level 2     Level 3  
Financial Assets:                                
Marketable securities   $    *     $    *     $ -     $ -  

 

* less than $1 thousand

 

    Year ended December 31, 2025  
    Fair value measurements using input type  
    Fair Value     Level 1     Level 2     Level 3  
Financial Assets:                                
Marketable securities   $ 14     $ 14     $ -     $ -  

 

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

 

ATMOA

 

The Company’s At-the-Market Offering Agreement (ATMOA), as described in Note 3B, is, in substance, a purchased call option over the Company’s own shares. Accordingly, the ATMOA has no substantial fair value until shares are sold under the agreement. Upon the sale of shares under the ATMOA, the difference between the cash proceeds received (net of transaction costs) and the closing price of the Company’s ordinary shares on the date of issuance is recognized as financing income or expense. As of June 30, 2026, the fair value of the ATMOA is zero.

 

Fair value gain and losses arising from the ATMOA are measured with reference to the spot price of the Company’s shares sold, less consideration receivable from the ATMOA Investor.

 

10

 

 

STEAKHOLDER FOODS LTD

 

NOTE 8 – SEGMENT REPORTING

 

The Company operates and manages its business as one reportable and operating segment - development and sales of alternative proteins and 3D printing production machines. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s chief operating decision maker uses consolidated operating loss and net loss to measure segment profit or loss, allocate resources, and assess performance.

 

To make operating decisions, the CODM examines, within each operational function, the payroll and employee benefits. The accounting policies of the development and sales of 3D printing production machines and plant-based products segment are the same as those described in the summary of significant accounting policies. The CODM does not examine the segment’s assets.

 

The following table presents the operations for the reportable segment during the six months ended June 30, 2026 and 2025 (in thousands): 

 

    Six months ended
June 30,		  
    2026     2025  
Research and development - Payroll and Employee benefits     349       779  
Marketing - Payroll and Employee benefits     220       262  
General and administrative - Payroll and Employee benefits     334       392  
Depreciation and amortization expenses     167       481  
Share-based compensation expenses     72       184  
Inventory write-down     264       -  
Other operating expenses (*)     1,918       1,347  
Total operating loss     3,324       3,445  
                 
Loss (gain) from marketable securities     (3 )     36  
Interest income             (13 )
Other financial expenses (income), net     (35 )     170  
Other expenses     7       206  
Loss for the year     3,293       3,844  

 

(*) Other operating expenses include materials, directors and officers insurance, public relations and advertising, consulting and professional services, corporate costs and facility costs.

 

NOTE 9 – SHARE-BASED COMPENSATION

 

The Company has adopted a 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, 2026, there were 18,021 ADSs authorized for issuance and not yet issued under the Plan.

 

The Company has issued stock option, restricted share unit (RSU) and restricted share (RS) awards to management, other employees, consultants, and directors. These awards usually vest ratably over a three-year period and the option awards usually expire after a term of four years from the date of grant. During the first six months of 2026, the Company allocated stock options vesting into 3,333 ADSs to a consultant, and RSs vesting into 45,000 ADSs to an officer and employees.

 

RSUs represent the right to receive ADSs upon vesting and do not convey shareholder rights until settlement. RS awards represent issued shares that are subject to forfeiture until vested and generally convey shareholder rights, including voting and dividend rights, from the date of grant, subject to the terms of the applicable award agreements.

 

11

 

 

STEAKHOLDER FOODS LTD

 

NOTE 9 – SHARE-BASED COMPENSATION (CONT.)

 

The fair value of the Company’s stock options granted to a consultant for the six months ended June 30, 2026 was estimated using the following assumptions:

 

    2026
Expected volatility   105.25%
Risk free interest rate   3.91%
Expected dividend   -
Expected term (in years)   4

 

The expected volatility was determined on the basis of a weighted-average share price volatility of the Company, 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 employees, directors, and consultants options granted under the Company’s options plan during the six months ended June 30, 2026 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, 2026     7,543,770       0.57       5.1       0.023  
Granted     40,000,000       0.0000025       3.75       0.0001  
Expired     (448,000 )     0.48       -       -  
Outstanding at June 30, 2026     47,095,770       0.09       3.92       0.004  
Vested and expected to vest at end of period     47,095,770       0.09       3.92       -  
Exercisable at June 30, 2026     13,792,437       0.3       4.35          

 

Transactions related to restricted share units (RSUs) during the six months ended June 30, 2026, were as follows:

 

   

Number of

RSU

    

Weighted

average

grant date
fair value

(USD)

  
Outstanding at January 1, 2026     124,128,000       0.002  
Granted     -       -  
Vested     (40,744,000 )     0.003  
Forfeited     (51,192,000 )     0.001  
Outstanding at June 30, 2026     32,192,000       0.01  

 

12

 

 

STEAKHOLDER FOODS LTD

 

NOTE 9 – SHARE-BASED COMPENSATION (CONT.)

 

Transactions related to restricted stocks (RSs) during the six months ended June 30, 2026, were as follows:

 

    Number of
RS		    

Weighted

average

grant date
fair value

(USD)

  
Outstanding at January 1, 2026     -       -  
Granted     540,000,000       0.0004  
Vested     (90,000,000 )     0.0004  
Forfeited     -       -  
Outstanding at June 30, 2026     450,000,000       0.0004  

 

The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the six months ended June 30, 2026 and 2025 amounted to approximately USD 72 thousand and USD 184 thousand, respectively.

 

NOTE 10 - BASIC AND DILUTED NET LOSS PER ORDINARY 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,

  
    2026    

2025

  
             
Net loss attributable to ordinary shareholders     3,293       3,844  
                 
Weighted-average shares used in computing net loss per share, basic and diluted     6,780,167,748       544,608,702  
                 
Net loss per share, basic and diluted     0.0005       0.0071  

 

In computing diluted loss per share for the six months ended June 30, 2026 and 2025, no account was taken of the potential dilution that could occur upon the exercise of warrants, or securities granted under employee share incentive plans, amounting to 708,192 and 35,448 ADSs outstanding, respectively, since they have an anti-dilutive effect on net loss per share.

 

13

 

 

STEAKHOLDER FOODS LTD

 

NOTE 11 – 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, 2026 and 2025, the Company incurred net expenses of USD 261 thousand and USD 358 thousand, respectively, for directors fees and share-based compensation in the condensed consolidated interim financial statement of comprehensive loss.

 

In March 2026, the Company entered into an agreement to sublet of office and meeting room space from Kaiser Kaufman law firm in Ramat Gan, Israel at an annual rate of approximately USD 33 thousand. The Company requires this space in order to meet its expanding office space needs, and due to the property’s central location.

 

NOTE 12 – SUBSEQUENT EVENTS

 

A. On July 27, 2026, the Company effected an adjustment to the ratio of ordinary shares to ADSs. For more details regarding the adjustment to the ratio of ordinary shares to ADSs and the related retrospective adjustment of share and per share amounts, see Note 3A.

 

B. In July 2026, the Company issued 132,072 ADSs under its Any Market Purchase Agreement for proceeds of approximately USD 0.4 million.

 

C. Subsequent to the balance sheet date, warrant holders exercised investor warrants in an aggregate amount of approximately $0.8 million, before deduction of placement agent fees.

 

D. On July 31, 2026, the Company entered into a securities purchase agreement with an accredited investor in a private placement financing. Under the agreement, the Company agreed to issue pre-funded warrants to purchase up to 1,750,000 ADSs, Series E warrants to purchase up to 1,750,000 ADSs and 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 offering closed on August 3, 2026. Gross proceeds were approximately $3.5 million, before deduction of placement agent fees and other offering expenses in the amount of approximately $0.4 million, for net proceeds of approximately $3.1 million. The Company intends to use the net proceeds for research and development, business growth, working capital and general corporate purposes.

 

The pre-funded warrants are immediately exercisable at an exercise price of $0.01 per ADS. The Series E and Series F warrants have an exercise price of $2.00 per ADS and become exercisable upon approval by a general meeting of shareholders of an increase in the Company’s authorized share capital.

 

14

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, 2025, filed with the Securities and Exchange Commission, or the SEC, on April 30, 2026, or the Annual Report, including the consolidated annual financial statements as of December 31, 2025 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, our estimates regarding our expenses, future revenue, capital requirements and needs for additional financing; our expectations regarding the success of the alternative protein manufacturing technologies we are commercializing; our research and development activities associated with technologies for alternative protein manufacturing, including three-dimensional production, which involves a lengthy and complex process; our expectations regarding sales of products based on our alternative protein technologies; our ability to successfully manage our planned growth, and any future acquisitions, joint ventures, collaborations or similar transactions; the competitiveness of the market for our alternative protein technologies; our ability to obtain and enforce our intellectual property rights and to operate our business without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties; our ability to predict and timely respond to preferences for alternative proteins and new trends; our ability to attract, hire and retain qualified employees and key personnel; our ability to identify, evaluate and complete any strategic alternative or acquisition that yields value for our shareholders; our ability to maintain the listing of our ADSs on Nasdaq; security, political and economic instability in the Middle East that could harm our business, including due to the current security situation in Israel; 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 us to predict their occurrence or how they will affect us. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our 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, we caution you not to place undue reliance on our forward-looking information and statements. We disclaim 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 company that initiated activities in 2019 and are listed on the Nasdaq Capital Market under the ticker “STKH”. We are focusing on utilizing advanced technologies to revolutionize the food industry, and are preparing to launch PerfectaTM Premium Plant-Based Meat in the U.S. market in the second half of 2026, under the slogan “Plant-Based Meat, Perfected!” Perfecta will be positioned as a next-generation, plant-based protein platform, expanding across multiple protein analog categories and designed to address the primary barriers limiting plant-based category expansion, namely taste, texture, and the experience of eating a whole cut of meat. Perfecta’s 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, together with brand and marketing support to drive awareness and establish repeat purchase momentum.

 

We are also focused on developing and selling 3D-printing production machines, and have developed alternative protein machinery, 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 provide production technology and associated supplies needed to commercially produce structured alternative protein products. To that end, we have developed three-dimensional printing capabilities that can mimic meat and seafood texture, flavor, nutritional values and more. Our initial business-to-business 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. These first commercial offerings are 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.

 

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

 

Recent Developments

 

May 2026 Warrant Repricing

 

On May 29, 2026, we entered into inducement offer letter agreements, or the Inducement Letters, with certain holders, or the Holders, of certain of our existing warrants to purchase up to 297,618 ADS, or the Existing Warrants, and collectively, the Warrant Repricing.

 

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Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 297,618 ADSs at a reduced exercise price of $3.75 per ADS, in consideration of our agreement to issue two new series of warrants, or the New Warrants, to purchase up to an aggregate of 595,236 ADSs, or the New Warrant Shares, at an exercise price of $3.75 per ADS, which are exercisable until (i) with respect to Series C Warrants to purchase an aggregate of 198,412 ADSs, the five (5) year anniversary of the effective date of a resale registration statement covering the ordinary shares underlying the ADSs issuable upon the exercise of the New Warrants, or the Warrant Repricing Resale Effective Date, and (ii) with respect to Series D Warrants to purchase an aggregate of 396,824 ADSs, the eighteen (18) month anniversary of the Warrant Repricing Resale Effective Date. We received aggregate gross proceeds of approximately $1.1 million from the Warrant Repricing, before deducting placement agent fees and other offering expenses payable by us.

 

We engaged the Placement Agent to act as our exclusive placement agent in connection with the transactions contemplated by the Inducement Letters and we paid the Placement Agent a cash fee equal to 7.5% of the aggregate gross proceeds received from the Warrant Repricing. We also issued to the Placement Agent or its designees the Placement Agent Warrants to purchase up to 20,833 ADSs (representing 7.0% of the Existing Warrants exercised), which have the same terms as the Series C Warrants except the Placement Agent Warrants have an exercise price equal to $4.6875 per ADS (125% of the reduced exercise price of the Existing Warrants). The Placement Agent Warrants are exercisable from the date of issuance until the five (5) year anniversary of the Warrant Repricing Resale Effective Date. The closing of the transactions contemplated pursuant to the Inducement Letters occurred on June 1, 2026.

 

As of the date of this Report of Foreign Private Issuer on Form 6-K, Series D Warrants have been exercised into an aggregate of 223,206 ADSs for aggregate gross proceeds of $0.8 million.

 

Equity Line

 

On February 27, 2025, we entered into an At-the-Market Offering Agreement, or the ATMOA, as amended, with Alumni Capital, LP, or the Investor, establishing an $8.0 million equity line of credit, or the Commitment Amount. Pursuant to the ATMOA, we have the right, but not the obligation, to direct the Investor to purchase, and the Investor is obligated to purchase upon our notice, up to an aggregate of $8.0 million of our ADSs until the earlier of: (i) the date on which the ADSs cease trading on Nasdaq, (ii) the date on which the Investor shall have purchased securities pursuant to ATMOA for an aggregate purchase price of the Commitment Amount, or (iii) 5:00 p.m. Eastern Time on June 30, 2027. The purchase price for each purchase notice is equal to lowest price at which the ADSs are traded between 9:30 a.m., New York time and 4:00 p.m., New York time, on the day a purchase notice is provided, with respect to the purchase notice, provided that the purchase notice is received by 1:00 p.m., or during the same hours the following business day otherwise. During the six months ended June 30, 2026 and from July 1, 2026 through the date of this Report of Foreign Private Issuer on Form 6-K, we issued an aggregate of 26,731 ADSs and 132,072 ADSs, respectively, pursuant to the ATMOA, resulting in aggregate gross proceeds of approximately $0.1 million and $0.4 million, respectively.

 

July 2026 Private Placement

 

On July 31, 2026, we entered into a securities purchase agreement pursuant to which we agreed to sell and issue in a private placement, or Private Placement, Pre-Funded Warrants to purchase up to 1,750,000 ADSs, Series E Warrants to purchase up to 1,750,000 ADSs and Series F Warrants to purchase up to 1,750,000 ADSs, for aggregate gross proceeds of approximately $3.5 million and net proceeds of approximately $3.1 million, at a combined purchase price of $1.99 per Pre-Funded Warrant and accompanying warrants. On August 3, 2026, the Private Placement closed.

 

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The Series E Warrants have an exercise price of $2.00 per ADS, will be exercisable on or after the date on which a general meeting of our shareholders approve an increase to the number of our authorized but unissued shares to reach at least a number of shares equal to the aggregate number of ordinary shares underlying the ADSs issuable upon the exercise of the Series E Warrants and Series F Warrants, or the Authorized Share Increase Date, and will expire on the 18-month anniversary of the later of: (i) the effective date of a resale registration statement, or the PIPE Resale Registration Statement, covering the ordinary shares underlying the ADSs issuable upon the exercise of the Pre-Funded Warrants, Series E Warrants and Series F Warrants, or the PIPE Resale Effective Date, and (ii) the Authorized Share Increase Date. The Series F Warrants have an exercise price of $2.00 per ADS, will become exercisable on the Authorized Share Increase Date and will expire on the five-year anniversary of the later of: (i) the PIPE Resale Effective Date, and (ii) the Authorized Share Increase Date. The Pre-Funded Warrants have an exercise price of $0.01 per ADS, are immediately exercisable upon issuance and remain exercisable until exercised in full. On August 17, 2026, we filed the PIPE Resale Registration Statement, which has not yet been declared effective by the Securities and Exchange Commission as of the date of this report. On August 11, 2026, we announced that we will hold a Special General Meeting of Shareholders on September 15, 2026 to approve an increase in our authorized share capital.

 

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, except with respect to the Pre-Funded Warrants, if their allocation has been ratified by a general meeting of our shareholders. 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.

 

The Company also entered into a letter agreement on May 20, 2025, as amended on September 29, 2025 and on May 29, 2026 with H.C. Wainwright & Co., LLC, or the Placement Agent, pursuant to which the Placement Agent served as the exclusive placement agent for the Company in connection with the Private Placement. The Company paid the Placement Agent in connection with the Private Placement a placement agent fee equal to 7.5% of the gross proceeds from the sale of the securities in the Private Placement, a non-accountable expense allowance of $25,000, and legal fees and expenses of $50,000. The Placement Agent or its designees also received the Placement Agent Warrants to purchase up to an aggregate of 122,500 ADSs on substantially the same terms as the Series F Warrants, except that the exercise price thereunder is $2.50 per share. Upon any exercise of the Series E and Series F Warrants issued in the Private Placement 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 additional Placement Agent Warrants to purchase up to 7.0% of the number of ordinary shares issuable upon the cash exercise of the Series E and Series F Warrants.

 

Under the Purchase Agreement, we have 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, we 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.

 

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

 

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Investor Warrant Exercises

 

From July 1, 2026 through the date of this Report of Foreign Private Issuer on Form 6-K, we issued an aggregate of 223,206 ADSs to investors who exercised investor warrants, resulting in aggregate gross and net proceeds of approximately $0.8 million. 

 

ADS Ratio Change 

 

Effective as of July 27, 2026, we adjusted the ratio of the ADSs in relation to the Ordinary Shares, or the ADS Ratio Change. The adjustment changed the ratio from one ADS representing four thousand (4,000) Ordinary Shares to a new ratio of one ADS representing twelve thousand (12,000) Ordinary Shares. This ratio adjustment essentially served as a one-for-three reverse ADS split for ADS holders.

 

Unless otherwise noted, the financial information, share numbers, option numbers, warrant numbers, other derivative security numbers and exercise prices appearing in this report, including those as of dates prior to the completion of the ADS Ratio Change, have been adjusted to give effect to the ADS Ratio Change.

 

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 22 Einstein St., Ness Ziona, Israel. The phone number at our principal executive offices is +972-8-794-0000.

 

Results of Operations

 

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

 

Cost of Goods Sold. In the six-month period ended June 30, 2026, the cost of goods sold was first recognized in relation to inventory production that began during the aforementioned period, in the amount of $0.3 million. The cost of goods sold is a result of an inventory write-off.

 

Research and Development Expenses. Research and Development expenses decreased by 33%, from $1.2 million in the six-month period ended June 30, 2025 to $0.8 million in the six-month period ended June 30, 2026. The decrease was primarily attributable to lower manpower-related expenses.

 

Marketing Expenses. Marketing expenses increased by 50%, from $.04 million in the six-month period ended June 30, 2025 to $0.6 million in the six-month period ended June 30, 2026. The increase resulted mainly from higher public relations and marketing consulting expenses incurred in connection with our U.S. market entry activities, which commenced during the aforementioned period.

 

General and Administrative Expenses. General and administrative expenses decreased by 19%, from $1.9 million in the six-month period ended June 30, 2025 to $1.6 million in the six-month period ended June 30, 2026. The decrease resulted mainly from a decrease in depreciation expenses.

 

Financial Income, Net. Net financial income of $0.04 million was recorded in the six-month period ended June 30, 2026, compared to net financial expenses of $0.2 million in the six-month period ended June 30, 2025. The change resulted mainly from finance expenses arising from the payment of a commitment fee related to an equity line of credit agreement in 2025, with no impact in 2026.

 

Total comprehensive loss. The total comprehensive loss decreased by 15%, from $3.8 million in the six-month period ended June 30, 2025 to $3.3 million in the six-month period ended June 30, 2026.

 

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Liquidity and Capital Resources

 

As of June 30, 2026, we had $1.1 million in cash and cash equivalents, compared to $3.1 million as of December 31, 2025. The decrease resulted mainly from our ongoing operations, offset by the proceeds of issuances and exercise of warrants in the first half of 2026. Subsequent to the balance sheet date, we raised an additional $4.7 million in the sale of PFWs and investor warrants, the exercise of existing investor warrants and the use of an equity line of credit. The current balance of cash and cash equivalents is not sufficient to continue our operations for at least 12 months from the date of approval of the financial statements. As a result, there is substantial doubt about our ability to continue as a going concern.

 

Net cash used in operating activities

 

For the six months ended June 30, 2026, we used cash in the amount of $3.3 million in our operating activities, compared to $2.8 million for the six months ended June 30, 2025. This increase was primarily attributable to additional expenses incurred during the six months ended June 30, 2026 in connection with the commencement of production activities for products intended for distribution in the United States through a third-party manufacturing contractor.

 

Net cash used in investing activities

 

For the six months ended June 30, 2026, our net cash provided by investing activities totaled $0.1 million, compared to $1.5 million used for investing activities in the six months ended June 30, 2025. The change is mainly due to an investment in a convertible loan in 2025, which had no impact on cash flows in 2026.

 

Net cash provided by financing activities

 

For the six months ended June 30, 2026, our net cash provided by financing activities was in the amount of $1.1 million, compared to $4.4 million for the six months ended June 30, 2025. The decrease resulted from the difference between the proceeds from issuance of shares and warrants in and a convertible loan agreement into which we entered in 2025 and the proceeds from the issuance and exercise of warrants in 2026.

 

We do not currently have any specific commitments or plans for acquisitions; to the extent we do engage in acquisitions, we will do so after ensuring that we will have sufficient funds available to meet our capital requirements, and such acquisitions are likely to affect our projected cash needs. To meet future capital needs, we would need to raise additional capital through equity or debt financing or other strategic transactions. However, any such financing may not be on favorable terms or even available to us. Our failure to obtain sufficient funds on commercially acceptable terms when needed would have a material adverse effect on our business, results of operations and financial condition. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and the actual amount of our expenses could vary materially and adversely as a result of a number of factors. We have based our estimates on assumptions that may prove to be wrong, and our expenses could prove to be significantly higher than we currently anticipate.

 

Our future capital requirements will depend on many factors, including, but not limited to: 

 

●the progress and costs of our commercialization activities;

 

●the costs of development and expansion of our operational infrastructure;

 

●the costs and timing of developing technologies sufficient to allow food production equipment manufacturers and food manufacturers to product products compliant with applicable regulations;

 

●our ability, or that of our collaborators, to achieve development milestones and other events or developments under potential future licensing agreements;

 

●the amount of revenues and contributions we receive under future licensing, collaboration, development and commercialization arrangements with respect to our technologies;

 

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●the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

 

●the costs of contracting with third parties to provide sales and marketing capabilities for us or establishing such capabilities ourselves, once our technologies are developed and ready for commercialization;

 

●the costs of acquiring or undertaking development and commercialization efforts for any future products or technology;

 

●the magnitude of our general and administrative expenses; and

 

●any additional costs that we may incur under future in- and out-licensing arrangements relating to our technologies and futures products.

 

Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through capital raising or capital inflows from strategic partnerships. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available on favorable terms, or at all, we may be required to delay, reduce the scope of or eliminate research or development efforts or plans for commercialization with respect to our technologies and make necessary change to our operations to reduce the level of our expenditures in line with available resources.

 

We are a technology company in an early stage of commercialization, and it is not possible for us to predict with any degree of accuracy the outcome of our research and development efforts. As such, it is not possible for us to predict with any degree of accuracy any significant trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net loss, liquidity or capital resources, or that would cause financial information to not necessarily be indicative of future operating results or financial condition. However, to the extent possible, certain trends, uncertainties, demands, commitments and events are described herein.

 

Since inception, we have incurred significant losses and negative cash flows from operations and have an accumulated deficit of $93.2 million as of June 30, 2026. We have financed our operations mainly through fundraising from various investors.

 

Management’s plans include continuing to secure sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If we are unsuccessful in securing sufficient financing, we may need to cease operations.

 

Subsequent to the balance sheet date, in July and August 2026, we raised an additional $4.3 million (net) in the sale of PFWs and investor warrants (see “Recent Developments—July 2026 Private Placement” above for additional information), the exercise of existing investor warrants issued in the Warrant Repricing (see “Recent Developments—May 2026 Warrant Repricing” above for additional information), the use of an equity line of credit (see “Recent Developments—Equity Line” above for additional information), and the exercise of investor warrants (see “Recent Developments—Investor Warrant Exercises” above for additional information). As a result of these transactions, we estimate that our shareholders’ equity, as of June 30, 2026 (as adjusted to reflect the foregoing transactions to date), would have been approximately $6.57 million, which exceeds the Nasdaq Capital Market's $2.5 million minimum shareholders' equity requirement for continued listing. Accordingly, we believe that we are in compliance with the applicable shareholders’ equity requirement.

 

Our financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should we fail to operate as a going concern.

 

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 other than as described in Note 2B in our Unaudited Condensed Consolidated Financial Statements as at June 30, 2026.

 

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Risk Factors

 

Except as set forth below and as otherwise disclosed in our other filings made with the Securities and Exchange Commission on or prior to the date of this Report of Foreign Private Issuer on Form 6-K, there have been no material changes to the risk factors previously disclosed in the Annual Report.

 

If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our ADSs may be delisted and the price of our ADSs and our ability to access the capital markets could be negatively impacted.

 

Nasdaq has established certain standards for the continued listing of a security on the Nasdaq Capital Market. The standards for continued listing include, among other things, that the minimum bid price for the listed securities not fall below $1.00 per share for a period of 30 consecutive trading days, that we maintain a minimum of $2,500,000 in shareholders’ equity and that our Market Value of Listed Securities, or MVLS, not fall below $5.0 million for a period of 30 consecutive trading days, as further discussed below.

 

We have in the past fallen out of compliance with certain continued listing standards, including the minimum bid price requirement, although we have subsequently been able to regain compliance. No assurance, however, can be given that we will continue to be in compliance with the continued listing requirements of the Nasdaq Capital Market. Failure to meet applicable Nasdaq continued listing standards could result in a delisting of our ADSs. A delisting of our ADSs from Nasdaq could materially reduce the liquidity of our ADSs and result in a corresponding material reduction in the price of our ADSs. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors and employees and fewer business development opportunities.

 

On July 22, 2026, the SEC approved a new Nasdaq continued listing requirement applicable to companies listed on the Nasdaq Stock Market that would require listed companies to maintain a minimum MVLS of at least $5.0 million. Under the approved rule, if a company’s MVLS remains below $5.0 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination and immediately suspend trading in the company’s securities and commence delisting proceedings. Unlike many other Nasdaq continued listing standards, the rule does not provide a compliance or cure period before a delisting determination is issued. Although a company may appeal a delisting determination, the appeal generally does not stay the suspension of trading, and the company’s securities would generally trade on an over-the-counter market during the appeals process. In addition, any exception that may be granted by a Nasdaq Hearings Panel is limited. In particular, the Hearings Panel may grant an exception of up to 180 days only if the company demonstrates that it can satisfy Nasdaq’s applicable initial listing requirements, which are generally more stringent than Nasdaq’s continued listing standards. As a result, companies subject to a delisting determination under the MVLS rule may have fewer opportunities to regain compliance than under other Nasdaq continued listing requirements.

 

However, on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the approval order and, pursuant to Rule 431(e) of the SEC’s Rules of Practice, the effectiveness of the approval order was automatically stayed pending further review by the SEC. As a result, the ultimate implementation, timing and scope of the MVLS requirement remain uncertain. As of August 20, 2026, our MVLS was approximately $4.8 million, which is below the $5.0 million threshold contemplated by the rule. Accordingly, if the stay is lifted, the rule becomes effective and we are unable to satisfy the MVLS requirement, our securities would become subject to suspension and delisting from Nasdaq. Any such suspension or delisting could materially reduce the liquidity and market price of our ADSs, impair our ability to raise additional capital, reduce investor interest in our securities and adversely affect our business, financial condition and prospects.

 

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Source: View Original Filing on SEC EDGAR

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