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 OCTOBER 2023
COMMISSION FILE NUMBER 001-40173
Steakholder Foods Ltd.
(Translation of registrant’s name into English)
Steakholder Foods Ltd.
5 David Fikes St., Rehovot 7632805 Israel
+972-73-541-2206
(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
On October 31, 2023, Steakholder Foods Ltd. issued a press release:
“Steakholder Foods® Announces Receipt of Nasdaq Minimum Bid Price Notification”. A copy of this press release is furnished
herewith as Exhibit 99.1.
This Form 6-K is hereby incorporated by reference into the
Company’s registration statements on Form
F-3 (File No. 333-264110) and Form S-8 (File Nos. 333-255419,
333-267045 and 333-271112).
EXHIBIT INDEX
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.
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Steakholder Foods Ltd. |
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By: |
/s/ Arik Kaufman |
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Name: |
Arik Kaufman |
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Title: |
Chief Executive Officer |
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Date: October 31, 2023 |
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3
Exhibit 99.1
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Eat
meat sustainably.
Be
a Steakholder. |
Steakholder Foods®
Announces Receipt of Nasdaq Minimum Bid Price Notification
Rehovot, Israel, October 31, 2023
– Steakholder Foods Ltd. (Nasdaq: STKH), an international deep-tech food company at the forefront of the cultivated meat industry,
today announced that it has received a letter from the Nasdaq Listing Qualifications, indicating that the Company is not in compliance
with the minimum bid price requirement for continued listing set forth in Listing Rule 5550(a)(2), which requires listed securities to
maintain a minimum bid price of $1.00 per share.
The letter, which has no immediate
effect on the Company’s Nasdaq listing or the trading of its American Depositary Shares (ADSs), states that the Company has a compliance
period of 180 calendar days (until April 29, 2024) to regain compliance with the minimum bid price requirement. The Company can regain
compliance if, at any time during this 180-day period, the closing bid price of its ordinary shares is at least $1.00 for a minimum of
ten consecutive business days, in which case the Company will be provided with a written confirmation of compliance and this matter will
be closed.
The Company intends to monitor the
closing bid price of its ADSs to allow a reasonable period for the price to rebound from its recent decline, while also considering its
available options to regain compliance, including changing the ratio between its ADSs and ordinary shares.
In the event the Company does not regain
compliance after the initial 180-day period, the Company may then be eligible for an additional time if it meets the continued listing
requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception
of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance
period. If the Company cannot demonstrate compliance by the end of the 180-day period, the Nasdaq’s staff will notify the Company
that its ordinary shares are subject to delisting.
During the grace period, as may be
extended, the ADS will continue to trade on the Nasdaq Capital Market under the symbol “STKH”.
About Steakholder Foods
Steakholder Foods Ltd., is an international
deep-tech food company at the forefront of the cultured meat revolution. The company-initiated activities in 2019 and is listed on the
Nasdaq Capital Market under the ticker “STKH”, with headquarters in Rehovot, Israel.The company is developing a slaughter-free
solution for producing cellular agriculture meat products, such as beef and seafood, by offering manufacturers the ability to produce
a cultivated meat product that aims to closely mimic the taste, texture, and appearance of traditional meat— as an alternative to
industrialized farming and fishing. With its membership in the UN Global Compact, Steakholder Foods is committed to act in support of
issues embodied in the United Nations Sustainable Development Goals (SDGs) which include strengthening food security, decreasing carbon
footprint, and conserving water and land resources.
For more information, please visit:
https://steakholderfoods.com
Nasdaq listed |
5 David Fikes St. |
PO Box 4061 Ness Ziona |
www.steakholderfoods.com |
STKH |
Rehovot, 7632805 Israel |
Israel +972-73-332-2853 |
info@steakholderfoods.com |
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Eat
meat sustainably.
Be
a Steakholder. |
Forward-Looking Statements
This press release contains 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, Steakholder Foods’ expectations regarding
the success of its cultured meat manufacturing technologies it is developing, which will require significant additional work before Steakholder
Foods can potentially launch commercial sales; Steakholder Foods’ research and development activities associated with technologies
for cultured meat manufacturing, including three-dimensional meat production, which involves a lengthy and complex process; Steakholder
Foods’ ability to obtain and enforce its intellectual property rights and to operate its business without infringing, misappropriating,
or otherwise violating the intellectual property rights and proprietary technology of third parties; and other risks and uncertainties,
including those identified in Steakholder Foods’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with
the Securities and Exchange Commission on April 4, 2023. New risks and uncertainties may emerge from time to time, and it is not possible
for Steakholder Foods to predict their occurrence or how they will affect Steakholder Foods. If one or more of the factors affecting Steakholder
Foods’ forward-looking information and statements proves incorrect, then Steakholder Foods’ actual results, performance or
achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this
press release. Therefore, Steakholder Foods cautions you not to place undue reliance on its forward-looking information and statements.
Steakholder Foods disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results
or changes in the factors affecting the forward-looking statements, except as specifically required by law. Steakholder Foods is not yet
able to estimate the intensity and duration of the 2023 Israel-Hamas War, or the resulting impact it may have on its business and operations.
The Company’s anticipation could be affected, materially, by various factors which are external events beyond the Company’s control.
Press Contact: |
Investor Contacts:
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Maissa Dauriac
Rainier Communications
mdauriac@rainierco.com
Tel: +1-818-642-5257 |
Steakholder Foods
Investors@steakholderfoods.com
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Nasdaq listed |
5 David Fikes St. |
PO Box 4061 Ness Ziona |
www.steakholderfoods.com |
STKH |
Rehovot, 7632805 Israel |
Israel +972-73-332-2853 |
info@steakholderfoods.com |
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