6-K - STKH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF AUGUST 2024

COMMISSION FILE NUMBER 001-40173

Steakholder FoodsLtd.

(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

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, 2024; 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, 2024.

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, 2024
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. 333-264110 and 333-276845) and Form S-8 (File Nos. 333-255419, 333-267045, 333-271112 and 333-279010).

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 30, 2024

Exhibit 99.1

STEAKHOLDER FOODS LTD

Steakholder FoodsLtd.

Unaudited CondensedConsolidated Interim Financial Statements As At June 30, 2024

Financial Information of Steakholder Foods Ltd.
Contents:
	Page
Unaudited Condensed consolidated interim statements of financial position	F-2
Unaudited Condensed consolidated interim statement of income and of comprehensive loss	F-3
Unaudited Condensed consolidated interim statements of changes in equity	F-4
Unaudited Condensed consolidated interim statements of cash flows	F-6
Notes to the condensed consolidated interim financial statements	F-7

F-1

STEAKHOLDER FOODS LTD

CONDENSED CONSOLIDATEDINTERIM BALANCE SHEETS (UNAUDITED)

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

	June 30,			December 31,
	2024			2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		5,436			4,248
Marketable securities with related party		232			351
Prepaid expenses and other current assets		676			367
Total current assets		6,344			4,966
NON-CURRENT ASSETS:
Restricted deposits		298			301
Right-of-use asset		3,003			3,212
Property and equipment, net		2,509			2,344
Total non-current assets		5,810			5,857
Total Assets		12,154			10,823
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payables and accruals		1,193			1,783
Other liabilities		186			193
Trade payables		452			154
Current lease liability		359			355
Total current liabilities		2,190			2,485
NON-CURRENT LIABILITIES
Long term lease liability		2,199			2,456
Total non-current liabilities		2,199			2,456
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS’ EQUITY
Ordinary shares – no par value, Authorized 1,000,000,000 shares. Issued and outstanding 282,246,127 and 251,756,047 at June 30, 2024 and December 31, 2023, respectively		-			-
Additional paid in capital		82,276			76,058
Accumulated deficit		(74,511	)		(70,176	)
Total shareholders’ equity		7,765			5,882
Total liabilities and shareholders’ equity		12,154			10,823

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

F-2

STEAKHOLDER FOODS LTD

CONDENSED CONSOLIDATEDINTERIM STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

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

	Six months ended <br> June 30,
	2024			2023
Research and development		1,641			3,615
Marketing		576			1,168
Marketing with related party		143			460
General and administrative		2,002			2,202
Total operating loss		4,362			7,445
Financial expenses (income), net		(41	)		758
Other expenses		14			-
Loss from continuing operations		4,335			8,203
Net loss from discontinued operations		-			1,317
Loss for the period		4,335			9,520
Other comprehensive income:
Foreign currency translation differences		-			(230	)
Other comprehensive income for the period, net		-			(230	)
Total comprehensive loss		4,335			9,290
Net loss per share from continuing operations – basic and diluted		0.011			0.04
Net loss per share from discontinued operations – basic and diluted		-			0.01
Weighted average shares outstanding – basic and diluted		398,123,569			208,480,999

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

F-3

STEAKHOLDER FOODS LTD

CONDENSED CONSOLIDATEDINTERIM 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, 2023		251,756,047		-		76,058		(70,176	)		5,882
Share-based compensation		6,050,080		-		233		-			233
Exercise and issuance of warrants, net		24,440,000		-		5,985		-			5,985
Net loss for the period		-		-		-		(4,335	)		(4,335	)
Balance as of June 30, 2024		282,246,127		-		82,276		(74,511	)		7,765

(*) No par value

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

F-4

STEAKHOLDER FOODS LTD

	Ordinary Shares				Additional Paid-in		Other Comprehensive			Accumulated			Total Shareholders’
	Shares		Value(*)		Capital		Income (loss)			deficit			Equity
Balance as of December 31, 2022		146,471,680		-		62,942		(230	)		(53,312	)		9,400
Share-based compensation		-		-		706		-			-			706
Issuance of shares and warrants, net		65,011,880		-		5,803		-			-			5,803
Exercise of restricted share units		525,967		-		-		-			-			-
Other comprehensive income		-		-		-		230			-			230
Net loss for the period		-		-		-		-			(9,520	)		(9,520	)
Balance as of June 30, 2023		212,009,527		-		69,451		-			(62,832	)		6,619

(*) No par value

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

F-5

STEAKHOLDER FOODS LTD

CONDENSED CONSOLIDATEDINTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands

	Six months ended June 30,
	2024			2023
Cash flows from operating activities:
Net Loss		(4,335	)		(9,520	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		228			256
Change in fair value of financial liabilities		-			(4	)
Change in fair value of other investment		-			784
Change in fair value of marketable securities with related parties		109			27
Reduction in the carrying amount of right of use assets		209			219
Change in operating lease liabilities		(205	)		(204	)
Share-based compensation		90			246
Share-based compensation with related party		143			460
Loss of control of discontinued operation		-			(178	)
Decrease (increase) in prepaid expenses and other current assets		(258	)		21
Other expenses		14			-
Foreign exchange gain or losses		(59	)		(75	)
Decrease (increase) in trade payables		218			(389	)
Increase (decrease) in accounts payables and accruals		(530	)		786
Net cash used in operating activities		(4,376	)		(7,571	)
Cash flows from investing activities:
Acquisition of fixed assets		(344	)		(177	)
Increase (decrease) in restricted deposit		(7	)		1
Proceeds from realization of property and equipment		28			-
Grant of short-term loan		(52	)		-
Proceeds from other investment		-			45
Investment in marketable securities with related party		-			(435	)
Net cash decrease from loss of control over discontinued operations		-			(163	)
Net cash used in investing activities		(375	)		(729	)
Cash flows from financing activities:
Proceeds from issuance of shares and warrants		-			6,500
Issuance costs		(619	)		(697	)
Proceeds from issuance and exercise of warrants		6,604			-
Net cash provided by financing activities		5,985			5,803
Effect of exchange rate changes on cash and cash equivalents		(46	)		125
Increase (decrease) in cash and cash equivalents		1,188			(2,372	)
Cash and cash equivalents, beginning of the year		4,248			6,284
Cash and cash equivalents end of the period		5,436			3,912
Supplemental disclosure of cash flow information:
Non-cash purchase of property and equipment		91			34

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

F-6

STEAKHOLDER FOODS LTD

NOTES TO THE CONDENSEDCONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – GENERAL

A.	Steakholder Foods Ltd. (formerly Ophectra Real Estate and Investments<br>Ltd., Meat-Tech 3D Ltd. and MeaTech 3D Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company<br>limited by shares in accordance with the Companies Ordinance, 1983, and later completed an initial public offering on the Nasdaq Capital<br>Market (Nasdaq), listing American Depositary Shares (ADSs) for trade under the ticker STKH. In August 2022, the Company changed its name<br>from MeaTech 3D Ltd. to Steakholder Foods Ltd.
B.	The Company is developing and selling two types of 3D-printing production<br>machines, and developing plant-based products that aim to replicate the complex textures of traditional meats such as beef steaks, white<br>fish, shrimp, and eel. Also, the Company is exploring the integration of cultivated cells, preparing for future advancements in food technology.
---	---
C.	Since its inception, the Company has incurred significant<br>losses and negative cash flows from operations and as of June 30, 2024, has an accumulated deficit of USD 74,511 thousand. The Company<br>has financed its operations mainly through fundraising from various investors. The Company’s management expects that the Company<br>will continue to generate losses and negative cash flows from operations for the foreseeable future. Management is of the opinion that<br>its existing cash will be sufficient to fund operations until the first quarter of 2025. As a result, there is substantial doubt about<br>the Company’s ability to continue as a going concern. Management’s plans include the continue securing sufficient financing<br>through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available<br>when the Company needs them on terms that are acceptable to it, or at all. If the Company is unsuccessful securing sufficient financing,<br>it may need to cease operations. The condensed consolidated interim financial statements include no adjustments for measurement or presentation<br>of assets and liabilities, which may be required should the Company fail to operate as a going concern.
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NOTE 2 – SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

A.	Basis of preparation:

The condensed consolidated financial 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 interim statements should be read in conjunction with the Company’s 2023 annual audited consolidated financial statements and footnotes, which were filed with the U.S. Securities and Exchange Commission as part of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023.

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, 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.

F-7

STEAKHOLDER FOODS LTD

NOTE 2 – SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (CONT.)

C.	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.

D.	Significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Company’s 2023 annual audited consolidated financial statement for the year ended December 31, 2023.

NOTE 3 – SHAREHOLDERS’EQUITY

On January 24, 2024, the Company entered into an inducement offer letter agreement with a certain holder, of existing warrants to exercise these warrants as follow (i) 600,000 ADSs issued in July 2023 at an exercise price of USD 11.0 per ADS, (ii) 650,000 ADSs issued in January 2023 at an exercise price of USD 10.00 per ADS and (iii) 185,714 ADSs issued in July 2022 at an exercise price of USD 10.00 per ADS (all herein “the Exercised Warrants”). The total immediate gross proceeds were approximately USD 6,600 thousand. Pursuant to the letter agreement, the holder agreed to exercise for cash its Exercised Warrants to an aggregate of 1,435,714 ADSs at a reduced exercise price of USD 4.60 per ADS in consideration of New Warrants to purchase up to an aggregate of 2,871,429 ADSs at an exercise price of USD 4.85 per ADS that have a term of exercise of between three and a half years with respect to 1,200,000 New Warrants and five years with respect to 1,671,429 New Warrants, classified as equity. Due to the beneficial ownership limitation provisions in the inducement letter, 70,500 Exercised Warrants were immediately exercised into ADSs, while the remaining 1,365,214 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, no such notice had been received. Underwriting discounts and other offering expenses totaled approximately USD 600 thousand.

As part of the warrant exercise and New Warrant allocation, the Company issued Underwriter Warrants, classified as equity, to purchase 100,500 ADSs, each representing hundred (100) ordinary shares with no par value. The Underwriter Warrants are exercisable from time to time, in whole or in part, for a period of five years from the effective date of the offering, with an exercise price of USD 5.75 per ADS.

On April 4, 2024, the Company effected an adjustment to the ratio of ordinary shares to American Depositary Shares (“ADSs”) at a ratio of 10:1, such that after the ratio adjustment was effected, every 10 ADSs were consolidated into 1 ADS and each ADS now represents one hundred (100) ordinary shares, instead of ten (10) 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.

F-8

STEAKHOLDER FOODS LTD

NOTE 3 –SHAREHOLDERS’ EQUITY (CONT.)

The table below summarizes the Company’s equity securities in ADS terms, as of June 30, 2024:


Pre-funded warrants (*)	58,000	-
Shares in abeyance	1,365,214	-
Ordinary warrants	3,030,179	3-4.5 years
Total outstanding	4,453,393

All values are in US Dollars.

(*)	During the six months ended June 30, 2024, 173,900 ADS pre-funded<br>warrants were exercised.

NOTE 4 – EVENT DURINGTHE PERIOD

On May 13, 2024, the Company announced a royalties and raw materials supply agreement (the “Wyler Agreement”) with Wyler Farm Ltd., a leader in alternative protein production, whereby Wyler Farm will manufacture alternative proteins on a commercial scale using materials purchased from the Company, and pay the Company royalties from the sales. Additionaly, the Company agreed to finance the procurement of the equipment necessary for Wyler to establish alternative proteins production.

The Wyler Agreement has an initial term of two years and shall automatically be renewed for successive 12-month period provided the parties have reached an agreement or alternatively subject to the automatic update mechanism, regarding the sales target, as described in the Wyler Agreement.

As of June 30, 2024 no revenues have yet been recognized.

The execution of the Wyler Agreement was deemed the achievement of pre-determined performance conditions that led to the vesting of performance share units (PSUs) into 32,500 ADS. For further information, see Note 7.

NOTE 5 – ACCOUNTPAYABLES AND ACCRUALS

	June 30,		December 31,
	2024		2023
Accrued expenses		584		532
Employee benefits		600		1,241
Other		9		10
		1,193		1,783

NOTE 6 – FAIR VALUEMEASUREMENT

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.

F-9

STEAKHOLDER FOODS LTD

NOTE 6 – FAIR VALUEMEASUREMENT (CONT.)

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, 2024
	Fair value measurements using input type
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Marketable securities with related party	$	232		232	$	-	$	-
	Year ended December 31, 2023
---	---	---	---	---	---	---	---	---
	Fair value measurements using input type
	Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Marketable securities with related party	$	351	$	351	$	-	$	-

Marketable securities with related party

In April 2023, the Company invested in Wilk Technologies Ltd. (TASE: WILK) (“Wilk”), a related party, alongside leading players in the food industry, such as Danone and the Central Bottling Co. Ltd. (owner of Tara, Coca Cola Israel and more). As part of the investment, the Company purchased ordinary shares of Wilk in the amount of USD 435 thousand at a 15% discount to its 45-day average closing price, giving the Company a 2.5% stake in Wilk. The Company’s Vice President of Finance is currently serving as Wilk’s Chief Executive Officer and Chief Financial Officer, and therefore the Company has determined that Wilk is a related party.

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

NOTE 7 – SHARE-BASEDCOMPENSATION

The Company has adopted 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, 2024, there were 17,969,792 ADSs authorized for issuance under the Plan.

The Company has issued stock option and Restricted share units (RSU) awards to management, other key employees, consultants, and executive directors. These awards generally vest ratably over a three years period and the option awards expire after a term of four years from the date of grant, unless exercised or expiring earlier. The Company’s option and RSUs awards have vesting conditions based on services period and performance share units (PSUs) have vesting conditions based on achievement of pre-determined performance conditions.

F-10

STEAKHOLDER FOODS LTD

NOTE 7 – SHARE-BASEDCOMPENSATION (CONT.)

The fair value of the Company’s stock options granted to a consultant for the six months ended June 30, 2024 and the fair value of the Company’s unvested options that were replaced by RSUs for the six months ended June 30, 2023 were estimated using the following assumptions:

	Six months ended June 30,

| | 2024 | | | 2023 | | |

| Expected volatility | | 91.04 | % | | 97.57%- 104.19 | % |

| Risk free interest rate | | 4.73 | % | | 3.78%- 4.71 | % |

| Expected dividend | | 0 | % | | 0 | % |

The expected volatility was determined on the basis of a weighted average share price volatility of the Company, as well as similar companies, 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 the grant of options to employees, directors and consultant under the Company’s options plan during the six months ended June 30, 2024 were as follows:

	Number of<br> <br>options			Weighted average exercise price ()	Weighted<br> <br>average<br> <br>remaining<br> <br>contractual<br> <br>term<br> <br>(in years)		Aggregate Intrinsic Value ()

| Outstanding at January 1, 2024 | | 9,974,095 | | | | 6.41 | |

| Granted | | 740,000 | | | | 5 | |

| Forfeited | | (53,333 | ) | | | - | |

| Expired | | (1,603,442 | ) | | | - | |

| Outstanding at June 30, 2024 | | 9,057,320 | | | | 1.1 | |

| Vested and expected to vest at end of period | | 9,057,320 | | | | 1.1 | |

| Exercisable at June 30, 2024 | | 7,216,358 | | | | 0.86 | |

All values are in US Dollars.

F-11

STEAKHOLDER FOODS LTD

NOTE 7 – SHARE-BASEDCOMPENSATION (CONT.)

Transactions related to restricted share units (RSUs) and performance share units (PSUs) during the six months ended June 30, 2024, were as follows:


Outstanding at January 1, 2024	18,128,650
Granted	918,200
Vested	(6,050,080	)
Forfeited	(3,085,680	)
Outstanding at June 30, 2024	9,911,090

All values are in US Dollars.

The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the six months ended June 30, 2024 and 2023 amounted for approximately USD 233 thousand and USD 706 thousand, respectively.

NOTE 8 – BASICAND DILUTED NET LOSS PER ORDINARY SHARE

The Company follows FASB ASC 260, Earnings Per Share (“ASC 260”), which requires the reporting of both basic and diluted earnings per ordinary share. Earnings per share (“EPS”) is calculated using the weighted average number of ordinary shares outstanding during each period.

Basic earnings per share for both continuing and discontinued operations is computed by dividing net loss from continuing operations and net loss from discontinued operations attributable to ordinary shareholders by the weighted-average number of ordinary shares, including (i) pre-funded warrants to purchase ordinary shares, outstanding for the period because their exercise requires only little or no consideration. (ii) shares held in abeyance because there is no consideration required for delivery of the shares.

Diluted net loss per share for both continuing and discontinued operations is computed by dividing the net loss by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period determined using the treasury-share and if-converted methods, as applicable. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be anti-dilutive.

F-12

STEAKHOLDER FOODS LTD

NOTE 8 – BASICAND DILUTED NET LOSS PER ORDINARY SHARE (CONT.)

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<br> <br>June 30,
	2024		2023
Net loss from continuing operations attributable to ordinary shareholders		4,335		8,203
Net loss from discontinued operations		-		1,317
Weighted-average shares used in computing net loss per share, basic and diluted		398,123,569		208,480,999
Net loss per share from continuing operations, basic and diluted		0.011		0.04
Net loss per share from discontinued operations, basic and diluted		-		0.01

In computing diluted loss per share for the six months ended June 30, 2024 and 2023, no account was taken of the potential dilution that could occur upon the exercise of warrants, options granted under employee stock compensation plans, and contingently issuable shares, amounting to 322,195,110, and 126,450,310 shares outstanding, respectively, since they had an anti-dilutive effect on net loss per share.

NOTE 9 – RELATEDPARTY 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, 2024 and 2023, the Company incurred net expenses of USD 485 thousand and USD 442 thousand, respectively, for directors fees and share-based compensation in the condensed consolidated interim financial statement of comprehensive loss.

Mr. Kaufman, CEO of the company, and Yaron Kaiser, Chairman, are also founding partners of BlueOcean Sustainability Fund, LLC, doing business as BlueSoundWaves which provides the Company with marketing, consulting, and investor engagement services in the U.S., in exchange for warrants to purchase ordinary shares and restricted share units, which are recognized as share-based payments expenses. In the six months ended June 30, 2024 and 2023, the Company incurred net marketing expenses of USD 143 thousand and USD 460 thousand, respectively to this related party.

In addition, the Company invested in equity securities of a related party in 2023. For further information see Note 6.

F-13

Exhibit 99.2

Management’sDiscussion and Analysis of Financial Condition and Results of Operations

Thefollowing discussion and analysis of our financial condition and results of operations provides information that we believe to be relevantto an assessment and understanding of our results of operations and financial condition for the periods described. This discussion shouldbe read in conjunction with our condensed consolidated interim financial statements and the notes to the financial statements, which areincluded in this Report of Foreign Private Issuer on Form 6-K. In addition, this information should also be read in conjunction with theinformation contained in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commissionon April 30, 2024, or the Annual Report, including the consolidated annual financial statements as of December 31, 2022 and their accompanyingnotes included therein.

Forward-LookingStatements

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, 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 the Annual Report. 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.

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 food company that initiated activities in 2019 and are listed on the Nasdaq Capital Market under the ticker “STKH”. We are focusing on alternative protein machinery production, 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 aim to provide production technology and associated supplies needed to commercially produce structured alternative protein products. To that end, we are developing three-dimensional printing capabilities that can mimic meat and seafood texture, flavor, nutritional values and more. Our initial 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.

During 2023, we focused our efforts on commercializing our three-dimensional printers and their ingredient blend supplies for plant-based foods initially. As a result, our first commercial offering is 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.

In addition, we are developing hybrid cultivated meat technologies to be integrated into our production processes at high throughput, once these technologies become commercially viable. We believe that the cultivated meat production processes we are developing, which are designed to offer our partners and customers an alternative to industrial slaughter, will have the potential to improve the quality of the environment, shorten global food supply chains, and reduce the likelihood of health hazards such as zoonotic diseases transferred from animals to humans (including viruses, such as virulent avian influenza and COVID-19, and drug-resistant bacterial pathogens, such as some strains of salmonella).

In May 2022, we joined the United Nations, or UN, Global Compact initiative, committing to ten universally accepted principles in the areas of human rights, labor, environment, and anti-corruption and to act in support of the issues embodied in the UN’s Sustainable Development Goals.

In April 2023, we announced that we had printed, to our knowledge, the world’s first hybrid fish fillet, by customizing our plant-based white fish ingredient blend, combined with cultivated grouper cells.

In July 2023, we announced that we had entered into a Memorandum of Agreement for Strategic Cooperation, or MOA, with an accredited GCC-based governmental body as our strategic partner, to advance food security efforts through the application of our 3D printing technology. Commencing with an investment by the strategic partner in the construction of a pilot plant to produce printed products, the MOA eventually aims to create a first-of-its-kind large-scale production facility in the Persian Gulf region. The agreement foresees a material initial down payment to us for the procurement of at least one three-dimensional food printer, followed by a milestone-based sales and procurement plan for industrial-scale output.

In February 2024, we entered into a Cooperation Agreement, or the Cooperation Agreement, with Industrial Technology Research Institute, or ITRI, a Taiwan-based world-leading applied technology research institute, for the development and commercialization of a range of food products tailored specifically for Taiwanese cuisine. Funded by ITRI and utilizing our advanced 3D printing technology and plant-based premixes, the non-exclusive Cooperation Agreement aims to accelerate expansion across Taiwan by focusing on commercializing our products through collaborations with leading food companies in Taiwan, including selling our commercial-scale 3D printer and premixes to commercial partners.

In February 2024, we announced that we had entered into an inaugural private-sector Memorandum of Understanding, or Wyler MoU, for strategic cooperation with Wyler Farm, one of Israel’s leading alternative protein producers and its premier tofu producer. The terms of the non-binding Wyler MoU contemplate Wyler Farm acquiring one of our proprietary meat printers, along with a subscription to our software and plant-based meat ingredient blend, by early 2025.

In May 2024, we entered into a Royalties and Raw Materials Supply Agreement, or the Supply Agreement, with Wyler Farm, for commercial-scale manufacture of alternative proteins using the Company’s premixes and know-how, in exchange for royalties from sales. The Israel-exclusive Supply Agreement aims to see production of the new plant-based meat beginning in Q3 2024, and commercial revenue generation by the end of 2024. If realized, the Supply Agreement will mark the generation of the Company’s first commercial revenue, and the Company’s early transition from R&D to commercialization. As of the date of filing, we and Wyler Farm are continuing negotiations to reach a second-stage follow-on agreement.

In June 2024, we entered into a Memorandum of Agreement, or the Premazon MOU, with Premazon, a renowned frozen foods manufacturer and institutional market distributor, to introduce a new line of plant-based fish products, developed with our proprietary SH™ - Fish premix blend and commercialized via Premazon’s manufacturing capabilities and distribution network.

In June 2024, we entered into a Memorandum of Agreement, or the Sherry Herring MOU, with Sherry Herring, a highly-recognized gourmet fish delicacies brand, to unveil a new line of vegan fish salads developed with our proprietary SH™ - Fish premix blends.

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

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 5 David Fikes St., P.O. Box 4061, Rehovot 7638205 Israel. The phone number at our principal executive offices is +972-73-332-2853.

Results of Operations

Six Months Ended June 30, 2024 Comparedto Six Months Ended June 30, 2023

Researchand Development Expenses. Research and Development expenses decreased by 54%, from $3.6 million in the six-month period ended June 30, 2023 to $1.6 million in the six-month period ended June 30, 2024. The decrease resulted mainly from our new focus on developing novel, proprietary three-dimensional printers to print structured food, and the receipt of non-dilutive grant funding for research and development.

MarketingExpenses. Marketing expenses decreased by 56%, from $1.6 million in the six-month period ended June 30, 2023 to $0.7 million in the six-month period ended June 30, 2024. The decrease resulted mainly from decreases in public relations and manpower expenses.

Generaland Administrative Expenses. General and administrative expenses decreased by 9%, from $2.2 million in the six-month period ended June 30, 2023 to $2.0 million in the six-month period ended June 30, 2024. The decrease resulted mainly from decreased insurance and manpower expenses.

FinancialIncome, Net. Net financial income of $0.04 million was recorded in the six-month period ended June 30, 2024, compared to a net financial expense of $0.8 million in the six-month period ended June 30, 2023. The change resulted mainly from a decrease in finance expenses due to a decline in the fair value of financial assets that were remeasured periodically, as well as a reduction in foreign exchange losses.

Netloss. Net loss from continuing operations decreased by 53%, from $9.5 million in the six-month period ended June 30, 2023 to $4.4 million in the six-month period ended June 30, 2024. No net loss was recognized from discontinued operations in the six-month period ended June 30, 2024, compared to a net loss in the amount of $1.3 million that was recognized from a discontinued operation (that of Peace of Meat BV) in the six-month period ended June 30, 2023.

Liquidity and CapitalResources

As of June 30, 2024, we had $5.4 million in cash, cash equivalents and short-term bank deposits compared to $4.2 million as of December 31, 2023. The increase resulted mainly from the proceeds of a warrant exercise in the first half of 2024, offset by our ongoing operations. We believe that our current working capital and cash flow from operations are sufficient to meet our operating cash requirements at least until Q1 2025.

Netcash used in operating activities

For the six months ended June 30, 2024, we used cash in the amount of $4.4 million in our operating activities, compared to $7.6 million for the six months ended June 30, 2023. This decrease was primarily due to a reduction in the scope of our research and development expenses, as we shifted our focus to developing novel, proprietary three-dimensional printers for printing structured food (particularly manpower, materials, and associated costs).

Netcash used in investing activities

For the six months ended June 30, 2024, we used cash in the amount of $0.4 million in our investing activities, compared to $0.7 million for the six months ended June 30, 2023. The decrease mainly reflected a non-recurring investment in marketable securities of a related party.

Netcash provided by financing activities

For the six months ended June 30, 2024, our net cash provided by financing activities was in the amount of $6.0 million, compared to $5.8 million for the six months ended June 30, 2023. The increase resulted from proceeds of a warrant exercise.

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 AccountingPolicies 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.