6-K - STKH - Equibles

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 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

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, 2023; 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, 2023.

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, 2023
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 No. 333-264110) and Form S-8 (File Nos. 333-255419, 333-267045 and 333-271112).

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, 2023

Steakholder Foods Ltd. - 1828098 - 2023

Exhibit 99.1

Steakholder Foods Ltd.

Unaudited Condensed Consolidated Interim Financial Statements As At June 30, 2023

Financial Information of Steakholder Foods Ltd.	Page
Contents:
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-5
Notes to the condensed consolidated interim financial statements	F-6

Unaudited Condensed consolidated interim statements of financial position

		June 30		June 30		December 31
		2023		2022		2022
		thousands		thousands		thousands
Current assets
Cash and cash equivalents	4
Other investment	6
Restricted deposits
Receivables	5
Total current assets
Non-current assets
Restricted deposits
Other investment	6
Right-of-use asset
Intangible assets	3
Fixed assets, net
Total non-current assets
Total Assets
Current liabilities
Trade payables
Other payables	7
Current maturities of lease liabilities
Derivative instrument	8B
Total current liabilities
Non-current liabilities
Long-term lease liabilities
Total non-current liabilities
Capital	8
Share capital and premium on shares
Capital reserves
Currency translation differences reserve					)		)
Accumulated deficit			)		)		)
Total capital
Total liabilities and capital

All values are in US Dollars.

F - 2

Unaudited Condensed consolidated interim of Income and of Comprehensive Loss

	Six months ended<br> June 30,		Six months ended June 30,		Year ended<br> December 31,
	2023		2022*		2022*
	thousands, except share data		thousands, except share data		thousands, except share data
Research and development expenses
Marketing expenses
General and administrative expenses
Operating loss
Financing income		)		)		)
Financing expenses
Total financing (income) expenses				)		)
Loss from continuing operations
Loss from discontinued operation
Loss for the period
Currency translation differences loss (income) that might be transferred to profit or loss over ILS
Currency translation differences loss (income) that might be transferred to profit or loss over		)
Total comprehensive loss for the period
Loss per ordinary share, no par value ()
Basic and diluted loss per share ()
Continuing operations
Basic and diluted loss per share ()
Discontinued operation
Basic and diluted loss per share ()
Weighted-average number of shares outstanding - basic and diluted (shares)

All values are in Euros.

*Restated- see Note 3 for details of discontinued operation

F - 3

Unaudited Condensed consolidated interim statements of changes in equity

	Premium and Capital Share
	thousands
Balance as at January 1, 2023		(334	)	14	(1,424	)	4,131		(67,738	)	7,883
Share-based payments		-		-	-		252		-		252
Expiration of employee warrants		-		-	-		(729	)	-		-
Issuance of shares and warrants, net		-		-	-		131		-		1,160
Discontinued operation (Note 3)		-		-	2,015		-				2,015
Other comprehensive loss		-		-	(465	)	-		-		(465	)
Loss for the period		-		-	-		-		(10,149	)	(10,149	)
Balance as at June 30, 2023		(334	)	14	126		3,785		(77,887	)	696
Balance as at January 1, 2022		(334	)	14	1,275		4,028		(36,971	)	37,622
Share-based payments		-		-	-		1,048		-		1,048
Exercise of options							(813	)			53
Other comprehensive income (loss)		-		-	(3,173	)	-		-		(3,173	)
Loss for the period		-		-	-		-		(9,156	)	(9,156	)
Balance as at June 30, 2022		(334	)	14	(1,898	)	4,263		(46,127	)	26,394

All values are in US Dollars.

Balance as at January 1, 2022	69,610	(334	)	14	1,275		4,028		(36,971	)	37,622
Share-based payments	-	-		-	-		1,146		-		1,146
Issuance of shares and warrants, net	2,528	-		-	-		-		-		2,528
Exercise of options	1,096						(1,043	)			53
Other comprehensive income (loss)	-	-		-	(2,699	)	-		-		(2,699	)
Loss for the period	-	-		-	-		-		(30,767	)	(30,767	)
Balance as at December 31, 2022	73,234	(334	)	14	(1,424	)	4,131		(67,738	)	7,883

F - 4

Unaudited Condensed consolidated interim statements of cash flows

	4	Six months<br> ended June 30,<br> <br> 2023		Six months<br> ended June 30,2022		Year ended<br> December 31,<br> 2022
	5	thousands		thousands		thousands
Cash flows - operating activities
Net Loss for the period			)		)		)
Adjustments:
Depreciation and amortization
Change in fair value of derivative			)				)
Loss from disposal assets and liabilities of discontinued operation
Change in fair value of other investment					)		)
Changes in net foreign exchange expenses					)		)
Expenses of interest over lease liabilities
Interest income over short term deposits			)				)
Share-based payment expenses
Share-based offering expenses
Net changes in fair value of derivative due to change in derivative terms (Note 1C)
Impairment loss on intangible asset
Impairment loss on fixed asset
Changes in asset and liability items:
Decrease (increase) in receivables			)
Increase (decrease) in trade payables			)
Increase in other payables
Net cash from (used in) operating activities			)		)		)
Cash flows – investment activities
Acquisition of fixed assets			)		)		)
Increase (decrease) in restricted deposit					)
Proceeds on account of other investment
Investment in financial assets through profit or loss (Note 6B)			)
Disposal of cash from discontinued operation (Note 3)			)
Interest received over short term deposits
Acquisition of other investments, net of cash acquired					)		)
Net cash used in investing activities			)		)		)
Cash flows – financing activities
Proceeds from issuance of shares and warrants
Issuance costs			)				)
Repayment of liability for lease			)		)		)
Repayment of interest over liability of lease			)		)		)
Proceeds from exercise of share options
Proceeds with regard to derivative
Net cash from financing activities					)
Increase (decrease) in cash and cash equivalents			)		)		)
Effect of exchange differences on cash and cash equivalents			)		)		)
Cash and cash equivalents at the beginning of the period:
Cash balance and cash equivalents at end of period
Non-cash activities
Purchase of fixed assets yet to be paid
Non-cash issuance costs (Note 1C)			)
Issue of shares and options against intangible asset

All values are in US Dollars.

F - 5

Note 1 – General

Steakholder Foods 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, listing American Depositary Shares (ADSs) for trade under the ticker STKH, and later voluntarily de-listed its ordinary shares from the TASE. The Company’s official address is 5 David Fikes St., Rehovot, Israel. In August 2022, the Company changed its name from MeaTech 3D Ltd. to Steakholder Foods Ltd.

The Company’s foodtech activities commenced in July 2019 by a company called MeaTech Ltd., which merged with the Company in January 2020 and became a fully-owned subsidiary, now called Steakholder Innovation Ltd.

Steakholder Foods Ltd., is an international deep-tech food company that is on a mission to revolutionize the way food is produced, empowering meat manufacturers with cutting-edge 3D bio-printers and consumables to produce delicious, nutritious, safe, and consistent complex products from ethically harvested cells.

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. To that end, the Company is developing novel, proprietary, three-dimensional bioprinters to deposit layers of plant-based ink and cell-based bio-ink in a three-dimensional form of structured cultivated meat. The cultivated and hybrid meat production processes the Company is developing 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). 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.

Since inception the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of USD 78 million. The Company has financed its operations mainly through fundraising from various investors. The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of the date of approval of the financial statements, management is of the opinion that its existing cash will be sufficient to fund operations until Q2 2024. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include the continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them on terms that are acceptable to it, or at all. If the Company is unsuccessful securing sufficient financing, it may need to cease operations.

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

F - 6 Note 1 – General (cont’d)

C.	Material events in the reporting period
(1)	On January 9, 2023, the Company consummated an underwritten public offering of 1,550,000 American Depositary Shares (“ADSs”) at a price of USD 1.00 per ADS and pre-funded warrants to purchase 4,950,000 ADSs at a purchase price of USD 0.9999 per warrant and an exercise price of USD 0.0001 per warrant, for total immediate gross proceeds of approximately USD 6.5 million. As part of the offering, the Company issued warrants to purchase 6,500,000 ADSs, equivalent to 65,000,000 ordinary shares, exercisable immediately for a period of five years, with an exercise price of $1.00 per ADS, equivalent to $0.10 per ordinary share. The warrants include a net exercise mechanism, and were therefore classified as a derivative (see Note 8B), and underwriter warrants to purchase 162,500 ADSs, exercisable immediately for a period of five years, with an exercise price of USD 1.00 per ADS with a fair value of $131 thousand, $105 thousand were allocated to issuance costs and $26 thousand were allocated to premium on shares. Additionally Underwriting discounts and other offering expenses totaled approximately $0.7 million. The net proceed were allocated as follows: $1.1 million as net equity, $5.2 million as a derivative, and $0.5 million were recognized as expenses. In connection with the offering, the Company entered into an agreement with an existing investor to reduce the exercise price of outstanding warrants to purchase up to 1,857,143 ADS which were issued in the Company’s July 2022 registered direct offering (the “Prior Warrants”) from USD 3.50 per ADS to USD 1.00 per ADS, and to extend the term of the Prior Warrants until January 10, 2028. The total changes in the fair value of derivative was $ 392 thousand, which was allocated between the financing expenses and premium on shares in the amount of $316 and $76 thousand, respectively.
---	---
(2)	On April 3, 2023, the Company announced that Peace of Meat BV (hereafter “Peace of Meat”) would close, following a cessation of funding in the context of optimizing the Company’s funds and investment strategy, alongside enabling a greater focus on recently-announced core goals such as accelerating the commercialization of its 3D printing technology. As a result, the Company classified Peace of Meat as discontinued operations. For further information, see Note 3.
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(3)	On April 3, 2023, the Company announced its participation in a strategic investment round in Wilk Technologies Ltd. (TASE: 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) in the amount of $435,000. For further information. see Note 6.
---	---
(4)	Change in interest curves and inflation expectations
---	---

As from 2021 inflation rates in Israel and the world have been rising – in 2021 the Consumer Price Index in Israel increased, an increase that is continuing also, into 2022- 2023. Along with the worldwide rise in prices, central banks around the world decided to raise interest rates with the aim of curbing rising prices. The accounting effects of the changes in interest rates and the rise in inflation rates are reflected in the framework of, inter alia, the following matters:

•	Financial risks, with respect to linkage and currency risk and hedge accounting.
•	Lease liability expenses
---	---
•	Currency translation reserve
---	---
D.	Definitions:
---	---

In these financial statements:

(1)	The Company – Steakholder Foods Ltd.
(2)	The Group – The Company and its subsidiaries, Steakholder Innovation Ltd., Steakholder Foods Europe BV, Peace of Meat and Steakholder Foods USA, Inc.
(3)	Related Party – as defined in IAS 24 (revised).
(4)	USD – United States Dollar
(5)	NIS – New Israeli Shekel
(6)	EUR – Euro
(7)	ADS – American Depositary Shares

F - 7

Note 2 – Basis of preparation of the Financial Statements

A.	Statement of compliance with IFRS

These interim condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, and do not include all of the information required in full annual financial statements.

The interim condensed consolidated financial statements were approved by the Company’s Board of Directors on August 30, 2023.

The main accounting policy and calculation methods applied in the preparation of these Consolidated Interim Financial Statements are consistent with those applied in the preparation of the annual financial statements of the year 2022 in Note 3. Except for the accounting policies for discontinued operation as discussed below.

B.	Use of estimates and judgments

The preparation of accounting estimates used in the preparation of the Company’s financial statements requires that the Company’s management makes assumptions regarding circumstances and events that involve considerable uncertainty. The Company’s management prepares the estimates on the basis of past experience, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Further information about the assumptions that were used to determine fair value is included in the following notes:

•	Note 6, on other investments;
•	Note 8B, on derivative instrument;
---	---
•	Note 9, on share-based payments;
---	---

Determination of fair value

Preparation of the financial statements requires the Company to determine the fair value of certain assets and liabilities.

When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:

•	Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
•	Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly
---	---
•	Level 3: inputs that are not based on observable market data (unobservable inputs).
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F - 8

Note 2 – Basis of preparation of the Financial Statements (cont’d)

C.	Functional currency and presentation currency

The New Israeli Shekel (“NIS”) is the currency that represents the primary economic environment in which the Company and its Israeli subsidiary operate, and is therefore the functional currency of their operations. The Euro is the currency that represents the primary economic environment in which the Company’s European subsidiaries operate, and is therefore the functional currency of their operations. Nonetheless, for reporting purposes, the consolidated financial statements, which were prepared on the basis of the functional currencies, were translated into US Dollars, which the Company selected as its presentation currency, as its securities are traded on the Nasdaq Capital Markets, and in order to make the Company’s financial statements more accessible to U.S.-based investors.

Assets and liabilities were translated at the exchange rate of the end of the period; expenses and income were translated at the exchange rate at the time they were generated. Exchange rate differentials generated due to such translation are attributed to the Currency translation differences reserve.

Currency	– ILS			–
	2023	2022		2023	2022
June 30			3.500			0.962
Average for six months ended June 30			3.272			0.915
December 31			3.519			0.938
Average for twelve months ended December 31			3.359			0.950

All values are in US Dollars.

F - 9

Note 3 – Discontinued Operation

A.	Discontinued operation is a component of the Company’s business that represents a separate major line of business or geographical area of operations that has been disposed of, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal. When an operation is classified as a discontinued operation, the comparative income statement is restated as if the operation had been discontinued from the start of the earliest comparative period.
B.	In April 2023, the Company’s subsidiary, Peace of Meat, entered bankruptcy proceedings and was appointed a liquidator following cessation of funding by the Company. Peace of Meat was not a discontinued operation as at December 31, 2022, and the comparative data for the six-month period ended June 30, 2022 and the year ended December 31, 2022 have been restated in the consolidated income statement to show the discontinued operation separately from continuing operations. The Company is not aware of any liabilities of the Company to POM's creditors and therefore the Company has not recorded any liabilities in respect of Peace of Meat. As a result of the bankruptcy process, the Company no longer has any ability to manage or control the assets of Peace of Meat. Therefore, in accordance with IFRS 9, the Company estimates the value of Peace of Meat as an asset at USD 0.<br><br> <br><br><br> <br>As of December 31, 2022 the Company estimated the fair value less costs of disposal, of the intangible asset to be zero, as the Company did not identify any potential buyer for this asset. Consequently, as of December 31, 2022 the Company recognized an impairment loss of USD 14,367 thousand for its intangible asset.
---	---
C.	Results attributable to the discontinued operation were as follows:
			For the
---	---	---	---
	For the six months ended		year ended
	June 30		December 31
	2023	2022	2022
	thousands	thousands	thousands
Results of discontinued
Operation
Research and development expenses
Marketing expenses
General and administrative expenses
Impairment loss
Operating loss
Total financing expenses
Loss for the period
Loss from disposal of assets and liabilities
Total loss attributed to the discontinued operation

All values are in US Dollars.

D.	Cash flow attributable to the discontinued operation were as follows :
					For the
---	---	---	---	---	---	---
	For the six months ended				year ended
	June 30				December 31
	2023		2022		2022
	thousands		thousands		thousands
Cash flows from
discontinued operation
Net cash used in operating activities		)		)		)
Net cash used in investing activities		)		)		)
Effect of exchange differences on cash and cash equivalents		)		)		)
Net cash used in discontinued operation		)		)		)

All values are in US Dollars.

F - 10

Note 3 – Discontinued Operation (cont’d)

E.	Effect of disposal on the financial position of the Group:
	At disposal date
---	---	---
	thousands
Cash and cash equivalents
Restricted deposits
Trade and other receivables
Right of use assets
Fixed assets
Trade payables		)
Other payables		)
Liabilities of lease agreements		)
Currency translation differences reserve

All values are in US Dollars.

Note 4 – Cash and Cash Equivalents

	June 30	December 31
	2022	2022
	thousands	thousands
Cash in
Cash in NIS
Cash in Euro
Cash in
Total cash and cash equivalents

All values are in US Dollars.

Note 5 – Receivables

	June 30	June 30	December 31
	2023	2022	2022
	thousands	thousands	thousands
Institutions
Prepaid expenses
Other

All values are in US Dollars.

Note 6 – Other Investments

	June 30	June 30	December 31
	2023	2022	2022
	thousands	thousands	thousands
Therapin asset (A)
Financial asset at fair value through profit or loss (B)

All values are in US Dollars.

F - 11

Note 6 – Other Investments (cont’d)

A.	Separation Agreement from Therapin

The Company entered into a separation agreement with Therapin on May 26, 2020, where it cancelled its previous investment agreement with Therapin and replaced it with a debt arrangement. Therapin committed to paying the Company NIS 40 thousand (approximately USD 11 thousand) per month for 119 months for a total of NIS 4.8 million (approximately USD 1.4 million) plus NIS 2.45 million (approximately USD 0.7 million) to be paid upon an exit event. If Therapin completes an exit event during the payment period, the Company will have the option to receive shares or payment in cash for the remaining balance. If Therapin generates a distributable surplus or distributes a dividend, the Company will receive a portion of it as repayment. During the six months ended 30 June 2023, Therapin experienced delays in payments to the Company in a manner that was not considered a breach of the agreement. The Company received only USD 45 thousand and recorded a re-valuation financing expense in the amount of USD 787 thousand.

The Company re-measured the asset using a Level 3 fair value measurement at approximately USD 0.4 million (NIS 1.6 million). The fair value was assessed by capitalization of future cash flows (proceeds) at interest rates that reflect the level of risk (based on the duration of the debt) of these proceeds and were classified as Level 3 in the fair value hierarchy. The estimated capitalization interest was based on repayment dates and analysis of the market in which Therapin operates. The Company is not anticipating a Therapin exit event.

The Discount Rate as of June 30, 2023, reflects the Company’s management assumption regarding the risks due to the Therapin’s financial difficulties, as mentioned above, and the current market conditions in the cannabis sector in which Therapin operates. Additionally, the Company’s management anticipates that in the event of a bankruptcy of Therapin, which constitutes an acceleration event of the repayment of the loan, there will be insufficient funds to repay the loan to the Company.

1. Developments in Therapin asset	thousands
As at January 1, 2023
Proceeds from Therapin asset		)
Changes in fair value		)
Effect of changes in exchange rates		)
As at June 30, 2023

All values are in US Dollars.

	June 30	June 30	December 31
	2023	2022	2022
	thousands	thousands	thousands
Short-term other investment
Long-term other investment

All values are in US Dollars.

Parameters taken into account in the fair value calculation:
Discount rate	18.08%-291.51%

F - 12

Note 6 – Other Investments (cont’d)

B.	Investment in Wilk Technologies Ltd.
1.	On April 3, 2023, the Company announced its participation in an investment round in Wilk Technologies Ltd. (TASE: 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 $435,000 at a 15% discount to its 45-day average closing price, giving the Company a 2.5% stake in Wilk. Yaron Kaiser is, chairman of the boards of directors of both Wilk, and the Company. Additionally, Arik Kaufman, the CEO of the Company, serves as a director at Wilk. For these reasons, this investment is classified as a related party transaction. For further information see Note 15.
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Investment in Wilk Technologies Ltd.

On April 3, 2023, the Company announced its participation in an investment round in Wilk Technologies Ltd. (TASE: 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 $435,000 at a 15% discount to its 45-day average closing price, giving the Company a 2.5% stake in Wilk. Yaron Kaiser is, chairman of the boards of directors of both Wilk, and the Company. Additionally, Arik Kaufman, the CEO of the Company, serves as a director at Wilk. For these reasons, this investment is classified as a related party transaction. For further information see Note 15.

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The Company re-measured the asset using a Level 1 fair value measurement, as it has quoted prices in an active markets.

2.	Developments in financial asset at fair value through profit or loss
	thousands
---	---	---
As at January 1, 2023
Investments in ordinary shares
Changes in fair value		)
Effect of changes in exchange rates		)
As at June 30, 2023

All values are in US Dollars.

Note 7 – Other Payables

	June 30	June 30	December 31
	2023	2022	2022
	thousands	thousands	thousands
Accrued expenses
Employee benefits
Provision – see Note 14
Subsidiary government grant advances
Others

All values are in US Dollars.

F - 13

Note 8 – Capital and Reserves

A.	Share capital of Steakholder Foods Ltd. (in thousands of ordinary shares)
	Thousands of Ordinary Shares
---	---	---	---	---	---	---
	June 30,<br><br> <br>2023		June 30,<br><br> <br>2022		December 31,<br><br> <br>2022
Issued and paid-in share capital as at the beginning of the period		146,472		125,770		125,770
RSUs vesting during the period – Share-Based-Payment-related		538		589		1,108
Issued not for cash during the period (1)		-		176		1,023
Issued for cash during the period (1)		65,000		-		18,571
Issued and paid-in share capital as at the end of the period		212,010		126,535		146,472
Authorized share capital		1,000,000		1,000,000		1,000,000
(1)	See Note 1C
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B.	Derivative instrument – Investor Warrants
---	---
	June 30,		December 31,
---	---	---	---
	2023		2022
	thousand		thousand
Grant date price investor warrants			4,495
Grant during the year			-
Changes in fair value through profit or loss		)	(3,800
Effect of changes in exchange rate			187
Investor warrants as of the end of the period			882

All values are in US Dollars.

F - 14

Note 8 – Capital and Reserves (cont’d)

Information on measurement of fair value of investor warrant derivative:

The value at the date the investor warrants were awarded was estimated using a Black and Scholes pricing model.

Breakdown of the parameters used for measuring level 3 fair value of the investor warrants:

Parameters taken into account in the fair value calculation:
ADS price, USD (at date evaluated)	1.05-0.71
Risk free rate	3.60%-4.22%
Volatility	99.98%-106.89%
Expected term	4.53 – 5 years
Exercise price per warrant, USD	1.00
Dividend rate	0%

F - 15

Note 9 – Share-based payments

A. New allotments during the six-month period ended June 30, 2023 that remain outstanding, all of which are non-tradable and physically-settled, are set out below:

Date of grant	Eligible Recipients	Terms of the instrument	No. of ordinary shares (thousands)	Vesting Conditions
January 10, 2023	Underwriters and/or their representatives	Non-Tradable Warrants	1,625	Exercisable immediately for 5 years
March 30, 2023	Chairman of the Board	Restricted share units (1)	1,340	12 quarterly tranches
March 30, 2023	Chairman of the Board	Performance share units (1)	1,340	Vesting upon achievement of a pre-determined milestone
April 20, 2023	Chief Executive Officer	Restricted share units (2)	1,910	12 quarterly tranches
April 20, 2023	Chief Executive Officer	Performance share units (2)	1,910	Vesting upon achievement of a pre-determined milestone
June 25, 2023	Company Employees	Restricted Share Units (3)	11,510	12 quarterly tranches
Total securities exercisable into shares			19,635
(1)	On March 30, 2023, the Chairman of the Board, who had waived unvested, out-of-the-money options, was granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of out-of-the-money options that the Chairman of the Board had waived. The incremental fair value of this grant, amounting to USD 87 thousand, is recognized over the course of 12 quarterly installments. The Chairman was also granted performance share units, which will vest in full upon the achievement of one of the following milestones:
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i.	engagement with a strategic partner / investor (a corporation operating in the field of food, healthcare, pharmaceuticals or printing) for an investment in the company or its subsidiaries, in cash in an amount of not less than five hundred thousand dollars;
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ii.	submission of a regulatory approval to the U.S. FDA, Singapore Food Agency or European Food Safety Authority, for the commercial sale or distribution of our products; or
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iii.	engagement with a strategic partner (a corporation operating in the field of food, healthcare, pharmaceuticals or printing) in a joint development agreement to collaborate to develop technology or products for the purpose of later commercialization.
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As of June 30, 2023, the Company's management assessed the completion percentage of a milestone, leading to the recognition of share-based payment expenses amounting to USD 47 thousand.

(2)

On April 20, 2023, the Chief Executive Officer, who had waived unvested, out-of-the-money options, was granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of out-of-the-money options that the Chief Executive Officer had waived. The incremental fair value of this grant, amounting to USD 134 thousand, is recognized over the course of 12 quarterly installments. The Chief Executive Officer was also granted performance share units, which will vest in full upon the achievement of one of the aforementioned milestones.

As of June 30, 2023, the Company's management assessed the completion percentage of a milestone, leading to the recognition of share-based payment expenses amounting to USD 87 thousand.

(3)

On June 25, 2023, Company employees were granted restricted share units. The incremental fair value of the grant was calculated as the difference between the fair value of the restricted share units and the net fair value of unvested out-of-the-money options that employees had separately waived. This incremental fair value, in the amount of USD 820 thousand, will be recognized over the course of 12 quarterly installments. The Company also issued restricted share units to its new employees, with a fair value of USD 89 thousand.

F - 16

Note 9 – Share-based payments (cont'd)

B.	Information on measurement of fair value of share-based payment plans for the incremental value

The fair value at the dates the options were waived was estimated using a binomial option pricing model.

Breakdown of the parameters used for measuring fair value at the date the out-of-the-money options were waived:

	Options
Incremental fair value at the dates the options were waived	USD 111 thousand
Parameters taken into account in the fair value calculation:
Share price (USD at date awarded)	0.68-0.88
Exercise price (USD unlinked)	1.96-9.62
Expected volatility (weighted average)	97.54%-104.19%
Risk-free interest rate	3.78%-4.71%
Expected rate of dividend	0%

The expected volatility (standard deviation) was determined on weighted average share price volatility of similar companies. The estimated contractual term of the options is equal to the remaining contractual life of the option. The risk-free interest rate was based on US bonds, with a duration to maturity equivalent to the remaining useful life of the options. The share price was used according to quoted share prices on Nasdaq.

The total expense over the six months ended June 30, 2023, amounted to approximately USD 0.25 million (NIS 0.9 million) six months ended 30,2022 - USD 1.0 million (NIS 3.4 million), and year ended December 31, 2022 - USD 1.1 million (NIS 3.8 million).

Note 10 – Research and Development Expenses

	Six months ended<br> June 30,	Six months ended<br> June 30,	Year ended<br> December 31,
	2023	2022*	2022*
	thousands	thousands	thousands
Salaries, wages and related expenses^(1)^
Share-based payment^(1)^
Materials
Professional services
Maintenance, office and software fees
Depreciation and amortization
D&O insurance
Others
Total Research and Development Expenses

All values are in US Dollars.

*Restated- see Note 3 for discontinued operation

(1) Including expenses in respect of related parties - see Note 15.

F - 17

Note 11 – Marketing Expenses

	Six months ended<br> June 30,	Six months ended<br> June 30,	Year ended<br> December 31,
	2023	2022*	2022*
	thousands	thousands	thousands
Salaries, wages and related expenses^(1)^
Share-based payment^(1)^
PR and advertisement
Maintenance, office and software fees
Depreciation and amortization
D&O insurance
Others
Total Marketing Expenses

All values are in US Dollars.

*Restated- see Note 3 for discontinued operation

(1) Including expenses in respect of related parties - see Note 15.

Note 12 – General and Administrative Expenses

	Six months ended<br> June 30,	Six months ended<br> June 30,	Year ended<br> December 31,
	2023	2022*	2022*
	thousands	thousands	thousands
Salaries, wages and related expenses^(1)^
Share-based payment^(1)^
Legal and professional services^(1)^
D&O insurance
Corporate costs
Maintenance, office and software fees
Depreciation and amortization
Others
Total General and Administrative Expenses

All values are in US Dollars.

*Restated- see Note 3 for discontinued operation

(1) Including expenses in respect of related parties - see Note 15.

F - 18

Note 13 – Financing Income and Expenses

	Six months ended<br> June 30,	Six months ended<br> June 30,		Year ended<br> December 31,
	2023	2022*		2022*
	thousands	thousands		thousands
Financial Income
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss
Interest income in cash and cash equivalents
Net foreign exchange income
Total Financial Income
Financial Expenses
Interest expense on lease liabilities
Net foreign exchange loss
Derivative issuance expenses
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss
Loss from investment in financial assets through profit or loss fair value
Bank interest and commission expenses
Total Financial Expenses
Net financing expenses (income) recognized in profit or loss			)		)

All values are in US Dollars.

*Restated- see Note 3 for discontinued operation

Note 14 – Contingent Liabilities

A.	From time to time, the Company may be party to litigation or other legal proceedings that it considers to be a part of the ordinary course of its business. The Company is not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on its business, prospects, financial condition or results of operations.

In November 2020, the Israeli Securities Authority, or ISA, initiated an administrative proceeding claiming negligent misstatement regarding certain immediate and periodic reports published by the Company’s predecessor (Ophectra) during the years 2017 and 2018, prior to the merger with MeaTech and prior to establishment of the settlement fund in connection with the Merger. In February 2021, the trustee of the settlement fund informed the Company that the ISA views the Company as a party to this proceeding, notwithstanding the settlement and establishment of the settlement fund. This proceeding is of an administrative nature and carries a potential penalty in the form of a monetary fine which, under applicable Israeli law, could be as high as NIS 5 million. In April 2021, following negotiations with the ISA, the Company agreed to settle the matter for USD 0.2 million (NIS 0.7 million), for which the Company recorded a provision. The settlement is subject to approval of the ISA’s Enforcement Committee. As similar proceedings with several other companies found the companies not liable, the Company has initiated procedures to obtain a similar finding with respect to the Company, notwithstanding the settlement, however due to lack of certainty with the regard to the outcome of these procedures, the Company has retained the aforementioned provision.

B.	In February 2021, a civil claim was lodged against the settlement fund, relating to Ophectra's activities prior to establishment of the settlement fund, in an amount of USD 0.7 million (NIS 2.5 million). The Company believes that it is more likely than not that no final ruling will be decided against the settlement fund.

F - 19

Note 15 – Related and Interested Parties

A. Balances with related parties

	Six months ended<br> June 30,	Six months ended<br> June 30,	Year ended <br> December 31,
	2023	2022	2022
	thousands	thousands	thousands
Trade and other payables
Other investment (1)

All values are in US Dollars.

(1)	For further information see Note 6C

B. Expense amounts with respect to related parties

	Period ended <br> June 30,	Period ended <br> June 30,	Year ended <br> December 31,
	2023	2022	2022
	thousands	thousands	thousands
General and administrative expenses
Salaries, wages and related expenses
Legal and professional services
Share-based payments
Sales and Marketing expenses
Salaries, wages and related expenses
Professional services
Share-based payments
Research & Development expenses
Salaries, wages and related
Share-based payments

All values are in US Dollars.

The senior executives of the Company are entitled to a salary, including standard social benefits and domestic travel expenses, an annual performance-based bonus and share-based compensation incentives. 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).

Arik Kaufman, CEO of the Company, and Yaron Kaiser, Chairman of the Board of Directors, are also founding partners of BlueOcean Sustainability Fund, LLC, doing business as BlueSoundWaves which provide to the Company marketing, promotional, 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. BlueSoundWaves is led by prominent investors Ashton Kutcher, Guy Oseary, and Effie Epstein.

F - 20

Note 16 – Financial Instruments

The Company has exposure to the following risks from its use of financial instruments: credit, liquidity and market risks, this note presents qualitative information about the Company’s exposure to each of the above risks, and the Company’s objectives, policies and processes for measuring and managing risk.
A.	Framework for risk management<br><br> <br><br><br> <br>The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.<br><br> <br><br><br> <br>The Company’s risk management policy was formulated to identify and analyze the risks that the Company faces, to set appropriate limits for the risks and controls, and to monitor the risks and their compliance with the limits. The risk policy and risk management methods are reviewed regularly to reflect changes in market conditions and in the Company’s operations. The Company acts to develop an effective control environment in which all employees understand their roles and commitment.
---	---
B.	Credit risk<br><br> <br><br><br> <br>Credit risk is the risk of financial loss to the Company if a debtor or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from the Company’s receivables.<br><br> <br><br><br> <br>The Company restricts exposure to credit risk by investing only in bank deposits.
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Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. This does not take into account the potential effect of extreme circumstances that cannot reasonably be predicted. The cash surpluses held by the Company that are not required for financing their current activity, are invested in interest-bearing investment channels, such as short-term deposits. These investment channels are chosen by the Company’s management based on future forecasts of the cash the Company will require in order to meet its liabilities.

Market risk Market risk is the risk that changes in market prices, such as foreign currency exchange rates, the CPI, interest rates and the prices of equity instruments, will influence the Company’s results or the value of its holdings in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Fair value The carrying amounts of financial assets and liabilities, including cash and cash equivalents, other receivables, trade payables and other payables are the same or proximate to their fair value. Changes in CPI affect operational contracts, mainly lease agreements.

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F - 21

Note 17 – Subsequent Events

On July 27, 2023, the Company consummated a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of: (i) 1,095,000 ADSs, each representing ten (10) ordinary shares, no par value, at an offering price of $1.00 per ADS, and (ii) pre-funded warrants to purchase up to 4,905,000 ADSs at an offering price of $0.999 per pre-funded warrant. Each of the pre-funded warrants are exercisable for one ADS. The pre-funded warrants have an exercise price of $0.001 per ADS and may be exercised at any time until exercised in full. The securities were offered in the framework of a registered direct offering. In a concurrent private placement, the Company allocated to the investor unregistered warrants to purchase up to 6,000,000 ADSs at an exercise price of $1.10 per ADS. The warrants will expire three and one-half years following the date of issuance. The gross proceeds were approximately $6.0 million, and the net proceeds were approximately $5.5 million.

On July 24, 2023, the Company announced it had entered into a Memorandum of Agreement for Strategic Cooperation (MOA) with an accredited Gulf Cooperation Council (GCC) -based governmental body as Steakholder Foods’ strategic partner, to advance food security efforts through the application of Steakholder Foods’ groundbreaking 3D printing technology. Commencing with an investment by the strategic partner in the construction of a pilot plant to produce printed hybrid-fish 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 Steakholder Foods for the procurement of its 3D-printer technologies, followed by a milestone-based sales and procurement plan for industrial-scale output.

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F - 22

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, 2022, filed with the Securities and Exchange Commission on April 4, 2023, or the Annual Report, including the consolidated annual financial statements as of December 31, 2021 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, 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, headquartered in Rehovot, Israel, that initiated activities in 2019 and are listed on the Nasdaq Capital Market under the ticker “STKH”. We believe that cultivated meat technologies hold significant potential to improve meat production, develop a sustainable livestock system, simplify the meat supply chain, and offer consumers a range of new product offerings.

We are on a mission to make meat sustainable, delicious, and clean. We aim to provide an alternative to industrialized animal farming that reduces carbon footprint, minimizes water and land usage, and prevents the slaughtering of animals. By adopting a modular factory design, we expect to be able to offer a sustainable solution for producing a variety of beef, chicken, pork and seafood products, both as raw materials and whole cuts.

We are developing cultivated meat technologies, including three-dimensional printing technology, together with biotechnology processes and customizable manufacturing processes in order to manufacture cultivated meat that does not require animal slaughter. We are developing a novel, proprietary three-dimensional bioprinter to deposit layers of customized bio-ink in a three-dimensional geometry to form structured cultivated meat. We believe that the cultivated meat production processes we are developing, which are designed to offer our eventual customers an alternative to industrial slaughter, 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 August 2020, we announced the completion of Project Carpaccio, whereby we printed a thin slice of meat consisting of muscle and fat tissue developed from stem cells, having developed the entire growth process of the tissue components, followed by three-dimensional printing using our dedicated, in-house printer.

In December 2021, we announced that we had successfully three-dimensionally printed a 3.67 oz cultivated steak, primarily composed of cultivated fat and muscle tissues. While cultivated meat companies have made some progress developing unstructured, or even undifferentiated, alternative meat products, such as minced meat and sausage, to the best of our knowledge, the industry has struggled in developing high-margin, high-value structured and cultivated meat products such as steak. Unlike minced meat, a cultivated meat steak product has to grow in fibers and contain connective tissues and fat. To be adopted by diners, we believe that cultivated steaks will need to be meticulously engineered to look and smell like conventional meat, both before and after cooking, and to taste and feel like meat to the diner. We believe that we are the first company to be developing both a proprietary bioprinter and the related processes for growing cultivated meat to focus on what we believe is a high value sector of the alternative protein market.

In May 2022, we joined the 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 July 2023, we announced that we had entered into a Memorandum of Agreement for Strategic Cooperation (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 hybrid-fish 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 its 3D-printer technologies, followed by a milestone-based sales and procurement plan for industrial-scale output.

We are led by our Chief Executive Officer, Arik Kaufman, who has founded various Nasdaq- and Tel Aviv Stock Exchange, or TASE, -traded foodtech companies, and currently serves as director of Wilk Technologies Ltd. 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 the Company’s growth. Mr. Kaufman holds extensive personal experience in the fields of foodtech and bio-tech law, and has led and managed numerous complex commercial negotiations, as part of local and international fundraising, 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.

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, 2023 Compared to Six Months Ended June 30, 2022

Research and Development Expenses. Research and Development expenses increased by 14%, from $3.0 million in the six-month period ended June 30, 2022 to $3.4 million in the six-month period ended June 30, 2023. The increase resulted mainly from our growing investment in research and development, especially personnel, as we achieve our milestones and expand our cultured meat technology capabilities.

Marketing Expenses. Marketing expenses decreased by 37%, from $1.9 million in the six-month period ended June 30, 2022 to $1.1 million in the six-month period ended June 30, 2023. The decrease resulted mainly from decreases in consulting expenses resulting from a focusing our marketing strategy, and decreased share-based payment expenses.

General and Administrative Expenses. General and administrative expenses decreased by 33%, from $3.3 million in the six-month period ended June 30, 2022 to $2.2 million in the six-month period ended June 30, 2023. The decrease resulted mainly from decreased insurance expenses, and decreased share-based payment expenses.

Finance Expenses, Net. Finance expenses, net, reached $0.3 million in the six-month period ended June 30, 2023, compared to net finance income of $0.9 million in the six-month period ended June 30, 2022. The change resulted mainly from an increase in finance expenses due to an increase in the fair value of warrants that we issued to investors and re-measure periodically, and a decrease in the fair value of other assets that we re-measure periodically, partially offset by an increase in the fair value of financial instruments that we re-measure periodically, as well as interest received.

Net loss. Net loss from continuing operations decreased by 3%, from $7.2 million in the six-month period ended June 30, 2022 to $7.0 million in the six-month period ended June 30, 2023.

Discontinued operation. Net loss from a discontinued operation (that of Peace of Meat BV) increased by 62%, from $1.9 million in the six-month period ended June 30, 2022 (reclassified after Peace of Meat was determined to be a discontinued operation) to $3.1 million in the six-month period ended June 30, 2023. Peace of Meat ceased operations in April 2023, following a cessation of funding in the context of optimizing the Company’s funds and investment strategy, alongside enabling a greater focus on recently-announced core goals such as accelerating the commercialization of its 3D printing technology.

Liquidity and Capital Resources

As of June 30, 2023, we had $3.9 million in cash, cash equivalents and short-term bank deposits compared to $6.3 million as of December 31, 2022. The decrease resulted mainly from our ongoing operations. Subsequent to the balance sheet date, we completed a $6 million fundraising round. Pro forma to the capital raise and net of associated fees, our cash position as of June 30, 2023 was $9.4 million. We believe that our current working capital and cash flow from operations are sufficient to meet our operating cash requirements at least until Q2 2024.

Net cash used in operating activities

For the six months ended June 30, 2023, we used cash in the amount of $7.7 million in our operating activities, compared to $7.4 million for the six months ended June 30, 2022. The increase resulted mainly from the increasing scope of our research and development activities (especially manpower, materials and associated expenses).

Net cash used in investing activities

For the six months ended June 30, 2023, we used cash in the amount of $0.6 million in our investing activities, compared to $2.5 million for the six months ended June 30, 2022. The decrease resulted mainly from a decrease in equipment expenses following the discontinuation of activities of Peace of Meat in April 2023.

Net cash provided by financing activities

For the six months ended June 30, 2023, our net cash provided by financing activities was in the amount of $6.0 million, compared to $0.3 million for the six months ended June 30, 2022. The increase resulted from proceeds of a fundraising round.

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.