Armistice Capital and Steven Boyd Report 106,596 ADSs in STKH

Rhea-AI Filing Summary

Armistice Capital and Steven Boyd report shared beneficial ownership of 106,596 American Depositary Shares of Steakholder Foods Ltd., representing 4.99% of the class. Armistice Capital, a Delaware investment adviser, manages the Master Fund that directly holds the shares and, under its investment management agreement, exercises shared voting and dispositive power over those shares. Steven Boyd, as managing member of Armistice Capital, is also reported as having shared voting and dispositive power. No sole voting or sole dispositive power is claimed and the Master Fund disclaims direct beneficial ownership due to the management agreement.

Positive

• Transparent disclosure of a 4.99% position by Armistice Capital and Steven Boyd, meeting Schedule 13G/A reporting requirements
• Shared voting and dispositive power is explicitly stated, clarifying the nature of control over the holdings

Negative

• No sole voting or dispositive power reported, indicating limited unilateral influence over corporate decisions
• Master Fund disclaims direct beneficial ownership due to the investment management agreement, which may complicate attributions of ownership

Insights

Financial Analyst

TL;DR: Reporting persons hold a sub-5% stake with shared control, indicating a notable position but not triggering control thresholds.

The filing documents that Armistice Capital, via its Master Fund, holds 106,596 ADSs (4.99%). The position is reported as shared voting and dispositive power; no sole control is asserted. For investors, this is a meaningful disclosure of a concentrated position without an intent to influence control. The percentage is below typical Schedule 13D thresholds, so regulatory and strategic implications are limited to transparency rather than control actions.

Corporate Governance Expert

TL;DR: Shared voting power is disclosed; governance influence appears limited given lack of sole voting or dispositive authority.

The filing clarifies that Armistice Capital exercises voting and investment power under an investment management agreement and that the Master Fund disclaims direct beneficial ownership because of that agreement. Steven Boyd is identified as managing member and co-filer. The joint filing language and certifications conform to Schedule 13G/A requirements and indicate ordinary-course investment activity rather than a control-seeking posture.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Steakholder Foods Ltd.

(Name of Issuer)

American Depositary Shares, each representing ten ordinary shares, no par value per share

(Title of Class of Securities)

583435300

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 583435300

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 106,596.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 106,596.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

106,596.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 583435300

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 106,596.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 106,596.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

106,596.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Steakholder Foods Ltd.
(b)	Address of issuer's principal executive offices: 5 DAVID FIKES ST.,, REHOVOT, Israel, 7632805
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: American Depositary Shares, each representing ten ordinary shares, no par value per share
(e)	CUSIP No.: 583435300
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 106,596
(b)	Percent of class: 4.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 106,596
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 106,596 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

Who filed the Schedule 13G/A for Steakholder Foods (STKH)?

The filing was made jointly by Armistice Capital, LLC and Steven Boyd (the reporting persons).

How many shares and what percent of class do the reporting persons own in STKH?

They report beneficial ownership of 106,596 ADSs, representing 4.99% of the class.

Do the reporting persons claim sole voting or dispositive power over the STKH shares?

No. The filing states 0 sole voting power and 0 sole dispositive power; all reported power is shared.

What entity directly holds the reported shares?

The direct holder is the Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager.

Does the Master Fund claim beneficial ownership of the shares?

The Master Fund specifically disclaims beneficial ownership of the securities by virtue of its investment management agreement.

When was the statement signed?

The signatures in the filing are dated August 14, 2025.