Steakholder Foods .(STKH) - 2024 Q4 - Annual Report

PART I Key Information This section outlines primary risks to the company's business, financial condition, and stock ownership, including going concern issues Risk Factors The company faces substantial financial, operational, and geopolitical risks, including going concern issues and market volatility - The company's financial statements raise substantial doubt about its ability to continue as a going concern due to recurring operating losses and an accumulated deficit of approximately $78.7 million as of December 31, 2024[44] - The business relies entirely on unproven alternative protein manufacturing technologies in a nascent 3D-printed protein market[48][61] - Operations are significantly exposed to political, economic, and military conditions in Israel, including the ongoing war with Hamas[131][133][134] - Ownership of ADSs carries risks including price volatility, potential Nasdaq delisting, and limited rights for ADS holders[33][153][160] Information On The Company Steakholder Foods is a Nasdaq-listed deep-tech food company focused on developing and commercializing alternative protein technology History and Development of the Company Steakholder Foods, incorporated in 2018, pivoted to cultured meat technology in 2019, listed on Nasdaq in 2021, and secured recent financing - The company completed its initial public offering on the Nasdaq Capital Market in March 2021 and its ticker is STKH[171] - In late 2024, the company received its first purchase orders for proprietary plant-based premixes from Bondor Foods Ltd and Wyler Farm Ltd[179] - In December 2024, the company signed a Memorandum of Understanding with Vegefarm Co Ltd of Taiwan for the sale of its MX200 3D printer and raw materials[181] - In the first quarter of 2025, the company raised approximately $1.25 million through a private placement and established an $8 million equity line of credit[182][183] Business Overview Steakholder Foods operates as a B2B deep-tech food company, providing 3D printers and proprietary plant-based premixes for alternative protein production - The company's business model is business-to-business (B2B), focusing on selling 3D printers and associated premix supplies to food production companies[173][231] - Core technology includes two types of 3D printers: a meat printer using Fused Paste Layering (FPL) and a fish printer using Drop Location in Space (DLS) technology[197][198] - The company is developing a future pipeline of hybrid products that combine plant-based ingredients with cultivated animal cells to improve meatiness, taste, and texture[212] - The intellectual property portfolio consists of 15 patents and pending applications covering printer components, tissue manipulation methods, and final consumable products[110][237] Operating And Financial Review And Prospects In fiscal year 2024, Steakholder Foods generated its first revenues but continued to incur losses, leading to substantial doubt about its going concern ability Operating Results For fiscal year 2024, the company reported initial revenues of $10 thousand and a reduced operating loss of $8.5 million due to significant cost-cutting Summary of Operations (in thousands USD) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenue | $10 | $ - | $ - | | Gross loss | $12 | $ - | $ - | | Research and development | $3,518 | $7,095 | $6,529 | | Marketing (incl. related party) | $1,364 | $2,682 | $5,084 | | General and administrative | $3,582 | $4,401 | $5,485 | | Total operating loss | $8,476 | $14,178 | $17,098 | | Loss from continuing operations | $8,521 | $15,547 | $14,533 | | Loss for the year | $8,521 | $16,864 | $21,859 | - Research and development expenses decreased by 50.4% to $3.5 million in 2024, mainly due to reduced payroll, materials, and a grant from SIIRD[289] - Marketing expenses decreased by 49.1% to $1.4 million in 2024, due to reductions in professional services and personnel costs[291] Liquidity and Capital Resources The company's liquidity is under pressure with cash decreasing to $1.3 million, leading to substantial doubt about its ability to continue as a going concern - Management has expressed substantial doubt about the company's ability to continue as a going concern, as existing cash is not sufficient to fund operations for at least 12 months[323][591] Summary of Cash Flows (in thousands USD) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(8,458) | $(12,727) | $(14,821) | | Net cash used in investing activities | $(956) | $(764) | $(3,591) | | Net cash provided by financing activities | $6,384 | $11,257 | $5,899 | | Net decrease in cash and cash equivalents | $(2,988) | $(2,036) | $(12,892) | | Cash and cash equivalents, end of year | $1,260 | $4,248 | $6,284 | - As of December 31, 2024, the company had an accumulated deficit of $78.7 million[320] - In February 2025, the company secured approximately $1.25 million through a private placement and established an $8 million equity line of credit to support future capital needs[323][720] Directors, Senior Management and Employees This section details the company's leadership, compensation practices, board structure, and employee count Directors and Senior Management The company's executive officers include CEO Arik Kaufman, with the Board of Directors chaired by Yaron Kaiser and comprising three independent members Executive Officers and Directors | Name | Position | | :--- | :--- | | Executive Officers: | | | Arik Kaufman | Chief Executive Officer | | Oren Attiya | Vice President of Finance | | Itamar Atzmony | Chief Engineering Officer | | Non-Employee Directors: | | | Yaron Kaiser | Chairman of the Board of Directors | | David Gerbi | Director (Independent) | | Eli Arad | Director (Independent) | | Sari Singer | Director (Independent) | Compensation Aggregate compensation for executive officers and directors totaled approximately $1.4 million in 2024, with CEO Arik Kaufman receiving $587,000 - The aggregate compensation paid to executive officers and directors for the year ended December 31, 2024, was approximately $1.4 million[342] 2024 Compensation of Most Highly Compensated Office Holders (USD in thousands) | Name and Principal Position | Salary | Bonus | Equity-Based Compensation | Total | | :--- | :--- | :--- | :--- | :--- | | Mr. Arik Kaufman, Chief Executive Officer | $486 | $ - | $101 | $587 | | Mr. Yaron Kaiser, Chairman of the Board | $341 | $ - | $69 | $410 | | Mr. Itamar Atzmony, Chief Technologies Officer | $280 | $ - | $43 | $323 | | Ms. Sari Singer, Director | $50 | $ - | $60 | $110 | | Ms. Moran Attar, Former VP of Finance | $84 | $ - | $2 | $86 | - The company adopted the 2022 Share Incentive Plan to grant equity-based awards to employees, directors, and consultants[363] Board Practices The Board of Directors consists of four members across three staggered classes, maintaining Audit and Compensation Committees with independent directors - The Board of Directors consists of four directors, three of whom are independent under Nasdaq and SEC rules[389] - The Audit Committee consists of Eli Arad, Sari Singer, and David Gerbi, with Mr Arad and Mr Gerbi designated as audit committee financial experts[405] - As a foreign private issuer, the company follows Israeli home country practice for shareholder meeting quorum, requiring 25% of voting power, instead of the Nasdaq rule of 33 1/3%[162][564] Employees As of December 31, 2024, Steakholder Foods employed 24 people in Rehovot, Israel, with no collective bargaining agreements - As of December 31, 2024, the company had 24 employees based in Rehovot, Israel[271][440] - No employees are party to collective bargaining agreements, and the company has never experienced work stoppages[272][441] Beneficial Ownership of Executive Officers and Directors As of March 31, 2025, the company's directors and executive officers collectively owned 3.8% of outstanding ADSs Beneficial Ownership of Directors and Executive Officers (as of March 31, 2025) | Name of Beneficial Owner | ADSs Beneficially Owned | Percentage | | :--- | :--- | :--- | | Arik Kaufman | 78,509 | 1.9% | | Yaron Kaiser | 79,555 | 2.0% | | All directors and executive officers as a group (7 persons) | 152,986 | 3.8% | Major Shareholders and Related Party Transactions This section identifies the company's major shareholders and describes material transactions with related parties Major Shareholders Armistice Capital, LLC is the only known major shareholder with 9.99% beneficial ownership, subject to a contractual blocker provision 5% or Greater Shareholders | Name of Beneficial Owner | ADSs Beneficially Owned | Percentage | | :--- | :--- | :--- | | Armistice Capital, LLC | 346,487 | 9.99% | - Armistice Capital's beneficial ownership is limited to 9.99% due to contractual limitations on exercising warrants and calling shares in abeyance[453] Related Party Transactions Material related party transactions include employment agreements with executive officers and a services agreement with BlueSoundWaves, a fund connected to the CEO and Chairman - The company has a Services and Collaboration Agreement with BlueSoundWaves, which is considered a related party because CEO Arik Kaufman and Chairman Yaron Kaiser are founding partners[457][458] Financial Information This section covers the company's consolidated financial statements, dividend policy, and significant changes occurring after the fiscal year-end Significant Changes After fiscal year 2024, the company executed key financial moves, including securing $1.25 million in financing and restructuring its primary lease - On February 27, 2025, the company entered into a securities purchase agreement raising gross proceeds of approximately $1.25 million[465][720] - Simultaneously, on February 27, 2025, the company established an $8 million equity line of credit through an At-the-Money Offering Agreement (ATMOA)[465][720] - On March 20, 2025, the company restructured its office and lab lease, expected to eliminate a lease liability of $2.4 million as of December 31, 2024, upon termination in November 2025[466][721] The Offer and Listing The company's American Depositary Shares (ADSs) trade on Nasdaq under "STKH", with each ADS representing 100 ordinary shares - The company's American Depositary Shares (ADSs) trade on the Nasdaq under the symbol "STKH"[468] - Each ADS represents 100 ordinary shares[539] Additional Information This section provides further details on the company's share capital, articles of association, material contracts, and tax considerations Taxation The company believes it may be classified as a Passive Foreign Investment Company (PFIC) for U.S federal income tax purposes, potentially leading to adverse tax consequences for U.S Holders - The company believes it may be treated as a Passive Foreign Investment Company (PFIC) for U.S federal income tax purposes, which could lead to adverse tax consequences for U.S Holders[164][514] - The company does not currently intend to provide the information necessary for U.S Holders to make a Qualified Electing Fund (QEF) election, which is one method to mitigate adverse PFIC tax consequences[517] - Under Israeli law, capital gains for individuals on the sale of shares are generally taxed at 25%, or 30% for a "Substantial Shareholder"[486] - Dividends paid to non-Israeli residents are generally subject to a 25% withholding tax, unless a reduced rate is available under an applicable tax treaty[493] Quantitative and Qualitative Disclosure on Market Risk The company's primary market risks include liquidity risk, credit risk, and foreign currency exchange risk - The company faces liquidity risk and may be reliant on its ability to raise additional investment capital to fund its business operating plans[326] - Credit risk is mainly from cash deposits in financial institutions, which management believes are of high credit quality[327] Description of Securities Other Than Equity Securities This section details the terms of the company's American Depositary Shares (ADSs), with The Bank of New York Mellon serving as depositary ADS Holder Fees | Fee | Service | | :--- | :--- | | $5.00 (or less) per 100 ADSs | Issuance or cancellation of ADSs | | $.05 (or less) per ADS | Any cash distribution | | $.05 (or less) per ADS per year | Depositary services | PART II Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024 - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[548] - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2024[551] - The annual report does not include an auditor's attestation report on internal control over financial reporting because the company is an emerging growth company[552] Corporate Governance and Other Matters This section covers various governance topics, including auditor fees, corporate governance practices, and cybersecurity risk management Principal Accountant Fees and Services The company's independent auditor, Somekh Chaikin (KPMG), received total fees of $247,000 in 2024, primarily for audit services Accountant Fees (USD, in thousands) | | 2024 | 2023 | | :--- | :--- | :--- | | Audit fees | 218 | 329 | | Tax fees | 29 | 24 | | Total | 247 | 353 | Corporate Governance As a foreign private issuer, Steakholder Foods adheres to certain Israeli corporate governance practices that differ from Nasdaq requirements - The company follows Israeli law for shareholder meeting quorum, which requires at least 25% of voting power, instead of the Nasdaq rule requiring 33 1/3%[564] - The company follows Israeli practice for approving equity compensation plans, which may not always require shareholder approval, unlike Nasdaq rules[564] Cybersecurity The company has implemented a cybersecurity risk management program guided by the NIST Cybersecurity Framework and overseen by the Audit Committee - The company's cybersecurity program is guided by the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF)[568] - The Audit Committee has oversight of cybersecurity risk and receives regular reports from management[571] - The company has not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect its operations or financial condition[570] PART III Financial Statements This section contains the company's audited consolidated financial statements, including the auditor's report and notes Report of Independent Registered Public Accounting Firm The independent auditor issued an unqualified opinion on the financial statements but included a "Going Concern" paragraph due to significant losses and negative cash flows - The auditor's report contains a "Going Concern" paragraph, citing recurring losses and negative cash flows as raising substantial doubt about the company's ability to continue[591] Consolidated Financial Statements The consolidated financial statements for 2024 show a net loss of $8.5 million, an accumulated deficit of $78.7 million, and decreased cash and total assets Key Balance Sheet Data (in thousands USD) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | 1,260 | 4,248 | | Total current assets | 1,773 | 4,966 | | Total assets | 7,787 | 10,823 | | Total current liabilities | 1,671 | 2,485 | | Total liabilities | 3,740 | 4,941 | | Total shareholders' equity | 4,047 | 5,882 | | Accumulated deficit | (78,697) | (70,176) | Key Statement of Comprehensive Loss Data (in thousands USD) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenue | 10 | - | - | | Total operating loss | 8,476 | 14,178 | 17,098 | | Loss for the year | 8,521 | 16,864 | 21,859 | | Net loss per share from continuing operations | (0.02) | (0.07) | (0.11) | Notes to the Consolidated Financial Statements The notes provide critical context, including going concern issues, accounting policies, equity transactions, and significant subsequent events - Note 1 states that management has concluded that the company's cash balance is not sufficient to continue operations for at least 12 months, raising substantial doubt about its ability to continue as a going concern[605] - Note 10 describes a 1-for-10 reverse ADS split (ratio adjustment) that was effected on April 4, 2024[694] - Note 17 details significant events after the balance sheet date, including a securities purchase agreement and the establishment of an $8 million equity line of credit in February 2025[720]