State of Israel
|
2000
|
Not Applicable
|
(State or other jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
Classification Code Number)
|
|
Brian K. Rosenzweig
|
Yaron Kaiser, Adv.
|
Gary Emmanuel, Esq.
|
Zvi Gabbay
|
Sarah C. Griffiths
|
Ron Shuhatovich
|
||
Covington & Burling LLP
|
Kaufman, Rabinovich, Kaiser, Raz & Co.
|
McDermott Will & Emery LLP
|
Barnea & Co.
|
620 Eighth Avenue
|
40 Tuval Street
|
340 Madison Avenue
|
58 HaRakevet St.
|
New York, NY 10018
|
Ramat Gan 5252247, Israel
|
New York, NY 10173
|
Tel Aviv 6777016, Israel
|
Tel: (212) 841-1000
|
Tel: +972 (3) 374-2282
|
Tel: (212) 547-5400
|
Tel: +972 (3) 640-0600
|
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,
2012.
|
Title of each class of securities to be registered(1)
|
Amount to be Registered(2)
|
Proposed Maximum Offering Price Per Share
|
Proposed Maximum Aggregate Offering Price(3)
|
Amount of Registration Fee(4)
|
||||||||||||
Ordinary shares, no par value, as represented by American Depositary Shares
|
19,039,750
|
$
|
1.51
|
$
|
28,750,023
|
$
|
3,137
|
(1) |
All ordinary shares will be represented by American Depositary Shares, or ADSs, with each ADS representing 10 ordinary shares. ADSs issuable upon deposit of ordinary shares registered hereby will be registered under a separate
registration statement on Form F-6.
|
(2) |
Includes 2,483,450 additional ordinary shares represented by 248,345 ADSs that may be sold upon exercise of an option to purchase additional ADSs granted to the underwriters.
|
(3) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended.
|
(4) |
Previously paid.
|
Per ADS
|
Total | |||||||
Initial public offering price
|
$ |
|
$ |
|
||||
Underwriting discounts and commissions(1)
|
$ |
|
$ |
|
||||
Proceeds to us (before expenses)
|
$ |
|
$ |
|
4 | |
16 | |
47 | |
49 | |
50 | |
51 | |
52 | |
55
|
|
62 | |
73 | |
91 | |
102 | |
104 | |
105
|
|
110 | |
118 | |
120 | |
127 | |
132
|
|
132 | |
133 | |
134 | |
135 | |
F - 1
|
|
• |
We are developing technologies and processes with the potential to allow food processing and food retail companies to create products that are healthier for the consumer. We
are dedicated to developing technologies and processes that are designed to create cuts of meat that require substantially less antibiotic and growth-hormone treatments than conventionally-farmed meat. The proprietary technologies and
processes we are developing are designed to allow food companies to manufacture meat under laboratory conditions on an industrial scale. We believe the use of meat manufactured under laboratory conditions minimizes or eliminates a
number of hygiene-related risks to the consumer, such as the risk of transmission of pathogens from animals to humans, as happened at the outset of the COVID-19 pandemic and numerous other human health crises.
|
|
• |
Our technologies and processes have the potential to be sustainable. We are developing a meat production process that is designed to provide sustainability in an industry
that is not otherwise expected to be able to meet the growing demand for protein caused by rising population numbers and global affluence, due to inefficiencies inherent in conventional meat farming. These include the large amount of
land and water use needed for raising livestock, causing precious natural resources to be squandered.
|
|
• |
Our mission is aligned with consumer sentiment and demand. We believe that our technologies and processes have the potential to capitalize on growing consumer preferences
for real meat proteins that do not involve animal suffering or slaughter, and do not entail significant negative environmental consequences including, but not limited to, those that exacerbate climate change, such as the release of
methane and effluent run-off.
|
|
• |
We are focused on providing customers with industrial scale-up capability. Much of the work in the development of alternative proteins has been focused on developing
individual proof-of-concept products which may not feasibly scale up to the industrial quantities needed for a profitable business. We are designing our technology and processes with large-scale cultured meat production in mind to be
measurable in tons of meat produced daily.
|
|
• |
We have experienced and accomplished leadership with strong backgrounds in a variety of fields. The research and development of cultured meat products requires personnel
with up-to-date professional knowledge and interdisciplinary expertise, as well as the ability to combine different areas of knowledge for the development of different products. Our CEO previously founded and was CTO of Nano Dimension
Ltd. (TASE/Nasdaq: NNDM), which developed a complete desktop three-dimensional printing system for multilayer printed circuit boards. Previously, he held research and development leadership positions at XJET and HP Indigo Division. We
have carefully selected personnel for the rest of our executive management team who possess substantial industry experience and share our core values, from diverse fields including bioprinting, tissue engineering, industrial stem cell
growth, and bioprinter and print materials development. We believe this blend of talent and experience gives us the requisite insights and capabilities to execute our plan to develop technologies designed to meet demand in a scalable,
profitable and sustainable way.
|
|
• |
We have experienced net losses in every period since the inception of MeaTech and we expect to continue incurring significant losses for the foreseeable future and may never become profitable;
|
|
• |
We have a limited operating history to date and our prospects will be dependent on our ability to meet a number of challenges;
|
|
• |
Our business and market potential are unproven, and we have limited insight into trends that may emerge and affect our business;
|
|
• |
We are wholly dependent on the success of our cultured meat manufacturing technologies, including our cultured steak technologies, and we have limited data on the performance of our technologies to date;
|
|
• |
The research and development associated with technologies for cultured meat manufacturing, including three-dimensional meat production, is a lengthy and complex process;
|
|
• |
Business or economic disruptions or global health concerns, including the novel coronavirus disease, or COVID-19, pandemic, may have an adverse impact on our business and results of operations;
|
|
• |
We may not be able to compete successfully in our highly competitive market;
|
|
• |
We may suffer reputational harm due to real or perceived quality or health issues with products manufactured by our licensees using our technology;
|
|
• |
Consumer preferences for alternative proteins in general, and more specifically cultured meats, are difficult to predict and may change, and, if we are unable to respond quickly to new trends, our business may be adversely affected;
|
|
• |
We have no manufacturing experience or resources and we expect we will incur significant costs to develop this expertise or need to rely on third parties for manufacturing;
|
|
• |
We expect that a small number of customers will account for a significant portion of our revenues, and the loss of one or more of these customers could adversely affect our financial condition and results of operations;
|
|
• |
We expect that products utilizing our technologies will be subject to regulations that could adversely affect our business and results of operations;
|
|
• |
Regulatory authorities may impose new regulations on manufacturers of alternative proteins;
|
|
• |
Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the U.S. Department of Agriculture, state regulators or similar foreign regulatory authorities that relate to the use of the word “meat”
or other similar words in connection with cultured meat products could adversely affect our business, prospects, results of operations or financial condition;
|
|
• |
If we are unable to obtain and maintain effective intellectual property rights for our technologies, we may not be able to compete effectively in our markets;
|
|
• |
If there are significant shifts in the political, economic and military conditions in Israel, it could have an adverse impact on our operations; and
|
|
• |
If we encounter delays or challenges, such as operational challenges inherent in managing a foreign business, we may not fully realize the anticipated benefits of the acquisition of Peace of Meat.
|
|
• |
a requirement to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of
Operations disclosure;
|
|
• |
to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirement to hold a
non-binding advisory vote on executive compensation, including golden parachute compensation;
|
|
• |
an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and
|
|
• |
an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor’s report providing additional information about the audit and the financial
statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Emerging Growth Company Status.”
|
|
• |
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;
|
|
• |
the requirement to comply with Regulation FD, which restricts selective disclosure of material information;
|
|
• |
the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
|
|
• |
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified
significant events.
|
ADSs we are offering
|
1,655,630 ADSs, representing 16,556,300 ordinary shares (or 1,903,975 ADSs, representing 19,039,750 ordinary shares, if the underwriters exercise their option to purchase additional ADSs in full).
|
Ordinary shares to be outstanding after this offering
|
101,854,406 ordinary shares, including ordinary shares represented by outstanding ADSs (or 104,337,851 ordinary shares if the underwriters exercise their option to purchase additional ADSs in full).
|
The ADSs
|
Each ADS represents 10 of our ordinary shares, no par value.
The depositary will hold ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to
time.
To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed
as an exhibit to the registration statement that includes this prospectus.
|
Option to purchase additional
ADSs
|
We have granted the underwriters an option to purchase up to 248,345 additional ADSs from us for a period of 30 days after the date of this prospectus at the public offering price, less underwriting
discounts and commissions.
|
Use of proceeds
|
We estimate that we will receive net proceeds from this offering of approximately $21.9 million, or approximately $25.4 million if the underwriters exercise their option to purchase additional ADSs in
full, from the sale by us of ADSs in this offering, based on an assumed initial public offering price of $15.10 per ADS which is based on the last reported sale price of our ordinary shares on the TASE on March 2, 2021 of $1.51 per
ordinary share (based on the exchange rate reported by the Bank of Israel on that date, which was NIS 3.299 = $1.00), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to
use the net proceeds from this offering to advance our program to develop commercial technologies to manufacture alternative foods, including potential acquisitions of other companies whose technologies are complementary or
synergistic to our own, and for general corporate purposes, including working capital requirements. See “Use of Proceeds” for more information.
|
Risk factors
|
See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the ADSs.
|
Depositary
|
The Bank of New York Mellon
|
Proposed Nasdaq Capital Market symbol
|
“MITC”
|
Tel Aviv Stock Exchange symbol
|
“MEAT”
|
|
• |
8,261,087 ordinary shares issuable upon exercise of options outstanding as of March 2, 2021 at a weighted average exercise price of $0.90 per share;
|
|
• |
25,189,573 ordinary shares issuable upon exercise of investor warrants outstanding as of March 2, 2021 at a weighted average exercise price of $1.23 per share;
|
|
• |
1,169,068 ordinary shares issuable upon the vesting of restricted share units, or RSUs, outstanding as of March 2, 2021, in return for which recipients are required to pay a weighted average of $0.09 per share;
|
|
• |
6,359,480 ordinary shares issuable upon vesting of merger warrants that had been granted and remained outstanding as of March 2, 2021 with no exercise price;
|
|
• |
5,445,764 ordinary shares issuable upon exercise of rights to investors that had been granted and remained outstanding as of March 2, 2021 at a weighted average exercise price of $0.23 per share; and
|
|
• |
1,925,000 ordinary shares issuable upon exercise of warrants underlying rights to investors that had been granted and remained outstanding as of March 2, 2021 at a weighted average exercise price of $1.20 per share.
|
|
• |
an assumed initial public offering price of $15.10 per ADS, which is based on the last reported sale price of our ordinary shares on the TASE on March 2, 2021 of $1.51 per ordinary share (based on the exchange rate reported by the
Bank of Israel on that date, which was NIS 3.299 = $1.00);
|
|
• |
no exercise of the outstanding options described above;
|
|
• |
no issuance of ordinary shares upon vesting of the RSUs described above;
|
|
• |
no exercise of rights upon vesting of the share rights described above;
|
|
• |
no exercise of the warrants to purchase ordinary shares described above; and
|
|
• |
no exercise by the underwriters of their option to purchase up to 248,345 additional ADSs from us.
|
|
Six Months Ended June 30,
|
Year Ended December 31,
|
Eight-Month Period Ended December 31,
|
|||||||||||||
|
2020
|
2019
|
2019
|
2018
|
||||||||||||
Consolidated Statement of Income:
|
(USD, in thousands, except per share data)
|
|||||||||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
51
|
||||||||
Operating expenses:
|
||||||||||||||||
Research and development expenses
|
850
|
14
|
166
|
-
|
||||||||||||
General and administrative expenses
|
2,006
|
38
|
256
|
53
|
||||||||||||
Public listing expenses
|
10,164
|
-
|
-
|
-
|
||||||||||||
Operating loss
|
13,020
|
52
|
422
|
2
|
||||||||||||
Financing expense (income), net
|
(56
|
)
|
-
|
1
|
-
|
|||||||||||
Net loss
|
$
|
12,964
|
$
|
52
|
$
|
423
|
$
|
2
|
||||||||
Net loss per ordinary share, basic and diluted(1)
|
$
|
0.262
|
$
|
0.003
|
$
|
0.022
|
$
|
0
|
||||||||
Weighted average number of ordinary shares
outstanding, basic and diluted
|
49,476,813
|
14,919,810
|
19,484,478
|
14,919,810
|
|
(1) |
Net loss per share for periods prior to the closing date of the Merger were calculated by dividing the weighted average of MeaTech 3D’s ordinary shares that were outstanding during the corresponding periods, into the loss or earnings
of MeaTech in the corresponding periods, multiplied by the exchange ratio according to which ordinary shares of MeaTech 3D were issued in return for ordinary shares of MeaTech. Subsequent to the Merger date, the weighted average of the
ordinary shares used in calculating the net loss per share is that of MeaTech 3D.
|
|
As of June 30, 2020
|
|||||||||||
|
Actual
|
Pro Forma(1)
|
Pro Forma As Adjusted (2)(3)
|
|||||||||
Consolidated Statements of Financial Position Data:
|
(USD, in thousands)
|
|||||||||||
Cash and cash equivalents
|
$
|
5,201
|
$
|
13,026
|
$
|
34,930
|
||||||
Total assets
|
7,064
|
24,741
|
46,645
|
|||||||||
Total liabilities
|
608
|
2,273
|
2,273
|
|||||||||
Total shareholders’ equity
|
$
|
6,456
|
$
|
22,468
|
$
|
44,372
|
|
(1) |
The pro forma consolidated statements of financial position data give effect to (i) private placements of our securities in August 2020 and December 2020, in which we received $5.6 million and $6.4 million, respectively, in immediate
aggregate net proceeds and (ii) our acquisition of the outstanding securities of Peace of Meat in return for net cash consideration (i.e., closing cash consideration paid to Peace of Meat shareholders and in legal and finder’s fees,
less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million).
|
|
(2) |
The pro forma as adjusted consolidated statements of financial position data give further effect to the issuance and sale of 1,655,630 ADSs by us in this offering at the assumed initial public offering price of $15.10 per ADS, which
is based on the last reported sale price of our ordinary shares on the TASE on March 2, 2021 of $1.51 per ordinary share (based on the exchange rate reported by the Bank of Israel on that date, which was NIS 3.299 = $1.00), after
deducting underwriting discounts and commissions and estimated offering expenses payable by us.
|
|
(3) |
A $1.00 increase (decrease) in the assumed initial public offering price of $15.10 per ADS, which is based on the last reported sale price of our ordinary shares on the TASE on March 2, 2021 of $1.51 per ordinary share (based on the
exchange rate reported by the Bank of Israel on that date, which was NIS 3.299 = $1.00), would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by
approximately $1.5 million, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses
payable by us. Each increase (decrease) of 100,000 in the number of ADSs we are offering would increase (decrease) each of our pro forma as adjusted cash and cash equivalents, total shareholders’ equity and total capitalization by
approximately $1.4 million, assuming no change in the assumed initial public offering price per ADS, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
|
|
Six Months Ended August 31, 2020
|
Period Ended
February 29, 2020
|
||||||
Statement of Loss:
|
(EUR in thousands, except per share data)
|
|||||||
Operating expenses:
|
||||||||
Research and development expenses
|
548
|
138
|
||||||
Selling, general and administrative expenses
|
174
|
163
|
||||||
Operating loss
|
722
|
301
|
||||||
Financing expense (income), net
|
138
|
215
|
||||||
Net loss
|
860
|
516
|
|
As of August 31, 2020
|
|||
Statement of Financial Position Data:
|
(EUR in thousands)
|
|||
Cash and cash equivalents
|
312
|
|||
Total assets
|
550
|
|||
Total liabilities
|
1,395
|
|||
Total shareholders’ equity
|
(845
|
)
|
|
• |
Our progress with current research and development activities;
|
|
• |
the number and characteristics of any products or manufacturing processes we develop or acquire;
|
|
• |
the expenses associated with our marketing initiatives;
|
|
• |
the timing, receipt and amount of milestone, royalty and other payments from future customers and collaborators, if any;
|
|
• |
the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes;
|
|
• |
any lawsuits related to our products or commenced against us;
|
|
• |
the expenses needed to attract, hire and retain skilled personnel;
|
|
• |
the costs associated with being a public company in both Israel and the United States; and
|
|
• |
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation.
|
|
• |
increased operating expenses and cash requirements;
|
|
• |
the assumption of additional indebtedness or contingent liabilities;
|
|
• |
assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;
|
|
• |
the diversion of our management’s attention from our existing programs and initiatives in pursuing such a strategic merger or acquisition;
|
|
• |
retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships;
|
|
• |
risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing technologies; and
|
|
• |
our inability to generate revenue from acquired technologies or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.
|
|
• |
the judgment is enforceable in the state in which it was given;
|
|
• |
the judgment was rendered by a court of competent jurisdiction under the rules of private international law prevailing in Israel;
|
|
• |
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
|
|
• |
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard;
|
|
• |
the judgment and the enforcement of the judgment are not contrary to the law, public policy, security or sovereignty of the State of Israel;
|
|
• |
the judgment was not obtained by fraudulent means and does not conflict with any other valid judgment in the same matter between the same parties; and
|
|
• |
an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court.
|
|
• |
changes in the prices of our raw materials or the products manufactured in factories using our technologies;
|
|
• |
the trading volume of the ADSs;
|
|
• |
the effects of the COVID-19 pandemic;
|
|
• |
general economic, market and political conditions, including negative effects on consumer confidence and spending levels that could indirectly affect our results of operations;
|
|
• |
actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results;
|
|
• |
announcements by us or our competitors of innovations, other significant business developments, changes in distributor relationships, acquisitions or expansion plans;
|
|
• |
announcement by competitors or new market entrants of their entry into or exit from the alternative protein market;
|
|
• |
overall conditions in our industry and the markets in which we intend to operate;
|
|
• |
market conditions or trends in the packaged food sales industry that could indirectly affect our results of operations;
|
|
• |
addition or loss of significant customers or other developments with respect to significant customers;
|
|
• |
adverse developments concerning our manufacturers and suppliers;
|
|
• |
changes in laws or regulations applicable to our products or business;
|
|
• |
our ability to effectively manage our growth and market expectations with respect to our growth, including relative to our competitors;
|
|
• |
changes in the estimation of the future size and growth rate of our markets;
|
|
• |
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
|
• |
additions or departures of key personnel;
|
|
• |
competition from existing products or new products that may emerge;
|
|
• |
issuance of new or updated research or reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;
|
|
• |
variance in our financial performance from the expectations of market analysts;
|
|
• |
our failure to meet or exceed the estimates and projections of the investment community or that we may otherwise provide to the public;
|
|
• |
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
|
• |
disputes or other developments related to proprietary rights, including patents, and our ability to obtain intellectual property protection for our products;
|
|
• |
litigation or regulatory matters;
|
|
• |
announcement or expectation of additional financing efforts;
|
|
• |
our cash position;
|
|
• |
sales and short-selling of the ADSs;
|
|
• |
our issuance of equity or debt;
|
|
• |
changes in accounting practices;
|
|
• |
ineffectiveness of our internal controls;
|
|
• |
negative media or marketing campaigns undertaken by our competitors or lobbyists supporting the conventional meat industry;
|
|
• |
the public’s response to publicity relating to the health aspects or nutritional value of products to be manufactured in factories using our technologies; and
|
|
• |
other events or factors, many of which are beyond our control.
|
|
• |
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
|
|
• |
are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;
|
|
• |
are not liable if we exercise or it exercises discretion permitted under the deposit agreement;
|
|
• |
are not liable for the inability of any holder of the ADSs to benefit from any distribution on deposited securities that is not made available to holders of the ADSs under the terms of the deposit agreement, or for any special,
consequential or punitive damages for any breach of the terms of the deposit agreement;
|
|
• |
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on behalf of the holders of the ADSs or any other person;
|
|
• |
are not liable for the acts or omissions of any securities depositary, clearing agency or settlement system; and
|
|
• |
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.
|
|
• |
an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act; and
|
|
• |
an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would
be required to provide additional information about our audit and our financial statements.
|
|
• |
our estimates regarding our expenses, future revenue, capital requirements and needs for additional financing;
|
|
• |
our expectations regarding the success of our cultured meat manufacturing technologies we are developing, which will require significant additional work before we can potentially launch commercial sales;
|
|
• |
our research and development activities associated with technologies for cultured meat manufacturing, including three-dimensional meat production, which involves a lengthy and complex process;
|
|
• |
our expectations regarding the timing for the potential commercial launch of our cultured meat technologies;
|
|
• |
our ability to successfully manage our planned growth, including with respect to our recent acquisition of Peace of Meat, and any future acquisitions, joint ventures, collaborations or similar transactions;
|
|
• |
the potential business or economic disruptions caused by the COVID-19 pandemic;
|
|
• |
the competitiveness of the market for our cultured meat technologies;
|
|
• |
our ability to enforce our intellectual property rights and to operate our business without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties;
|
|
• |
our ability to predict and timely respond to preferences for alternative proteins and cultured meats and new trends;
|
|
• |
our ability to attract, hire and retain qualified employees and key personnel; and
|
|
• |
other risks and uncertainties, including those listed in the section titled “Risk Factors.”
|
|
• |
on an actual basis;
|
|
• |
on a pro forma basis to give effect to (i) private placements of our securities in August 2020 and December 2020, in which we received $5.6 million and $6.4 million, respectively, in immediate aggregate net proceeds and (ii) our
acquisition of the outstanding securities of Peace of Meat, in return for net cash consideration (i.e., closing cash consideration less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million) and closing equity
consideration of 4,070,766 ordinary shares; and
|
|
• |
on a pro forma as adjusted basis to give further effect to the issuance and sale of 1,655,630 ADSs in this offering at an assumed initial public offering price of $15.10 per ADS, which is based on the last reported sale price of our
ordinary shares on the TASE on March 2, 2021 of $1.51 per ordinary share (based on the exchange rate reported by the Bank of Israel on that date, which was NIS 3.299 = $1.00), after deducting underwriting discounts and commissions and the
estimated offering expenses payable by us.
|
As of June 30, 2020
|
||||||||||||
Actual | Pro Forma | Pro Forma As Adjusted(1) | ||||||||||
(USD, in thousands, except share data)
|
||||||||||||
Shareholders’ equity:
|
||||||||||||
Ordinary shares, no par value: 1,000,000,000 shares authorized, 60,071,351 shares issued and outstanding (actual); 76,225,877 shares issued and outstanding (pro forma); 92,782,177 shares issued and outstanding
(pro forma as adjusted)
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Share capital and premium
|
18,497
|
34,566
|
56,470
|
|||||||||
Capital reserves
|
1,348
|
1,348
|
1,348
|
|||||||||
Currency translation differences reserve
|
-
|
(57
|
)
|
(57
|
)
|
|||||||
Accumulated deficit
|
(13,389
|
)
|
(13,389
|
)
|
(13,389
|
)
|
||||||
Total shareholders’ capital equity
|
$
|
6,456
|
$
|
22,468
|
$
|
44,372
|
|
• |
5,481,111 ordinary shares issuable upon exercise of options outstanding as of June 30, 2020 at a weighted average exercise price of $0.74 per share;
|
|
• |
12,491,144 ordinary shares issuable upon exercise of investor warrants outstanding as of June 30, 2020 at a weighted average exercise price of $0.93 per share;
|
|
• |
1,527,743 ordinary shares issuable upon the vesting of RSUs outstanding as of June 30, 2020, in return for which recipients are required to pay a weighted average of $0.09 per share; and
|
|
• |
12,718,960 ordinary shares issuable upon vesting of merger warrants that had been granted and remained outstanding as of June 30, 2020 with no exercise price.
|
|
• |
subtracting our consolidated liabilities from our consolidated tangible assets; and
|
|
• |
dividing the difference by the number of ordinary shares or ADSs outstanding, as applicable.
|
|
• |
an increase in consolidated tangible assets to reflect the net proceeds of this offering received by us as described under “Use of Proceeds”; and
|
|
• |
the issuance of the ADSs in this offering, based on an assumed initial public offering price of $15.10 per ADS, which is based on the last reported sale price of our ordinary shares on the TASE on March 2, 2021 of $1.51 per ordinary
share (based on the exchange rate reported by the Bank of Israel on that date, which was NIS 3.299 = $1.00).
|
|
||||
Assumed initial public offering price per ADS
|
$
|
15.10
|
||
Consolidated net tangible book value per ADS as of June 30, 2020
|
$
|
1.05
|
||
Increase in consolidated net tangible book value per ADS attributable to the pro forma adjustments described above
|
$
|
0.62
|
||
Pro forma net tangible book value per ADS
|
$
|
1.67
|
||
Increase in consolidated net tangible book value per ADS attributable to this offering
|
$
|
2.06
|
||
Pro forma as adjusted net tangible book value per ADS after this offering
|
$
|
3.73
|
||
Dilution per ADS to new investors
|
$
|
11.37
|
||
Percentage of dilution per ADS to new investors
|
75
|
%
|
ADSs purchased
|
Total consideration
|
Average price per ADS
|
||||||||||||||||||
Number
|
%
|
Amount
|
%
|
|||||||||||||||||
Existing shareholders
|
7,622,588
|
82.2
|
%
|
$
|
39,855,779
|
61.5
|
%
|
$
|
5.23
|
|||||||||||
New investors
|
1,655,630
|
17.8
|
%
|
$
|
25,000,013
|
38.5
|
%
|
$
|
15.10
|
|||||||||||
Total
|
9,278,218
|
100.0
|
%
|
$
|
64,855,792
|
100.0
|
%
|
$
|
6.99
|
ADSs purchased
|
Total consideration
|
Average price per share
|
||||||||||||||||||
Number
|
%
|
Amount
|
%
|
|||||||||||||||||
Existing shareholders
|
12,457,585
|
88.3
|
%
|
$
|
88,205,755
|
77.9
|
%
|
$
|
7.08
|
|||||||||||
New investors
|
1,655,630
|
11.7
|
%
|
$
|
25,000,013
|
22.1
|
%
|
$
|
15.10
|
|||||||||||
Total
|
14,113,215
|
100.0
|
%
|
$
|
113,205,768
|
100.0
|
%
|
$
|
8.02
|
Six Months Ended June 30,
|
Year Ended December 31,
|
Eight-Month Period Ended December 31,
|
||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
Consolidated Statement of Income:
|
(USD, in thousands, except per share data)
|
|||||||||||||||
Revenues
|
-
|
-
|
-
|
51
|
||||||||||||
Expenses:
|
||||||||||||||||
Research and development expenses
|
850
|
14
|
166
|
-
|
||||||||||||
General and administrative expenses
|
2,006
|
38
|
256
|
53
|
||||||||||||
Public listing expenses
|
10,164
|
-
|
-
|
-
|
||||||||||||
Operating loss
|
13,020
|
52
|
422
|
2
|
||||||||||||
Financing expense (income), net
|
(56
|
)
|
-
|
1
|
-
|
|||||||||||
Loss for the period
|
12,964
|
52
|
423
|
2
|
||||||||||||
Loss per ordinary share without par value
|
0.262
|
0.003
|
0.022
|
0
|
||||||||||||
Weighted average number of ordinary shares
outstanding, basic and diluted
|
49,476,813
|
14,919,810
|
19,484,478
|
14,919,810
|
As of
June 30, |
As of
December 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
Consolidated Statements of Financial Position Data:
|
(USD, in thousands)
|
|||||||||||||||
Cash and cash equivalents
|
$
|
5,201
|
$
|
5
|
$
|
1,274
|
$
|
31
|
||||||||
Total assets
|
7,064
|
8
|
1,987
|
35
|
||||||||||||
Total liabilities
|
608
|
49
|
496
|
37
|
||||||||||||
Total shareholders’ equity
|
$
|
6,456
|
$
|
(41
|
)
|
$
|
1,491
|
$
|
(2
|
)
|
|
- |
Closing consideration, or the Closing Consideration, comprised of €4.1 million ($4.6 million) in cash (including the closing finder’s cash fee of €0.1 million ($0.1 million) and legal fees of $0.1 million); 4,070,766 ordinary shares at
an aggregate value of €4.4 million valued at a fair value of €3.6 million ($4.0 million) after discount for lack of marketability, or DLOM, in our ordinary shares, stemming from recipient agreement not to re-sell these shares for a period
of 12 months from the date we complete the acquisition; and
|
|
- |
Earnout consideration contingent on the achievement of technological milestones, comprised of up to €3.9 million ($4.4 million) in cash; a finder’s fee comprised of €0.1 million ($0.1 million) in cash; and rights to receive up to
4,070,766 ordinary shares with a fair value of €2.4 million ($2.7 million).
|
|
Pro Forma Adjustment
|
|||||||||||||||||||
(thousands)
|
MeaTech 3D Ltd. Historical
USD |
Peace of Meat BV
Historical
EUR |
Peace of Meat BV
Historical
USD(1) |
Pro Forma
Adjustments USD |
Pro Forma
Combined USD |
|||||||||||||||
Current assets
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
5,201
|
312
|
$
|
372
|
$
|
(4,628
|
)
|
$
|
945
|
||||||||||
Receivables
|
73
|
64
|
76
|
-
|
149
|
|||||||||||||||
Other current assets
|
134
|
11
|
13
|
-
|
147
|
|||||||||||||||
|
||||||||||||||||||||
Total current assets
|
5,408
|
387
|
461
|
(4,628
|
)
|
1,241
|
||||||||||||||
Non-current assets
|
||||||||||||||||||||
Fixed assets, net
|
277
|
144
|
172
|
-
|
449
|
|||||||||||||||
Restricted deposits
|
72
|
-
|
-
|
-
|
72
|
|||||||||||||||
Other investments
|
1,164
|
-
|
-
|
-
|
1,164
|
|||||||||||||||
Right-of-use assets
|
143
|
14
|
17
|
-
|
160
|
|||||||||||||||
IP R&D Technology
|
-
|
-
|
-
|
9,568
|
9,568
|
|||||||||||||||
Intangible assets
|
-
|
5
|
6
|
-
|
6
|
|||||||||||||||
|
||||||||||||||||||||
Total non-current assets
|
1,656
|
163
|
195
|
9,568
|
11,419
|
|||||||||||||||
|
||||||||||||||||||||
Total assets
|
7,064
|
550
|
656
|
4,940
|
12,660
|
|||||||||||||||
|
||||||||||||||||||||
Liabilities and shareholders’ equity
|
||||||||||||||||||||
Current liabilities
|
||||||||||||||||||||
Convertible debentures
|
-
|
1,182
|
1,411
|
-
|
1,411
|
|||||||||||||||
Other payables
|
398
|
25
|
30
|
-
|
428
|
|||||||||||||||
Trade payables
|
61
|
104
|
124
|
-
|
185
|
|||||||||||||||
Lease liabilities
|
109
|
3
|
4
|
-
|
113
|
|||||||||||||||
Derivative instruments
|
3
|
-
|
-
|
-
|
3
|
|||||||||||||||
Grants received in advance
|
-
|
69
|
82
|
-
|
82
|
|||||||||||||||
|
5
|
|||||||||||||||||||
Total current liabilities
|
571
|
1,383
|
1,651
|
-
|
2,222
|
|||||||||||||||
Non-current liabilities
|
||||||||||||||||||||
Long-term lease liabilities
|
37
|
12
|
14
|
-
|
51
|
|||||||||||||||
|
||||||||||||||||||||
Total non-current liabilities
|
37
|
12
|
14
|
-
|
51
|
|||||||||||||||
Commitments
|
||||||||||||||||||||
Share capital and premium on shares
|
18,497
|
5
|
6
|
3,982
|
22,485
|
|||||||||||||||
Capital reserve
|
1,348
|
526
|
593
|
(593
|
)
|
1,348
|
||||||||||||||
Currency translation differences reserve
|
-
|
-
|
(72
|
)
|
15
|
(57
|
)
|
|||||||||||||
Accumulated deficit
|
(13,389
|
)
|
(1,376
|
)
|
(1,536
|
)
|
1,536
|
(13,389
|
)
|
|||||||||||
|
||||||||||||||||||||
Total shareholders’ deficit/equity
|
6,456
|
(845
|
)
|
(1,009
|
)
|
4,940
|
10,387
|
|||||||||||||
Total liabilities and shareholders’ deficit/equity
|
$
|
7,064
|
550
|
$
|
656
|
$
|
4,940
|
$
|
12,660
|
|
(1) |
See Note 3 – Foreign Currency Adjustments
|
|
Pro Forma Adjustment
|
|||||||||||||||||||
(thousands,
except share and per share data)
|
MeaTech 3D Ltd. Historical
USD |
Peace of Meat BV
Historical
EUR |
Peace of Meat BV
Historical
USD(1) |
Pro Forma
Adjustments USD |
Pro Forma
Combined USD |
|||||||||||||||
|
||||||||||||||||||||
Research and development expenses
|
$
|
166
|
138
|
$
|
151
|
$
|
-
|
$
|
317
|
|||||||||||
General and administrative expenses
|
256
|
163
|
181
|
-
|
437
|
|||||||||||||||
|
||||||||||||||||||||
Operating result
|
422
|
301
|
332
|
-
|
754
|
|||||||||||||||
Financial income
|
(1
|
)
|
-
|
-
|
(1
|
)
|
||||||||||||||
Financial expenses
|
2
|
215
|
238
|
-
|
240
|
|||||||||||||||
|
||||||||||||||||||||
Financial result
|
1
|
215
|
238
|
239
|
||||||||||||||||
|
||||||||||||||||||||
Loss before taxes
|
423
|
516
|
570
|
-
|
993
|
|||||||||||||||
Taxes on income
|
-
|
-
|
-
|
-
|
||||||||||||||||
|
||||||||||||||||||||
Net loss
|
423
|
516
|
570
|
-
|
993
|
|||||||||||||||
|
||||||||||||||||||||
Foreign currency translation adjustments
|
(22
|
)
|
-
|
-
|
-
|
(22
|
)
|
|||||||||||||
|
||||||||||||||||||||
Net loss
|
$
|
401
|
516
|
$
|
570
|
$
|
-
|
$
|
971
|
|||||||||||
Basic and diluted loss per share
|
$
|
0.022
|
$
|
0.042
|
||||||||||||||||
Weighted average number of shares outstanding – basic and diluted
|
19,484,478
|
4,070,766
|
23,555,244
|
|
(1) |
See Note 3 – Foreign Currency Adjustments
|
|
Pro Forma Adjustment
|
|||||||||||||||||||
(thousands, except
share and per share data)
|
MeaTech 3D Ltd. Historical
USD |
Peace of Meat BV
Historical
EUR |
Peace of Meat BV
Historical
USD(1) |
Pro Forma
Adjustments USD |
Pro Forma
Combined USD |
|||||||||||||||
|
||||||||||||||||||||
Research and development expenses
|
$
|
850
|
548
|
$
|
616
|
$
|
-
|
$
|
1,466
|
|||||||||||
General and administrative expenses
|
2,006
|
174
|
196
|
-
|
2,202
|
|||||||||||||||
Public listing expenses
|
10,164
|
-
|
-
|
10,164
|
||||||||||||||||
|
||||||||||||||||||||
Operating result
|
13,020
|
722
|
812
|
13,832
|
||||||||||||||||
Financial income
|
(56
|
)
|
(1
|
)
|
(-
|
)
|
-
|
(56
|
)
|
|||||||||||
Financial expenses
|
-
|
139
|
155
|
-
|
155
|
|||||||||||||||
|
||||||||||||||||||||
Financial result
|
(56
|
)
|
138
|
155
|
-
|
99
|
||||||||||||||
|
||||||||||||||||||||
Loss before taxes
|
12,964
|
860
|
967
|
-
|
13,931
|
|||||||||||||||
Taxes on income
|
-
|
-
|
-
|
-
|
||||||||||||||||
|
||||||||||||||||||||
Net loss
|
12,964
|
860
|
967
|
-
|
13,931
|
|||||||||||||||
Attributable to:
|
||||||||||||||||||||
Foreign currency translation adjustments
|
(51
|
)
|
-
|
-
|
-
|
(51
|
)
|
|||||||||||||
Net change in fair value of financial assets
|
334
|
-
|
-
|
-
|
334
|
|||||||||||||||
|
||||||||||||||||||||
Net loss
|
$
|
13,247
|
860
|
$
|
967
|
$
|
-
|
$
|
14,214
|
|||||||||||
Basic and diluted loss per share
|
$
|
0.262
|
$
|
0.260
|
||||||||||||||||
Weighted average number of shares outstanding – basic and diluted
|
49,476,813
|
4,070,766
|
53,547,579
|
|
(1) |
See Note 3 – Foreign Currency Adjustments
|
|
U.S. Dollars per Euro
|
|||
Average exchange rate for six months ended August 31, 2020
|
1.12
|
|||
Period-end exchange rate as of August 31, 2020
|
1.19
|
|||
Average exchange rate for six months ended February 29, 2020
|
1.1
|
|||
Period-end exchange rate as of February 29, 2020
|
1.1
|
|
- |
A decrease of $4.6 million (€4.1 million) in cash, representing the cash portion of the purchase price;
|
|
- |
An increase of $4.0 million (€3.6 million) to share capital, representing the portion of the purchase price related to the issuance of 4,070,766 ordinary shares of MeaTech 3D;
|
|
- |
An adjustment whereby $9.6 million (€8.5 million) was recorded in in-process research and development technology intangible assets; and
|
|
• |
employee-related expenses, such as salaries and share-based compensation;
|
|
• |
expenses relating to outsourced and contracted services, such as external laboratories and consulting, research and advisory services;
|
|
• |
supply and development costs;
|
|
• |
expenses incurred in operating our laboratories and small-scale equipment; and
|
|
• |
costs associated with regulatory compliance.
|
Six Months Ended June 30,
|
Year Ended December 31,
|
Eight-Month Period Ended December 31,
|
||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
USD thousands
|
||||||||||||||||
Revenues
|
-
|
-
|
-
|
$
|
51
|
|||||||||||
Gross Profit
|
-
|
-
|
-
|
$
|
51
|
|||||||||||
Operating expenses:
|
||||||||||||||||
Research and development expenses
|
$
|
850
|
$
|
14
|
$
|
166
|
$
|
-
|
||||||||
General and administrative expenses
|
2,006
|
38
|
256
|
53
|
||||||||||||
Public Listing expenses
|
10,164
|
-
|
-
|
-
|
||||||||||||
Loss from operations
|
$
|
13,020
|
$
|
52
|
$
|
422
|
$
|
2
|
||||||||
Finance income
|
(56
|
)
|
-
|
1
|
-
|
|||||||||||
Finance expense
|
-
|
-
|
-
|
-
|
||||||||||||
Finance expense (income), net
|
(56
|
)
|
-
|
1
|
-
|
|||||||||||
Income tax
|
-
|
-
|
-
|
-
|
||||||||||||
Net loss
|
$
|
12,964
|
$
|
52
|
$
|
423
|
$
|
2
|
Payment due by period
|
||||||||||||||||||||
Total
|
Less than
1 year |
1-3 years
|
3-5 years
|
More than
5 years |
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Operating Lease Obligations(1)
|
$
|
146
|
$
|
109
|
$
|
37
|
$
|
—
|
$
|
—
|
|
(1) |
We are subject to operating lease obligations in connection with the lease of the property on which we maintain our laboratory and offices.
|
|
• |
a requirement to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of
Operations disclosure;
|
|
• |
to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirement to hold a
non-binding advisory vote on executive compensation, including golden parachute compensation;
|
|
• |
an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and
|
|
• |
an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor’s report providing additional information about the audit and the financial
statements.
|
Six Months Ended June 30,
|
Year Ended December 31,
|
Eight-Month Period Ended December 31,
|
||||||||||||||
2020
|
2019
|
2019
|
2018
|
|||||||||||||
USD thousands
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(1,481
|
)
|
$
|
(26
|
)
|
$
|
(173
|
)
|
$
|
34
|
|||||
Net cash used in investing activities
|
(198
|
)
|
(1
|
)
|
(253
|
)
|
(3
|
)
|
||||||||
Net cash provided by financing activities
|
5,545
|
-
|
1,648
|
-
|
||||||||||||
Net increase (decrease) in cash and cash equivalents
|
$
|
3,866
|
$
|
(27
|
)
|
$
|
1,222
|
$
|
31
|
|
• |
the progress and costs of our research and development activities;
|
|
• |
the costs of development and expansion of our operational infrastructure;
|
|
• |
the costs and timing of developing technologies sufficient to allow food production equipment manufacturers and food manufacturers to product products compliant with applicable regulations;
|
|
• |
our ability, or that of our collaborators, to achieve development milestones and other events or developments under potential future licensing agreements;
|
|
• |
the amount of revenues and contributions we receive under future licensing, collaboration, development and commercialization arrangements with respect to our technologies;
|
|
• |
the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;
|
|
• |
the costs of contracting with third parties to provide sales and marketing capabilities for us or establishing such capabilities ourselves, once our technologies are developed and ready for commercialization;
|
|
• |
the costs of acquiring or undertaking development and commercialization efforts for any future products or technology;
|
|
• |
the magnitude of our general and administrative expenses; and
|
|
• |
any additional costs that we may incur under future in- and out-licensing arrangements relating to our technologies and futures products.
|
Unlikely to Purchase
|
Somewhat or Moderately Likely
|
Very or Extremely Likely
|
|
United States
|
23.6%
|
46.6%
|
29.8%
|
India
|
10.7%
|
37.7%
|
48.7%
|
China
|
6.7%
|
33.9%
|
59.3%
|
|
• |
Environmental: At least 18% of the greenhouse gases entering the atmosphere today are from the livestock industry. Research shows that the expected environmental footprint of cultured meat
includes approximately 78% to 96% fewer greenhouse gas emissions, 99% less land use, 82% to 96% less water use, and 7% to 45% less energy use than conventionally-produced beef, lamb, pork and poultry. This suggests that the environmental
consequences of switching from large-scale, factory farming to lab-grown cultured meat could have a long-term positive impact on the environment.
|
|
• |
Cost: While the precise economic value of harvested cells has yet to be determined, the potential to harvest large numbers of cells from a small number of live donor animals gives rise to the
possibility of considerably higher returns than traditional agriculture, with production cycles potentially measured in months, rather than years. By comparison, raising a cow for slaughter generally takes an average of 18 months, over
which period 15,400 liters of water and 7 kilograms of feed will be consumed for every kilogram of beef produced.
|
|
• |
Animal Suffering: More and more people are grappling with the ethical question of whether humanity should continue to slaughter animals for food. There is a growing trend of opposition to the way
animals are raised for slaughter, often in small, confined spaces with unnatural feeding patterns. In many cases, such animals suffer terribly throughout their lives. This consideration is likely a factor in many consumers choosing to
incorporate more flexitarian, vegetarian and vegan approaches to their diets in recent years.
|
|
• |
Controlled Growing Environment: Another potential benefit of cultured meat is that its growth environment is designed to be less susceptible to biological risk and disease, through standardized,
tailored production methods consistent with good manufacturing practice, or GMP, controls to contribute to improved nutrition, health and wellbeing.
|
|
• |
Alternate Use of Natural Resources: Eight percent of the world’s freshwater supply and one third of croplands are currently used to provide for livestock. The development of cultured meat is
expected to free up many of these natural resources, especially in developing economies where they are most needed.
|
|
• |
Food Waste: The conventional meat industry’s largest waste management problem relates to the disposal of partially-used carcasses, which are usually buried, incinerated, rendered or composted,
with attendant problems such as land, water or air pollution. Cultured meat offers a potential solution for this problem, with only the desired cuts of meat being produced for consumption and only minimal waste product generated, with no
leftover carcass.
|
|
• |
We are developing technologies and processes with the potential to allow food processing and food retail companies to create products that are healthier for the consumer. We are
dedicated to developing technologies and processes that are designed to create cuts of meat that require substantially less antibiotic and growth-hormone treatments than conventionally-farmed meat. The proprietary technologies and processes
we are developing are designed to allow food companies to manufacture meat under laboratory conditions on an industrial scale. We believe the use of meat manufactured under laboratory conditions minimizes or eliminates a number of
hygiene-related risks to the consumer, such as the risk of transmission of pathogens from animals to humans, as happened at the outset of the COVID-19 pandemic and numerous other human health crises.
|
|
• |
Our technologies and processes have the potential to be sustainable. We are developing a meat production process that is designed to provide sustainability in an industry that
is not otherwise expected to be able to meet the growing demand for protein caused by rising population numbers and global affluence, due to inefficiencies inherent in conventional meat farming. These include the large amount of land and
water use needed for raising livestock, causing precious natural resources to be squandered.
|
|
• |
Our mission is aligned with consumer sentiment and demand. We believe that our technologies and processes have the potential to capitalize on growing consumer preferences for
real meat proteins that do not involve animal suffering or slaughter, and do not entail significant negative environmental consequences including, but not limited to, those that exacerbate climate change, such as the release of methane and
effluent run-off.
|
|
• |
We are focused on providing customers with industrial scale-up capability. Much of the work in the development of alternative proteins has been focused on developing individual
proof-of-concept products which may not feasibly scale up to the industrial quantities needed for a profitable business. We are designing our technology and processes with large-scale cultured meat production in mind to be measurable in
tons of meat produced daily.
|
|
• |
We have experienced and accomplished leadership with strong backgrounds in a variety of fields. The research and development of cultured meat products requires personnel with
up-to-date professional knowledge and interdisciplinary expertise, as well as the ability to combine different areas of knowledge for the development of different products. Our CEO previously founded and was CTO of Nano Dimension Ltd.
(TASE/Nasdaq: NNDM), which developed a complete desktop three-dimensional printing system for multilayer printed circuit boards. Previously, he held research and development leadership positions at XJET and HP Indigo Division. We have
carefully selected personnel for the rest of our executive management team who possess substantial industry experience and share our core values, from diverse fields including bioprinting, tissue engineering, industrial stem cell growth,
and bioprinter and print materials development. We believe this blend of talent and experience gives us the requisite insights and capabilities to execute our plan to develop technologies designed to meet demand in a scalable, profitable
and sustainable way.
|
|
• |
obtaining a plurality of blastocysts, each blastocyst having a ZP, a TE, and an inner cell mass;
|
|
• |
perforating each blastocyst;
|
|
• |
isolating the inner cell mass from each blastocyst through the perforations;
|
|
• |
seeding the inner call mass on a predetermined surface, called a substrate; and
|
|
• |
culturing the inner cell mass to establish a bovine inner cell mass tissue culture.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Executive Officers:
|
|
|
|
|
Sharon Fima
|
|
45
|
|
Chief Executive Officer, Chief Technology Officer and Director
|
Omri Schanin
|
|
30
|
|
Deputy Chief Executive Officer and Chief Operating Officer
|
Guy Hefer
|
39 |
Chief Financial Officer
|
||
Dan Kozlovski
|
|
36
|
|
Vice President, Research and Development
|
Non-Employee Directors:
|
||||
Steven H. Lavin
|
|
65
|
|
Chairman of the Board of Directors
|
Daniel Ayalon
|
|
65
|
|
Director
|
David Gerbi(1)(2)(3)
|
|
41
|
|
External Director
|
Eli Arad(1)(2)(3) | 48 | External Director | ||
Shirly Cohen(1)(2)(3) |
53
|
Director |
Name and Principal Position
|
Salary(1)
|
Bonus(2)
|
Equity-Based
Compensation(3) |
Other Compensation(4)
|
Total
|
|||||||||||||||
(USD in thousands)
|
||||||||||||||||||||
Mr. Sharon Fima
Director, Chief Executive Officer & Chief Technology Officer
|
$
|
169
|
$
|
20
|
$
|
34
|
$
|
37
|
$
|
260
|
||||||||||
Mr. Steven H. Lavin
Chairman of the Board of Directors
|
$
|
120
|
-
|
$
|
113
|
-
|
$
|
233
|
||||||||||||
Mr. Omri Schanin
Deputy Chief Executive Officer and Chief Operating Officer
|
$
|
146
|
-
|
-
|
$
|
2
|
$
|
148
|
||||||||||||
Mr. Dan Kozlovski
Vice President of Research & Development
|
$
|
128
|
-
|
$
|
14
|
$
|
2
|
$
|
144
|
|||||||||||
Mr. Uri Ben-Or
Former Chief Financial Officer(5)
|
$
|
31
|
-
|
$
|
17
|
-
|
$
|
48
|
|
(1) |
Salary includes the officer’s gross salary plus payment by us of social benefits on behalf of the officer. Such benefits may include payments, contributions and/or allocations for savings funds (e.g., Managers’ Life Insurance Policy),
pension, severance, risk insurance (e.g., life, or work disability insurance), payments for social security and tax gross-up payments, vacation, medical insurance and benefits, convalescence or recreation pay and other benefits and
perquisites consistent with our policies.
|
|
(2) |
Represents annual bonuses granted to the officer based on formulas set forth in the respective resolutions of our Compensation Committee and Board of Directors with respect to 2020.
|
|
(3) |
Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2020, based on the securities’ fair value on the grant date, calculated in accordance with applicable
accounting guidance for equity-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 5 to our consolidated interim financial statements included in this prospectus.
|
|
(4) |
Represents benefits and perquisites such as car, phone and social benefits.
|
|
(5) |
Mr. Ben-Or left the Company on October 21, 2020.
|
|
• |
We are not required to have a nominating committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Our board of directors currently nominates director candidates,
in compliance with the Companies Law.
|
|
• |
We are not required to comply with specifications regarding the composition of our compensation committee under SEC and Nasdaq rules nor the requirement that it adopts a written charter addressing the committee’s purpose and
responsibilities. Although we have adopted a formal written charter for our compensation committee, there is no requirement under the Companies Law to do so and the charters as adopted may not specify all of the items enumerated in the
applicable Nasdaq Marketplace Rules.
|
|
• |
We are not required to adopt a code of conduct applicable to all directors, officers and employees, and the Companies Law does not require us to do so. Although we have adopted a code of conduct, there is no requirement under the
Companies Law to do so and the code as adopted may not specify all of the items enumerated in the applicable Nasdaq Marketplace Rules.
|
|
• |
The quorum for a meeting of our shareholders will be at least two shareholders present in person, by proxy or by a voting instrument, who hold in the aggregate at least 25% of our issued share capital (and in an adjourned meeting, with
some exceptions, any number of shareholders) instead of 331∕3% of our issued share capital as required under applicable Nasdaq Marketplace Rules.
|
|
• |
We intend to seek shareholder approval for all corporate actions requiring such approval under the requirements of the Companies Law, including (i) in connection with equity-based compensation to officers and directors; and (ii) certain
dilutive events (such as issuances that will result in a change of control, certain transactions other than a public offering involving issuances of a 20% or greater interest in us and certain acquisitions of the stock or assets of another
company), rather than seeking approval for corporate actions in accordance with the applicable Nasdaq Marketplace Rules.
|
|
• |
As permitted by the Companies law, our Board is not comprised of a majority of independent directors as would be required in accordance with applicable Nasdaq Marketplace Rules.
|
|
• |
As permitted by the Companies law, our Board has not adopted a policy of conducting regularly scheduled meetings at which only our independent directors are present in accordance with applicable Nasdaq Marketplace Rules.
|
|
• |
As opposed to making periodic reports to shareholders and proxy solicitation materials available to shareholders in a manner specified by the SEC and Nasdaq Marketplace Rules, the generally accepted practice in Israel is not to
distribute such reports to shareholders but to make such reports available through a public website. We intend to mail such reports to shareholders only upon request.
|
|
• |
each person or entity known by us to own beneficially 5% or more of our outstanding ordinary shares;
|
|
• |
each of our directors and executive officers individually; and
|
|
• |
all of our executive officers and directors as a group.
|
Shares Beneficially
Owned Prior to Offering
|
Shares Beneficially
Owned After Offering
|
|||||||||||||||
Name of Beneficial Owner
|
Number
|
Percentage | Number | Percentage | ||||||||||||
5% or greater shareholders
|
||||||||||||||||
Psagot Investment House Ltd. (1)
|
9,952,712
|
11.0
|
%
|
9,952,712
|
9.3
|
%
|
||||||||||
EL Capital Investments LLC(2)
|
7,074,132
|
7.7
|
%
|
7,074,132
|
6.6
|
%
|
||||||||||
Shimon Cohen
|
6,426,966
|
7.5
|
%
|
6,426,966
|
6.3
|
%
|
||||||||||
Directors and executive officers
|
||||||||||||||||
Sharon Fima(3)
|
3,689,400
|
4.3
|
%
|
3,689,400
|
3.6
|
%
|
||||||||||
Guy Hefer
|
—
|
—
|
—
|
—
|
||||||||||||
Omri Schanin(4)
|
3,522,733
|
4.1
|
%
|
3,522,733
|
3.4
|
%
|
||||||||||
Dan Kozlovski(5)
|
16,674
|
*
|
16,674
|
*
|
||||||||||||
Steven H. Lavin(6)
|
8,596,696
|
9.3
|
%
|
8,596,696
|
7.9
|
%
|
||||||||||
Daniel Ayalon(7)
|
1,311,552
|
1.5
|
%
|
1,311,552
|
1.3
|
%
|
||||||||||
David Gerbi
|
—
|
—
|
—
|
—
|
||||||||||||
Eli Arad
|
—
|
—
|
—
|
—
|
||||||||||||
Shirly Cohen
|
—
|
—
|
—
|
—
|
||||||||||||
All directors and executive officers as a group (8 persons)
|
17,137,055
|
18.0
|
%
|
17,137,055
|
15.3
|
%
|
|
(1) |
Consists of 5,095,712 ordinary shares held jointly with Pareto Optimum, LP, warrants to purchase 2,428,500 ordinary shares at an exercise price of NIS 5.00 (approximately $1.54) within 60 days of the date of this registration statement,
and warrants to purchase 2,428,500 ordinary shares at an exercise price of NIS 6.00 (approximately $1.84) within 60 days of the date of this registration statement. The general partner in Pareto Optimum, LP, is Psagot Hedge Fund Management
Ltd., which is owned by Psagot Compass Investments Ltd., a subsidiary of Psagot Investment House Ltd. Psagot Investment House Ltd. is indirectly fully owned by Apax Europe VII-A L.P., Apax Europe VII-B L.P. and Apax Europe VII-1 L.P., or
the Apax Europe VII Funds, through Himalaya AP.PS Ltd. and various holding companies which are indirectly controlled, managed and/or advised by Apax Partners Europe Managers Ltd., or APEM. APEM is the investment manager of the Apax Europe
VII Funds with respect to various investments, including Psagot Investment House Ltd. APEM is fully owned by Messrs. Martin Halusa and Nico Hansen, and as such, and as such, Messrs. Halusa and Hansen may be deemed to beneficially own the
ordinary shares jointly beneficially owned by Psagot Investment House Ltd. and Pareto Optimum, LP. The shareholder’s business address is 14 Ehad Ha’am St., Tel Aviv Israel 6514211.
|
|
(2) |
Consists of 1,043,846 ordinary shares and warrants to purchase 6,030,286 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.36 (approximately $1.03), expiring on the
earlier of June 18, 2021 and a listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise them. EL Capital Investments is controlled by Mr. Steven H. Lavin. The shareholder’s
business address is 1849 Green Bay Road, Suite 440 Highland Park, Illinois 60035.
|
|
(3) |
Consists of 3,004,684 ordinary shares, rights to receive 518,049 ordinary shares upon the fulfillment of certain conditions, including a listing of our securities on a foreign exchange, as is contemplated by this registration statement,
and hence presumed to be exercisable within 60 days of the date of this registration statement, and options to purchase 166,667 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of
NIS 2.32 (approximately $0.71). These options expire on May 17, 2024.
|
|
(4) |
Consists of 3,004,684 ordinary shares and rights to receive 518,049 ordinary shares upon the fulfillment of certain conditions, including a listing of our securities on a foreign exchange, as is contemplated by this registration
statement, and hence presumed to be exercisable within 60 days of the date of this registration statement.
|
|
(5) |
Consists of options to purchase 83,334 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 1.90 (approximately $0.58). These options expire on August 5, 2024.
|
|
(6) |
Consists of: (i) 1,221,224 ordinary shares; (ii) RSUs vesting into 93,918 ordinary shares at a conversion price of NIS 0.30 (approximately $0.09) within 60 days of the date of this registration statement; (iii) warrants to purchase
5,969,983 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.36 (approximately $1.03), expiring on the earlier of June 18, 2021 and a listing of our securities on a leading
foreign stock exchange, once the holder has received an opportunity to exercise them; (iv) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign
stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 2.49 (approximately $0.76), expiring on the earlier of May 18, 2024 and a
listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise them; and (v) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including
a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.486 (approximately $1.07), expiring
on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has received an opportunity to exercise them. The amounts are based on Mr. Lavin’s 99% ownership of the shares of EL Capital Investments,
LLC, described in Footnote 2 above, and his 1/3 ownership of the shares of Silver Road Capital Ltd., which directly holds warrants to purchase 1,967,327 and 1,967,328 of our ordinary shares.
|
|
(7) |
Consists of (i) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable
within 60 days of the date of this registration statement, with an exercise price of NIS 2.49 (approximately $0.76), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has
received an opportunity to exercise them; and (ii) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and
hence presumed to be exercisable within 60 days of the date of this registration statement, with and exercise price of NIS 3.486 (approximately $1.07), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described
above, once the holder has received an opportunity to exercise them. The amounts are based on Mr. Ayalon’s 1/3 ownership of the shares of Silver Road Capital Ltd., which directly holds warrants to purchase 1,967,327 and 1,967,328 of our
ordinary shares.
|
|
• |
amendments to our articles of association;
|
|
• |
appointment or termination of our auditors;
|
|
• |
appointment of external directors;
|
|
• |
approval of certain related party transactions;
|
|
• |
increases or reductions of our authorized share capital;
|
|
• |
mergers; and
|
|
• |
the exercise of our board of director’s powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.
|
Fees and Expenses
|
||
Persons depositing or withdrawing ordinary shares or ADS holders must pay
|
For
|
|
$5.00 (or less) per 100 ADSs (or portion
of 100 ADSs) |
Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement
terminates
|
|
$.05 (or less) per ADS
|
Any cash distribution to ADS holders
|
|
Persons depositing or withdrawing ordinary shares or ADS holders must pay
|
For
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs
|
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
$.05 (or less) per ADS per calendar year
|
Depositary services
|
|
Registration or transfer fees
|
Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares
|
|
Expenses of the depositary
|
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars
|
|
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
|
As necessary
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
As necessary
|
|
• |
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
|
|
• |
we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market;
|
|
• |
we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States;
|
|
• |
the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;
|
|
• |
we appear to be insolvent or enter insolvency proceedings;
|
|
• |
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
|
|
• |
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
|
|
• |
there has been a replacement of deposited securities.
|
|
• |
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
|
|
• |
are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit
agreement;
|
|
• |
are not liable if we or it exercises discretion permitted under the deposit agreement;
|
|
• |
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or
punitive damages for any breach of the terms of the deposit agreement;
|
|
• |
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
|
|
• |
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;
|
|
• |
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
|
|
• |
the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for
the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.
|
|
• |
payment of stock transfer or other taxes or other governmental charges and transfer or
|
|
• |
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
|
• |
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
|
|
• |
when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are
paying a dividend on our shares;
|
|
• |
when you owe money to pay fees, taxes and similar charges; or
|
|
• |
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
|
|
• |
offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any of our ordinary shares or ADSs, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise
acquire, any of our ordinary shares or ADSs held by such persons or acquired by such persons after the date of this prospectus, or that may be deemed to be beneficially owned by such persons; or
|
|
• |
exercise or seek to exercise or effectuate in any manner any rights of any nature that such persons have or may have to require us to register under the Securities Act the undersigned’s sale, transfer or other disposition of any of our
ordinary shares, ADSs or other securities held by such persons, or to otherwise participate as a selling security holder in any manner in any registration effected by us under the Securities Act.
|
|
• |
1% of the number of ordinary shares then outstanding; or
|
|
• |
the average weekly trading volume of our ordinary shares on the Nasdaq Capital Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
|
• |
persons other than affiliates, without restriction; and
|
|
• |
affiliates, subject to the manner-of-sale, current public information and filing requirements of Rule 144, in each case, without compliance with the six-month holding period requirement of Rule 144.
|
|
• |
an individual who is a citizen or resident of the United States,
|
|
• |
a domestic corporation (or other entity taxable as a corporation);
|
|
• |
an estate the income of which is subject to United States federal income taxation regardless of its source; or
|
|
• |
a trust if (1) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more United States persons have the authority to control all substantial decisions of the trust or (2) a
valid election under the Treasury regulations is in effect for the trust to be treated as a United States person.
|
|
• |
such gain is effectively connected with your conduct of a trade or business in the United States (or, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base that such holder
maintains in the United States); or
|
|
• |
you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.
|
Underwriters
|
Number of ADSs
|
|||
|
-
|
|||
Total
|
-
|
T o t a l
|
||||||||||||
Per ADS
|
Without Option To Purchase Additional ADSs
|
With Option To Purchase Additional ADSs
|
||||||||||
Initial Public offering price
|
$
|
|
$
|
|
$
|
|
||||||
Underwriting discounts and commissions
|
|
|
|
|||||||||
Proceeds, before expenses, to us
|
|
|
|
|
• |
our trading price on the TASE;
|
|
• |
the history of, and prospects for, our company and the industry in which we compete;
|
|
• |
our past and present financial information;
|
|
• |
an assessment of our management; its past and present operations, and the prospects for, and timing of, our future revenue;
|
|
• |
the present state of our development; and
|
|
• |
the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.
|
|
• |
Stabilizing transactions permit bids to purchase ADSs so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the ADSs while the
offering is in progress.
|
|
• |
Overallotment transactions involve sales by the underwriters of ADSs in excess of the number of ADSs the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a
naked short position. In a covered short position, the number of ADSs over-allotted by the underwriters is not greater than the number of ADSs that they may purchase pursuant to the option to purchase additional ADSs. In a naked short
position, the number of ADSs involved is greater than the number of ADSs that the underwriters have the option to purchase. The underwriters may close out any short position by exercising their option to purchase additional ADSs and/or
purchasing ADSs in the open market.
|
|
• |
Syndicate covering transactions involve purchases of ADSs in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of ADSs to close out the short position, the
underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared with the price at which they may purchase ADSs through exercise of the option to purchase additional ADSs. If the
underwriters sell more ADSs than could be covered by exercise of the option to purchase additional ADSs and, therefore, have a naked short position, the position can be closed out only by buying ADSs in the open market. A naked short
position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the ADSs in the open market that could adversely affect investors who purchase in the offering.
|
|
• |
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the ADSs originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short
positions.
|
|
(A) |
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
|
(B) |
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or
|
|
(C) |
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
|
• |
the judgment is enforceable in the state in which it was given;
|
|
• |
the judgment was rendered by a court of competent jurisdiction under the rules of private international law prevailing in Israel;
|
|
• |
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
|
|
• |
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard;
|
|
• |
the judgment and the enforcement of the judgment are not contrary to the law, public policy, security or sovereignty of the State of Israel;
|
|
• |
the judgment was not obtained by fraudulent means and does not conflict with any other valid judgment in the same matter between the same parties; and
|
|
• |
an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court.
|
Itemized expense
|
Amount
|
|||
SEC registration fee
|
$
|
3,137
|
||
FINRA filing fee
|
4,813
|
|||
Nasdaq Capital Market listing fee
|
50,000
|
|||
Printing and engraving expenses
|
30,000
|
|||
Legal fees and expenses
|
650,000
|
|||
Accounting fees and expenses
|
185,000
|
|||
Miscellaneous
|
10,000
|
|||
Total
|
$
|
932,950
|
Financial Information of Meat-Tech 3D Ltd.
|
Page
|
|
F - 2
|
||
Consolidated Financial Statements:
|
||
F - 3
|
||
F - 4
|
||
F - 5
|
||
F - 6
|
||
F - 7 - F - 25
|
||
Condensed Consolidated Interim Financial Statements (Unaudited):
|
||
F - 26
|
||
F - 27 | ||
F - 28 | ||
F - 29 | ||
F - 30 - F - 41
|
Financial Information of Peace of Meat BV
|
Page
|
|
F-41
|
||
Financial Statements:
|
||
F- 42
|
||
F- 43
|
||
F- 44
|
||
F- 45
|
||
F- 46
|
||
Condensed Consolidated Interim Financial Statements (Unaudited):
|
||
F-69
|
||
F-70
|
||
F-71
|
||
F-72
|
||
F-73
|
December 31
|
December 31
|
|||||||||||
2019
|
2018
|
|||||||||||
Note
|
USD thousands
|
USD thousands
|
||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
1,274
|
31
|
||||||||||
Receivables for the issue of capital
|
8B(2)
|
|
222
|
-
|
||||||||
Loans provided
|
4
|
87
|
-
|
|||||||||
Receivables
|
5
|
38
|
1
|
|||||||||
Total current assets
|
1,621
|
32
|
||||||||||
Non-current assets
|
||||||||||||
Right-of-use asset
|
13
|
197
|
-
|
|||||||||
Restricted deposits
|
16A
|
|
42
|
-
|
||||||||
Fixed assets, net
|
6
|
127
|
3
|
|||||||||
Total non-current assets
|
366
|
3
|
||||||||||
Total Assets
|
1,987
|
35
|
||||||||||
Current liabilities
|
||||||||||||
Trade payables
|
69
|
1
|
||||||||||
Other payables
|
7
|
226
|
36
|
|||||||||
Current maturities of lease liabilities
|
13
|
109
|
-
|
|||||||||
Total current liabilities
|
404
|
37
|
||||||||||
Non-current liabilities
|
||||||||||||
Long-term lease liabilities
|
13
|
92
|
-
|
|||||||||
Total non-current liabilities
|
92
|
-
|
||||||||||
Capital (deficit)
|
8
|
|||||||||||
Share capital and premium on shares
|
1,880
|
-
|
||||||||||
Capital reserves
|
14
|
-
|
||||||||||
Currency translation differences reserve
|
22
|
-
|
||||||||||
Accumulated deficit
|
(425
|
)
|
(2
|
)
|
||||||||
Total capital (deficit)
|
1,491
|
(2
|
)
|
|||||||||
Total liabilities and capital
|
1,987
|
35
|
Year ended
December 31,
|
Eight months ended
December 31,
|
|||||||||||
2019
|
2018
|
|||||||||||
Note
|
USD thousands, except share data
|
USD thousands, except share data
|
||||||||||
Revenues
|
-
|
51
|
||||||||||
Gross Profit
|
-
|
51
|
||||||||||
Research and development expenses
|
9
|
166
|
-
|
|||||||||
General and administrative expenses
|
10
|
256
|
53
|
|||||||||
Operating loss
|
422
|
2
|
||||||||||
Financing income
|
1
|
-
|
||||||||||
Financing expenses
|
(2
|
)
|
-
|
|||||||||
Financing expenses, net
|
(1
|
)
|
-
|
|||||||||
Loss for the period
|
(423
|
)
|
(2
|
)
|
||||||||
Other comprehensive income items that will not be transferred to profit or loss:
|
||||||||||||
Foreign currency translation adjustments
|
22
|
-*
|
|
|||||||||
Total comprehensive loss for the period
|
(401
|
)
|
(2
|
)
|
||||||||
Loss per ordinary share, no par value (USD)
|
||||||||||||
Basic and diluted loss per share (USD)
|
(0.022
|
)
|
(0
|
)
|
||||||||
Weighted-average number of shares outstanding - basic and diluted (shares)
|
15
|
19,484,478
|
14,919,810
|
Share and capital premium
|
Transactions with related parties reserve
|
Currency translation differences reserve
|
Accumulated deficit
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Year ended December 31
|
||||||||||||||||||||
2019 (Audited)
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||
Issuance of shares and warrants, net
|
1,880
|
-
|
-
|
-
|
1,880
|
|||||||||||||||
Other comprehensive income
|
-
|
22
|
22
|
|||||||||||||||||
Transaction with a related party
|
-
|
14
|
-
|
-
|
14
|
|||||||||||||||
Loss for the period
|
-
|
-
|
-
|
(423
|
)
|
(423
|
)
|
|||||||||||||
Balance as at December 31, 2019
|
1,880
|
14
|
22
|
(425
|
)
|
1,491
|
||||||||||||||
Eight months ended December 31, 2018 (Audited)
|
||||||||||||||||||||
Balance as at May 1, 2018
(establishment of the Company)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Loss for the period
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||
Balance as at December 31, 2018
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
Year ended
December 31,
|
Eight months ended
December 31,
|
|||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Cash flows - operating activities
|
||||||||
Net loss for the period
|
(423
|
)
|
(2
|
)
|
||||
Adjustments required to reconcile net loss to net cash from (used in) operating activities:
|
||||||||
Depreciation and amortization
|
21
|
-
|
||||||
Transaction with a related party
|
14
|
-
|
||||||
35
|
-
|
|||||||
Changes in asset and liability items:
|
||||||||
Increase in trade and other receivables
|
(36
|
)
|
(1
|
)
|
||||
Increase in trade payables
|
66
|
1
|
||||||
Increase in other payables
|
185
|
36
|
||||||
215
|
36
|
|||||||
Net cash flows from (used in) operating activities
|
(173
|
)
|
34
|
|||||
Cash flows - investing activities
|
||||||||
Acquisition of fixed assets
|
(126
|
)
|
(3
|
)
|
||||
Increase of restricted deposit
|
(41
|
)
|
-
|
|||||
Loan provided
|
(86
|
)
|
-
|
|||||
Net cash used in investment activities
|
(253
|
)
|
(3
|
)
|
||||
Cash flows - finance activities
|
||||||||
Proceeds from issuance of shares and warrants
|
1,670
|
-
|
||||||
Issuance costs
|
(8
|
)
|
-
|
|||||
Repayment of liability for lease
|
(14
|
)
|
-
|
|||||
Net cash from finance activities
|
1,648
|
-
|
||||||
Net increase in cash and cash equivalents
|
1,222
|
31
|
||||||
Effect of exchange differences on cash and cash equivalents
|
21
|
-
|
||||||
Cash and cash equivalents as at the beginning of the period:
|
31
|
-
|
||||||
Cash and cash equivalents at end of period
|
1,274
|
31
|
||||||
Non-cash activities
|
||||||||
Purchase of fixed assets
|
1
|
-
|
||||||
Issue of shares and options against receivables
|
222
|
-
|
The accompanying notes are an integral part of the financial statements.
|
A. These financial statements have been prepared in compliance with the rules and regulations of the Securities and Exchange Commission for inclusion in a registration statement to be filed in the United States. Accordingly, and in order to provide relevant and consistent material information, all periods presented within the financial statements were adjusted retroactively to reflect the effect of the reverse merger that occurred on January 26, 2020, as detailed in Note 1B.
B. Meat-Tech 3D Ltd. (formerly Ophectra Real Estate and Investments 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. On August 29, 1994, the Company became a public company whose shares are listed for trade on the Tel Aviv Stock Exchange. The Company’s official address is 18 Einstein Street, Nes Ziona, Israel.
The Company is an Israeli company engaged in the food-tech industry. The Company develops methods, advanced unique technologies and machinery for growing, cultivating, producing and printing clean meat, without raising and killing animals, using stem cell printing technology in a 3D printer.
The Company is developing two technologies: a bio-ink printing technology and a high-yield tissue growing technology. To date, Meat-Tech has filed patent applications in its field.
Execution of Merger with Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.):
On January 26, 2020, the Company executed a merger with Chicken Meat-Tech Ltd. (then known as MeaTech Ltd., or “MeaTech"), by way of an exchange of shares between the Company and the shareholders of MeaTech (the "Transaction" or "Merger"). Under the merger agreement with MeaTech, the Company allotted to MeaTech shareholders 30,525,506 ordinary shares of the Company, in exchange for the transfer of their entire holdings in MeaTech, so that at the time the Transaction was closed, MeaTech shareholders held approximately 60% of the issued and paid-up share capital of the Company. Upon closing of the Transaction, the Company allotted share rights (not listed for trading) to MeaTech shareholders, exercisable into 12,718,961 Company shares ("Founders Rights"), subject to compliance with milestones, as set out below. The total share rights reflected, assuming full conversion, an additional 8% holding in the Company. The Founders Rights expire after a period of 60 months from the date of allotment. Vesting of the Founders Rights allotted to MeaTech shareholders is subject to satisfaction of the milestones as defined below:
1. |
Immediately after completing the development of a prototype to create a layer of stem cells using 3D printing technology, 50% of the Founders Rights will vest and convert into an equal number of Company shares (for details of the completion of this milestone, see Note 18D below); |
2. |
Immediately after a taste test of clean meat tissue weighing at least 100 grams printed using the 3D printer to be developed by the Company, the remaining 50% of the Founders Rights will vest and convert into an equal number of Company shares. |
Notwithstanding the foregoing, in the event that securities of the Company or MeaTech are listed for trading on a foreign stock exchange in the United States, United Kingdom, Australia, the Netherlands, Germany or China, all Founder Rights will vest immediately and convert into an equal number of the Company's shares.
Following the Merger, MeaTech became a wholly owned subsidiary of the Company. In September 2020, its name was changed to Chicken Meat-Tech Ltd.
Appointment of directors and termination of office of serving directors:
At the date of completion of the Merger, three Ophectra directors resigned from the Company’s board of directors, and three directors, including MeaTech’s Chief Executive Officer and Chief Technology Officer, Mr. Sharon Fima, were either appointed to the Company’s board or were requested to remain because of their business experience or financial expertise and to maintain sound corporate governance. In addition, Mr. Fima was appointed as CEO & CTO of the Company. Shortly after the Merger, following additional changes to director composition, the Company’s board of directors was composed of four directors appointed by the post-merger Company or requested to remain, and two external directors with financial expertise not involved in the business of either Ophectra or MeaTech.
1. |
Repayment in full of the Company’s debts and liabilities, by transferring the asset balance of the Company’s previous operations to a trustee that
will act to sell them, with recourse to the value of the Therapin asset, if so needed.
|
2. |
With the approval of the settlement, all of the Company's assets were transferred to a settlement fund, other than the Company's shareholding in Therapin. |
3. |
The Company undertook to provide a total amount of up to approximately USD 376 thousand (NIS 1,300 thousand) for the settlement fund, which will serve as an additional source for repayment of the settlement fund's liabilities to the Company's creditors. As at the balance sheet date of these financial statements, a total amount of approximately USD 285 thousand (NIS 1,000 thousand) had been transferred. Subsequent to the reporting period, another approximately USD 82,000 (NIS 300,000) was transferred. |
4. |
The settlement fund assets (including the value of the aforementioned Therapin asset) will serve as the only source for repayment of liabilities to the Company's creditors, whose cause of action preceded the date of
approval of the settlement.
|
C. Definitions:
In these financial statements:
(1) The Company or legal acquirer - Meat-Tech 3D Ltd.
(2) The Group - the Company and its Subsidiary A
(3) The Subsidiary or Accounting Acquirer – Chicken Meat-Tech Ltd., formerly known as MeaTech Ltd.
(4) Related Party - as defined in IAS 24 (revised).
(5) USD - United States Dollar
|
(1) |
Non-derivative financial assets
|
|
- |
It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and
|
|
- |
The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on
specified dates.
|
|
(2) |
Non-derivative financial liabilities
|
|
(1) |
Recognition and measurement
|
|
(2) |
Depreciation
|
|
● | Motor vehicles | 7 years |
|
● | Computers | 3 years |
|
● | Laboratory equipment | 7 years |
|
● | Leasehold improvements | 2 years |
|
(1) |
Post-employment benefits
|
|
(2) |
Short-term benefits
|
M.
|
Share-based compensation
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
USD thousand
|
USD thousand
|
|||||||
Institutions
|
36
|
1
|
||||||
Prepaid expenses
|
2
|
-
|
||||||
38
|
1
|
Computers
|
Leasehold improvements
|
Laboratory equipment
|
Motor vehicles
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Cost
|
||||||||||||||||||||
Balance as at May 1, 2018
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Additions during the year
|
2
|
-
|
-
|
1
|
3
|
|||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance as at December 31, 2018
|
2
|
-
|
-
|
1
|
3
|
|||||||||||||||
Accumulated depreciation
|
||||||||||||||||||||
Balance as at May 1, 2018
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Depreciation during the year
|
-
|
-
|
-
|
-
|
-*
|
|
||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance as at December 31, 2018
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Amortized balance as at December 31, 2018
|
2
|
-
|
-
|
1
|
3
|
|||||||||||||||
Balance as at January 1, 2019
|
2
|
-
|
-
|
1
|
3
|
|||||||||||||||
Additions during the year
|
27
|
11
|
89
|
-
|
127
|
|||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance as at December 31, 2019
|
29
|
11
|
89
|
1
|
130
|
|||||||||||||||
Accumulated depreciation
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Depreciation during the year
|
2
|
-
|
1
|
-
|
3
|
|||||||||||||||
Dispositions in the year
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance as at December 31, 2019
|
2
|
-
|
1
|
-
|
3
|
|||||||||||||||
Amortized balance as at December 31, 2019
|
27
|
11
|
88
|
1
|
127
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Accrued expenses
|
68
|
6
|
||||||
Employee benefits
|
131
|
9
|
||||||
Related parties
|
21
|
21
|
||||||
Others
|
6
|
-
|
||||||
226
|
36
|
A. |
Share capital of Meat-Tech 3D prior to the reverse acquisition (in shares, no par value)
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Number of shares outstanding
|
19,870,337
|
15,447,023
|
B. |
Share capital and share premium of MeaTech (later known as Chicken Meat-Tech) prior to the reverse acquisition. (in shares, no par value)
|
Ordinary shares
|
||||||||
2019
|
2018
|
|||||||
Issued and paid-in share capital as at the beginning of the period
|
500
|
500
|
||||||
Issued not for cash during the period (See Footnote 1)
|
18,316
|
-
|
||||||
Issued for cash during the period (See Footnote 2)
|
19,681
|
-
|
||||||
Issued and paid-in share capital as at December 31
|
38,497
|
500
|
||||||
Authorized share capital
|
100,000,000
|
1,500
|
|
1. |
In March and June 2019, MeaTech allotted, free of charge, 5,851 and 12,465 ordinary shares, respectively, to its founders.
|
|
2. |
In September and October 2019, MeaTech allotted 19,681 shares to 24 separate investors at a price of USD 95.94 (NIS 345.45) per share, in exchange for a total investment of approximately USD 1,888 thousand (NIS 6,650
thousand). In addition, the investors were granted 9,839 warrants exercisable for shares for 12 months from their date of issue at an exercise price of USD 353 (NIS 1,242) each.
|
|
|
Under the terms of the warrants, in the event that MeaTech would engage in an agreement to be merged into or acquired by another company, perform a public offering of its shares, sell off most of its assets or a
controlling interest in it, or allocate shares that would constitute a majority of all of its shares, the warrant holders would have 48 hours to exercise the warrants, after which unexercised warrants would expire. In
view of the fact that the warrants could be exercised for shares at the holder’s discretion, where the number of shares to be issued in exchange and their exercise price are fixed, the warrants were classified as
capital, together with the premium paid on the shares issued. Following the execution of the merger agreement, as described in Note 1B, all the aforementioned warrants vested and later expired unexercised. The issue
costs in the amount of USD 8 thousand (NIS 29 thousand) were recognized as a deduction from equity.
|
C. |
|
In 2019, MeaTech received legal services from a related party, free of charge. The financial value of these services were recognized in profit or loss against transactions with related parties reserve.
|
Year ended
December 31,
|
Eight months ended
December 31,
|
|||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Salaries, wages and related expenses(1)
|
117
|
-
|
||||||
Materials
|
20
|
-
|
||||||
Professional services
|
13
|
-
|
||||||
Registration, drafting and filing of patents
|
10
|
-
|
||||||
Others
|
6
|
-
|
||||||
166
|
-
|
|
(1) | Including expenses in respect of related parties - see Note 12B. |
Year ended
December 31
|
Eight months ended
December 31
|
|||||||
2019
|
2018
|
|||||||
USD thousand
|
USD thousand
|
|||||||
Salaries, wages and related expenses(1)
|
107
|
31
|
||||||
Legal and professional services(1)
|
112
|
8
|
||||||
PR and advertisement
|
5
|
6
|
||||||
Office expenses(1)
|
10
|
7
|
||||||
Depreciation and amortization
|
20
|
-
|
||||||
Others
|
2
|
1
|
||||||
256
|
53
|
|
(1) |
Including expenses in respect of related parties - see Note 12B.
|
|
A. |
Details regarding the tax environment of the Company
|
|
(1) | Corporate tax rate |
|
B. |
Tax Assessments
|
|
C. |
Unrecognized transfer losses and deferred taxes
As at December 31, 2019, the Company has business losses carried forward in the amount of USD 350 thousand (NIS 1,209 thousand). Under current tax legislation in Israel,
tax losses do not expire. Deferred tax assets have not been recognized in respect of these items, nor in respect of timing differences for research and development expenses carried forward in the amount of USD 114
thousand (NIS 393 thousand), since the Company has not yet established the probability that future taxable profit will be available against which the Company can utilize the benefits.
|
|
A. |
Balances with related parties
|
December 31,
|
December 31,
|
|||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Related companies receivables
|
87 | - | ||||||
Trade and other payables
|
52
|
27
|
|
B. |
Expense amounts with respect to related parties
|
Year ended
December 31,
|
Eight months ended
December 31,
|
|||||||
2019
|
2018
|
|||||||
USD thousands
|
USD thousands
|
|||||||
General and administrative expenses
|
||||||||
Salaries, wages and related expenses (B1, B2, B4)
|
89
|
31
|
||||||
Legal and professional services (B5)
|
58
|
-
|
||||||
Rent and office maintenance (B3)
|
-
|
7
|
||||||
Research & Development expenses
|
||||||||
Salaries, wages and related (B2)
|
15
|
-
|
|
1. |
On July 1, 2018, MeaTech entered into an employment contract with a related party, under which he provided MeaTech with full-time CEO services for a monthly consideration of USD 4 thousand, plus generally accepted
social benefits for executives. The executive departed MeaTech as of February 28, 2019.
|
|
|
|
B. | Expense amounts with respect to related parties (cont.) |
|
2. |
On September 1, 2019, MeaTech entered into an employment contract with Mr. Sharon Fima, under which Mr. Fima serves as the Chief Executive Officer and Chief Technology Officer, initially of MeaTech, and as of the
Merger, of the Company.
|
|
3. |
Between October 15, 2018 and December 31, 2018, MeaTech leased offices from a company owned by a related party, for a monthly rental of USD 3 thousand. The rental agreement terminated on December 31, 2018.
|
|
4. |
Commencing September 1, 2019, MeaTech received management and investor relations services from two related parties in exchange for a monthly salary of USD 2.8 thousand each, plus generally accepted social benefits,
the expense for which amounted to USD 33 thousand in the year ended December 31, 2019.
|
|
5. |
As of September 2019, MeaTech received legal advice and business development services from another two related parties in exchange for a monthly fee of USD 4 thousand plus VAT (each). In addition, MeaTech received
legal services from one of these related parties with respect to the merger transaction described in Note 16A, in exchange for an amount of USD 22 thousand.
|
|
1. |
Under an office leasing agreement dated November 1, 2019 MeaTech (as of the Merger, the Company) leases office space and parking spaces, for a monthly fee of USD 9 thousand (NIS 27 thousand), including management
fees, for a period of two years, with a an option to extend the term of the lease for a further year. The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 198
thousand (NIS 743 thousand), based on an assumption that the extension option was not reasonably expected to be exercised. The incremental interest rate used for estimating the liability is 2.25%.
|
|
2. |
Right-of-Use Asset
|
Offices
|
||||
USD thousands
|
||||
Balance as at January 1, 2019
|
-
|
|||
Additions during the year
|
214
|
|||
Amortization during the year
|
(17
|
)
|
||
Balance as at December 31, 2019
|
197
|
|
3. |
Maturity analysis of for the Company’s lease liability
|
December 31,
|
||||
2019
|
||||
USD thousands
|
||||
Up to one year
|
109
|
|||
2 years
|
92
|
|||
Total
|
201
|
|
4. |
Amounts recognized in the statement of income
|
Year ended December 31,
|
||||
2019
|
||||
USD thousands
|
||||
Amortization of ROU asset
|
17
|
|||
Interest expenses on lease liability
|
1
|
|
Total amounts paid for leasing of the offices in the year ended December 31, 2019, was USD 14 thousand.
|
Year ended December 31,
2019
|
Eight months ended December 31,
2018
|
|||||||
Weighted average of the number of ordinary shares of MeaTech
|
24,573
|
18,816
|
||||||
Exchange ratio established in the acquisition agreement
|
792.9
|
792.9
|
||||||
Weighted average of the number of ordinary shares used to calculate basic earnings per share
|
19,484,478
|
14,919,810
|
|
A. |
To secure its undertakings in connection with its lease agreement as described in Note 13, MeaTech provided a bank guarantee in the amount of USD 25 thousand (NIS 85 thousand). MeaTech also restricted a deposit of
USD 17 thousand (NIS 60 thousand) in favor of a bank to secure its liabilities with respect to credit cards. The guarantee and deposit were assigned to Meat-Tech 3D upon the Merger.
|
|
B. |
In October and November 2019, MeaTech engaged in consulting agreements with two development consultants, which were assigned to Meat-Tech 3D upon the Merger. In return for the consultation services, the Company pays
each consultant a monthly retainer of USD 3 thousand. Subsequent to the closing of the merger transaction detailed in Note 1B, and subsequent to the reporting date, the Company allotted the consultants warrants to
purchase an aggregate amount of 200,000 shares.
|
|
|
The Company has exposure to the following risks from its use of financial instruments: credit, liquidity and market risks.
|
|
A. |
Framework for risk management
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.
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
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.
The Company restricts exposure to credit risk by investing only in bank deposits.
|
|
C. |
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.
|
|
D. |
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.
|
|
E. |
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.
|
|
A. |
On January 26, 2020, MeaTech Ltd. completed a reverse merger into Ophectra Real Estate and Investments Ltd., which was renamed Meat-Tech 3D Ltd., upon which MeaTech became a wholly-owned subsidiary of Meat-Tech 3D and
later changed its name to Chicken Meat-Tech Ltd. For further details, see Note 1B above.
|
|
B. |
Capital Raising
|
|
1. |
On May 7, 2020, the Company announced the closing of a capital raising round with Mr. Steve H. Lavin, through EL Capital Investments, LLC (a company controlled by Mr. Lavin) together with MD
Premium Issuances Ltd., in a total amount of USD 1 million in Meat-Tech 3D at an ordinary share price of NIS 2.49. In return, the investors received an aggregate amount of 1,391,794 ordinary shares and warrants to
purchase 8,040,382 ordinary shares, at an exercise price of NIS 3.36 per warrant, for a period of 4 years, with an acceleration mechanism in the event that the Company’s securities are listed on a leading foreign stock
exchange.
|
|
2. |
On May 7, 2020, the Company’s board of directors approved a capital raising of approximately USD 2.4 million (NIS 8.35 million), by way of private placement to a number of offerees, under which the Company allotted
the offerees a total of 4,398,570 ordinary shares at a price per share of NIS 1.90, as well as 4,398,570 non-tradable warrants, exercisable for a total of 4,398,570 ordinary shares, at an exercise price of NIS 3.03.
|
|
3. |
In August 2020, the Company announced the closing of a capital raising round in which a number of investors invested a gross total of approximately USD 5.8 million (NIS 20 million), in return for 5,292,160 ordinary
shares of the Company, warrants exercisable into 7,409,021 ordinary shares, 1,374,998 share rights, and 1,925,000 option rights.
|
|
C. |
On May 26, 2020, following the approval of the Company's board of directors, the Company engaged in a separation agreement with Therapin, in which the Company had held 14.74% of the issued and paid-up share capital.
Pursuant to the separation agreement, immediately upon the signing of the agreement, the investment agreement under which the Company invested in Therapin, in return for allotment of shares and options of Therapin, an
amount of USD 2.1 million (NIS 7.25 million) was canceled, and replaced with a debt arrangement. As a result of the separation agreement, the Company is no longer a shareholder in Therapin, but rather a debtholder.
|
|
D. |
On August 17, 2020, the Company announced that it had successfully completed a significant milestone – printing a uniform, thin, slaughter-free meat tissue produced from stem cells. Following the achievement of this
milestone, rights exercisable into ordinary shares of the Company vested and were exercised with no exercise price into 6,359,480 ordinary shares of the Company, which are 50% of all rights granted to the former
shareholders of MeaTech as described in Note 1B above.
|
|
E. |
In October 2020, the Company announced that it had made an initial investment in Peace of Meat BV (POM), a leading developer of cultured fat products, in the amount of EUR 1 million (approximately USD 1.2 million) in
return for approximately 5.65% of the outstanding equity of POM, post-allocation, as part of its planned full acquisition of POM, subject to the completion of a final agreement. On December 8, 2020, the Company announced
that it had entered into an agreement with all of the shareholders of POM, to acquire all of the outstanding share capital of POM not yet owned by the Company for total consideration of up to €15 million. The total
consideration payable by the Company in the acquisition consists of €7.5 million, comprised of €3,923,745 in cash and 4,001,700 of our ordinary shares, equivalent to €3,576,255, payable on the closing date, and up to an
additional €7.5 million payable in a combination of €3,923,745 in cash and 4,001,700 of the Company’s ordinary shares equivalent to €3,576,255, upon the achievement of four defined milestones related to Peace of Meat’s
biomass and bioreactor size, density, capacity and production. The closing of the agreement is subject to customary closing conditions.
|
|
F. |
In December 2020, the Company issued to certain investors 6,791,600 ordinary shares, warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 5.00 per share and warrants exercisable into
3,395,800 ordinary shares at an exercise price of NIS 6.00 per share, for aggregate gross proceeds of $7.3 million.
|
|
G. |
In March 2020, the World Health Organization declared the coronavirus (COVID-19) outbreak a global pandemic. To date, the impact of the pandemic on the Company’s operations has been mainly limited to a temporary
facility closure in the context of a government-mandated general lockdown, which temporary delayed certain development activities. Based on the information in its possession, the Company estimates that as of the date of
approval of the financial statements, the Covid-19 pandemic is not expected to affect the Company's operations. However, the Company is unable to assess with certainty the extent of future impact, in part due to the
uncertainty regarding the duration of the Covid-19 pandemic, its force and its effects on the markets in which the Company operates and additional measures that the government may adopt.
|
As at June 30,
|
December 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
||||||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||||||
Note
|
||||||||||||||||
Assets
|
||||||||||||||||
Current assets:
|
||||||||||||||||
Cash and cash equivalents
|
5,201
|
5
|
1,274
|
|||||||||||||
Loan to others
|
-
|
-
|
87
|
|||||||||||||
Receivables for the issue of capital
|
-
|
-
|
222
|
|||||||||||||
Other investment
|
4c
|
|
134
|
-
|
-
|
|||||||||||
Receivables
|
73
|
-
|
38
|
|||||||||||||
5,408
|
5
|
1,621
|
||||||||||||||
Non-current assets:
|
||||||||||||||||
Fixed assets, net
|
277
|
3
|
127
|
|||||||||||||
Right of use asset
|
143
|
-
|
197
|
|||||||||||||
Restricted deposit
|
72
|
-
|
42
|
|||||||||||||
Other investment
|
4c
|
|
1,164
|
-
|
-
|
|||||||||||
1,656
|
3
|
366
|
||||||||||||||
Total assets
|
7,064
|
8
|
1,987
|
|||||||||||||
Liabilities and equity
|
||||||||||||||||
Current liabilities:
|
||||||||||||||||
Current maturities of lease liabilities
|
109
|
-
|
109
|
|||||||||||||
Other payables
|
398
|
49
|
226
|
|||||||||||||
Trade payables
|
61
|
-
|
69
|
|||||||||||||
Derivative instrument
|
4a1
|
3
|
-
|
-
|
||||||||||||
571
|
49
|
404
|
||||||||||||||
Non-current liabilities:
|
||||||||||||||||
Long-term lease liabilities
|
37
|
-
|
92
|
|||||||||||||
37
|
-
|
92
|
||||||||||||||
Shareholders' Equity
|
||||||||||||||||
Share capital and premium
|
18,497
|
-
|
1,880
|
|||||||||||||
Capital reserves
|
1,348
|
13
|
36
|
|||||||||||||
Accumulated deficit
|
(13,389
|
)
|
(54
|
)
|
(425
|
)
|
||||||||||
Total Shareholders’ capital equity (deficit)
|
6,456
|
(41
|
)
|
1,491
|
||||||||||||
Total liabilities and Shareholders’ equity
|
7,064
|
8
|
1,987
|
Six
|
Year
|
|||||||||||||||
months ended
|
ended
|
|||||||||||||||
June 30,
|
December 31,
|
|||||||||||||||
2020
|
2019
|
2019
|
||||||||||||||
USD thousands, except share data
|
USD thousands, except share data
|
USD thousands, except share data
|
||||||||||||||
Note
|
||||||||||||||||
Expenses
|
||||||||||||||||
Research and development Expenses
|
850
|
14
|
166
|
|||||||||||||
General and Administrative Expenses
|
2,006
|
38
|
256
|
|||||||||||||
Public Listing Expenses
|
1A
|
|
10,164
|
-
|
-
|
|||||||||||
Total expenses
|
13,020
|
52
|
422
|
|||||||||||||
Operating loss
|
13,020
|
52
|
422
|
|||||||||||||
Financing expenses (income), net
|
(56
|
)
|
-
|
1
|
||||||||||||
Loss for the Period
|
12,964
|
52
|
423
|
|||||||||||||
Other comprehensive loss (income) Items that will not be transferred to profit or loss:
|
||||||||||||||||
Net change in fair value of financial assets
|
334
|
-
|
-
|
|||||||||||||
Foreign currency translation adjustments
|
(51
|
)
|
1
|
(22
|
)
|
|||||||||||
Total other comprehensive loss for the period
|
13,247
|
53
|
401
|
|||||||||||||
Loss per ordinary share (in USD) without par value:
|
||||||||||||||||
Basic and diluted loss per share (in USD)
|
0.262
|
0.003
|
0.022
|
|||||||||||||
Weighted average number of shares outstanding – basic and diluted
|
49,476,813
|
14,919,810
|
19,484,478
|
Six months ended
June 30, 2019
|
||||||||||||||||||||
Share capital and premium on shares
|
Transactions with related parties reserve
|
Currency translation differences reserve
|
Accumulated Deficit
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||
Transaction with a related party
|
-
|
14
|
-
|
-
|
14
|
|||||||||||||||
Other comprehensive loss
|
-
|
(1
|
)
|
-
|
(1
|
)
|
||||||||||||||
Loss for the Period
|
-
|
-
|
-
|
(52
|
)
|
(52
|
)
|
|||||||||||||
Balance as at June 30, 2019
|
-
|
14
|
(1
|
)
|
(54
|
)
|
(41
|
)
|
Year ended
December 31, 2019
|
||||||||||||||||||||
Share capital and premium on shares
|
Transactions with related parties reserve
|
Currency translation differences reserve
|
Accumulated deficit
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Balance as at January 1, 2019
|
-
|
-
|
-
|
(2
|
)
|
(2
|
)
|
|||||||||||||
Issuance of shares and warrants
|
1,880
|
-
|
-
|
-
|
1,880
|
|||||||||||||||
Other comprehensive income
|
-
|
-
|
22
|
-
|
22
|
|||||||||||||||
Transaction with a related party
|
14
|
-
|
-
|
14
|
||||||||||||||||
Loss for the year
|
-
|
-
|
-
|
(423
|
)
|
(423
|
)
|
|||||||||||||
Balance as at December 31, 2019
|
1,880
|
14
|
22
|
(425
|
)
|
1,491
|
Six
|
Year
|
|||||||||||
months ended
|
Ended
|
|||||||||||
June 30,
|
December 31,
|
|||||||||||
2020
|
2019
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Cash flows - operating activities
|
||||||||||||
Net Loss for the period
|
(12,964
|
)
|
(52
|
)
|
(423
|
)
|
||||||
Adjustments:
|
||||||||||||
Depreciation and amortization
|
73
|
1
|
21
|
|||||||||
Transaction with a related party
|
-
|
14
|
14
|
|||||||||
Revaluation of liability with respect to a derivative
|
(73
|
)
|
-
|
-
|
||||||||
Expenses for share-based payments
|
1,592
|
-
|
-
|
|||||||||
Expenses for public listing
|
10,164
|
-
|
-
|
|||||||||
Changes in asset and liability items:
|
||||||||||||
Decrease (increase) in other receivables
|
(34
|
)
|
1
|
(36
|
)
|
|||||||
Increase (decrease) in trade payables
|
(7
|
)
|
-
|
66
|
||||||||
Increase (decrease) in other payables
|
(232
|
)
|
10
|
185
|
||||||||
Net cash used in operating activities
|
(1,481
|
)
|
(26
|
)
|
(173
|
)
|
||||||
Cash flows - investment activities
|
||||||||||||
Acquisition of fixed assets
|
(168
|
)
|
(1
|
)
|
(126
|
)
|
||||||
Increase of restricted deposit
|
(30
|
)
|
-
|
(41
|
)
|
|||||||
Loan provided
|
-
|
-
|
(86
|
)
|
||||||||
Net cash used in investing activities
|
(198
|
)
|
(1
|
)
|
(253
|
)
|
||||||
Cash flows - financing activities
|
||||||||||||
Proceeds from issuance of shares and warrants
|
3,300
|
-
|
1,670
|
|||||||||
Issuance costs
|
(242
|
)
|
-
|
(8
|
)
|
|||||||
Proceeds on account of capital issuance
|
115
|
-
|
-
|
|||||||||
Repayment of liability for lease
|
(55
|
)
|
-
|
(14
|
)
|
|||||||
Decrease in other investment
|
12
|
-
|
-
|
|||||||||
Proceeds with regard to derivative
|
74
|
-
|
-
|
|||||||||
Proceeds from exercise of share options
|
2,118
|
-
|
-
|
|||||||||
Proceeds on account of capital issuance
|
223
|
-
|
-
|
|||||||||
Net cash from financing activities
|
5,545
|
-
|
1,648
|
|||||||||
Increase in cash and cash equivalents
|
3,866
|
(27
|
)
|
1,222
|
||||||||
Effect of exchange differences on cash and cash equivalents
|
61
|
1
|
21
|
|||||||||
Cash and cash equivalents at the beginning of the period:
|
1,274
|
31
|
31
|
|||||||||
Cash balance and cash equivalents at end of period
|
5,201
|
5
|
1,274
|
|||||||||
Non-cash activities
|
||||||||||||
Purchase of fixed assets
|
-
|
-
|
1
|
|||||||||
Issue of shares and options against receivables
|
-
|
-
|
222 |
|
A. |
Reporting entity
|
|
1. |
Immediately after completing the development of a prototype to create a layer of stem cells using 3D printing technology, 50% of the Founders Rights will vest and convert into an equal number of Company shares (for
details of the fulfilment of this milestone subsequent to the balance sheet date, see Note 7 below);
|
|
2. |
Immediately after a taste test of clean meat tissue weighing at least 100 grams printed using the 3D printer to be developed by the Company, the remaining 50% of the Founders Rights will vest and convert into an equal
number of Company shares.
|
|
A. |
Reporting entity (cont.):
|
|
1. |
Repayment in full of the Company’s debts and liabilities, by transferring the asset balance of the Company’s previous operations to a trustee that will act to sell them, with recourse to the
value of the Therapin asset, if so needed.
|
|
2. |
With the approval of the settlement, all of the Company's assets were transferred to a settlement fund, other than the Company's shareholding in Therapin.
|
|
3. |
The Company undertook to provide a total amount of up to approximately USD 376 thousand (NIS 1,300 thousand) for the settlement fund, which will serve as an additional source for repayment of the settlement fund's
liabilities to the Company's creditors. As at the balance sheet date of these financial statements, a total amount of approximately USD 285 thousand (NIS 1,000 thousand) had been transferred. Subsequent to the reporting
period, another approximately USD 82,000 (NIS 300,000) was transferred.
|
|
4. |
The settlement fund assets (including the value of the aforementioned Therapin asset) will serve as the only source for repayment of liabilities to the Company's creditors, whose cause of
action preceded the date of approval of the settlement.
|
|
B. |
Definitions
|
|
(1) |
The Company or Legal Acquirer - Meat-Tech 3D Ltd.
|
|
(2) |
The Group - the Company and its Subsidiary
|
|
(3) |
The Subsidiary or Accounting Acquirer – MeaTech
|
|
(4) |
Related party - as defined in IAS 24 (Revised).
|
|
(6) |
USD - United States Dollar
|
|
A. |
Statement of compliance with IFRS
|
|
A. |
The assets and liabilities of the Accounting Acquirer and acquiree were recognized in the consolidated financial statements at their carrying value shortly prior to the Transaction.
|
|
B. |
Retained earnings and other capital items of the consolidated entity following the Merger Transaction are those of the Accounting Acquirer, which is the legal subsidiary (shortly before the business combination). The
legal capital structure, i.e., the type and number of shares, remains that of the Company (the legal parent company).
|
|
C. |
The accounting acquiree was a shell company at the date of the Transaction. As a result of the Transaction, no originating or goodwill differences were generated and the difference between the consideration and the fair
value of the net assets of the accounting acquirer was recorded as non-recurring public listing expenses.
|
|
D. |
Earnings or loss per share up to the closing date of the Transaction were calculated by dividing the loss or earnings of the Accounting Acquirer into periods corresponding to the weighted average of the Company's ordinary
shares that were outstanding during the corresponding periods, multiplied by the exchange ratio in the shares allotment agreement. From the Transaction date onwards, the weighted average of the ordinary shares taken into
account in calculating the earnings or loss per share is that of the Company.
|
|
E. |
Comparative information presented in the consolidated financial statements for the periods prior to the Transaction date is that of the accounting acquirer, other than share capital and earnings per share calculation.
|
|
A. |
Capital Raising
|
|
1. |
On May 7, 2020, the Company announced the closing of a fundraising round as set out below:
|
|
A. |
Capital Raising (cont.)
|
|
2. |
On May 7, 2020, the Company's board of directors approved a capital raising of approximately USD 2.4 million (NIS 8.35 million), by way of private placement to a number of offerees, all of which are accredited investors
or institutional investors, under which the Company allotted the offerees a total of 4,398,570 ordinary shares of the Company without par value, as well as a 4,398,570 options (unregistered) exercisable for a total of
4,398,570 ordinary shares of the Company without par value, at additional exercise price of NIS 3.03, at a price of NIS 1.90 per unit that consists of one ordinary share and one option (unregistered).
|
|
3. |
In August 2020, the Company announced the closing of an investment round in which a number of investors, including institutional investors and Israeli and foreign private investment bodies,
led by Rami Levy, entered into an agreement for an investment of a gross total of approximately USD 5.8 million (NIS 20 million). Part of the investment, a total of approximately USD 4.6 million (NIS 16 million), was
invested immediately against the allotment of 5,292,160 ordinary shares with no par value of the Company, and unlisted warrants exercisable into 7,409,021 ordinary shares of the Company at an exercise price of NIS 3.95 per
share. Some investors were also issued unlisted rights that are required to be exercised or forfeited in the event that the Company lists its securities on a leading foreign stock exchange, into 1,374,998 ordinary shares
of the Company with no par value at a price of NIS 3.00 each (in total USD 1.2 million, or NIS 4 million), as well as unlisted rights to receive 1,925,000 unlisted warrants that can be exercised in return for NIS 3.95 per
share.
|
|
A. |
Capital Raising (cont.)
|
|
B. |
Share capital and share premium
|
Six months ended
|
||||
June 30, 2020
|
||||
(Unaudited)
|
||||
USD thousands
|
||||
Reverse Acquisition
|
11,439
|
|||
Capital raising *
|
3,059
|
|||
Exercise of options into shares during the period
|
2,119
|
|||
16,617
|
Six months ended
June 30, 2020
|
||||
In shares without par value
|
||||
Issued and authorized share capital as at January 1, 2020
|
19,870,337
|
|||
Ordinary shares from the Merger Transaction
|
30,525,506
|
|||
Issued during the period
|
5,790,364
|
|||
Exercise of options during the period
|
3,713,069
|
|||
Issued and paid-up share capital as at June 30, 2020
|
59,899,276
|
|
C. |
Separation Agreement from Therapin
|
|
1. |
At the time of signing, Therapin committed to pay the Company an amount of USD 11,000 (NIS 40,000) per month, thereafter as of August 1, 2020 over a period of 119 months (the “Payment
Period”), for an aggregate total amount of USD 1.4 million (NIS 4.8 million). During the two years from the date of the separation agreement, 50% of the payments from Therapin will be transferred to a restricted deposit
and form an additional source for repayment of the settlement fund, if there are any additional creditors. The Company does not know of any additional creditors. After two years, the contents of the restricted deposit will
be released to the Company, subject to court approval.
|
|
2. |
The rest of the Payment Amount will be paid to the Company if during the Payment Period, Therapin or a subsidiary of Therapin complete an exit event, including listing on a stock exchange following a merger or IPO, and
the Company will be given the option to receive shares in such merged company/issue, or payment of the balance in cash (to the extent that payment is cash-based).
|
|
3. |
During the Payment Period, if Therapin has not completed one of the transactions as set out in Section 2, then in the event that Therapin generates a distributable surplus, Therapin will pay the Company an amount
equivalent to 14.74% of the surplus balance as repayment on account of the outstanding balance (but in any case no more than the outstanding balance).
|
|
4. |
In the event that, during or subsequent to the end of the Payment Period, Therapin distributes a dividend to its shareholders, and on that date there is a remaining outstanding balance, Therapin will pay the Company an
amount equivalent to 14.74% of the dividend distributed to shareholders as repayment on account of the outstanding balance (but in any case no more than the outstanding balance).
|
|
5. |
As a result of the separation agreement, the Company is no longer a shareholder in Therapin, but rather a debtholder.
|
Developments in the Therapin investment:
|
As at June 30, 2020
|
|||
USD thousands
|
||||
As at January 1, 2020
|
-
|
|||
Investment in shares
|
1,642
|
|||
Revaluation of investment
|
(334
|
)
|
||
Balance as at May 26, 2020
|
1,308
|
|||
Decrease in investment (proceeds)
|
(10
|
)
|
||
As at June 30, 2020
|
1,298
|
|
D. |
Effects of Covid-19 Coronavirus Pandemic
|
Date of grant and entitled employees
|
Instrument terms
|
No. of instruments (thousands)
|
Vesting Conditions
|
Contractual life of options (years)
|
||||
RSUs awarded to consultants and the chairman of the Company's board on May 7, 2020
|
The RSUs are exercisable for a payment of NIS 0.3 per share
|
1,503
|
36 monthly tranches
|
3 years
|
||||
RSUs awarded to an employee on May 7, 2020
|
The RSUs are exercisable without exercise price
|
100
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
||||
Options awarded to consultants of the Company on May 7, 2020
|
Each option can be exercised for an ordinary share without par value of the Company
|
3,987
|
6 quarterly tranches
|
4 years
|
||||
Options awarded to consultants of the Company on May 7, 2020
|
Each option can be exercised for an ordinary share without par value of the Company
|
80
|
Immediate
|
4 years
|
||||
Options awarded to the CEO on May 7, 2020
|
Each option can be exercised for an ordinary share without par value of the Company
|
500
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
||||
Options awarded to employees of the Company on May 7, 2020
|
Each option can be exercised for an ordinary share without par value of the Company
|
1,550
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
||||
Total ordinary shares into which the above options and RSUs may be converted
|
7,720
|
Options for shares plan
|
||
Grant date fair value
|
NIS 22,330 thousand
|
|
The parameters used to calculate fair value:
|
||
Share price (NIS at grant date)
|
2.617
|
|
Exercise price (NIS unlinked)
|
0.3-3.49
|
|
Expected volatility (weighted average)
|
95%
|
|
Expected useful life (weighted average)
|
3 or 4 years
|
|
Risk-free interest rate
|
0.1%-0.3%
|
|
Expected rate of dividends
|
0%
|
June 30,
|
December 31,
|
|||||||||||
2020
|
2019
|
2019
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Receivables:
|
||||||||||||
Related companies
|
-
|
-
|
87
|
|||||||||
Payables:
|
||||||||||||
Related companies
|
4
|
18
|
21
|
|||||||||
Directors and interested parties
|
41
|
-
|
31
|
1. |
2. |
Notes
|
Balance as at February 29, 2020
|
|||||||
Euro
|
||||||||
Assets
|
||||||||
Cash and cash equivalents
|
6.9
|
448,611
|
||||||
Other receivables
|
6.8
|
30,092
|
||||||
Prepaid expenses
|
7,500
|
|||||||
Total current assets
|
486,203
|
|||||||
Total assets Tota assets
|
486,203
|
|||||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Convertible debentures
|
6.12
|
865,096
|
||||||
Trade payables
|
4,444
|
|||||||
Other payables
|
28,310
|
|||||||
Total current liabilities
|
897,850
|
|||||||
Total liabilities
|
897,850
|
|||||||
Equity
|
||||||||
Share capital
|
6.10
|
5,000
|
||||||
Reserves
|
6.13
|
99,623
|
||||||
Retained earnings
|
(516,270
|
)
|
||||||
Equity attributable to the owners of the Company
|
(411,647
|
)
|
||||||
Total equity
|
(411,647
|
)
|
||||||
Total equity and liabilities
|
486,203
|
3. |
Notes
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
||||||||
Research and development expenses
|
6.4
|
(137,583
|
)
|
|||||
Selling, general and administrative expenses
|
6.5
|
(163,246
|
)
|
|||||
Operating loss
|
(300,829
|
)
|
||||||
Financing expenses
|
6.6
|
(215,441
|
)
|
|||||
Financing expenses, net
|
(215,441
|
)
|
||||||
Loss for the year
|
(516,270
|
)
|
4. |
Notes
|
Attributable to the owners
of the Company
Euro
|
|||||||||||||||||||
For the period from September 1, 2019 ended February 29, 2020
|
Share Capital
|
Retained Earnings
|
Other reserves
|
Total equity
|
||||||||||||||||
Total Comprehensive income for the period
|
||||||||||||||||||||
Loss for the period
|
- |
(516 270
|
)
|
- |
(516,270
|
)
|
||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Issue of ordinary shares
|
6.10
|
5,000
|
-
|
- |
5,000
|
|||||||||||||||
Share-based payments
|
6.13
|
-
|
-
|
99,623
|
99,623
|
|||||||||||||||
Balance as at February 29, 2020
|
5,000
|
(516,270
|
)
|
99,623
|
(411,647
|
)
|
5. |
Notes
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
||||||||
Cash flows from operating activities
|
||||||||
Loss for the year
|
(516,270
|
)
|
||||||
Non-cash and operational adjustments
|
||||||||
Change in fair value of convertible debentures
|
6.6
|
215,141
|
||||||
Share-based payment transactions
|
99,623
|
|||||||
Working capital adjustments
|
||||||||
Change in other receivables
|
(30,092
|
)
|
||||||
Change in trade and other payables
|
32,754
|
|||||||
Change in prepaid expenses
|
(7,500
|
)
|
||||||
Net cash used in operating activities
|
(206,344
|
)
|
Notes
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
||||||||
Cash flows from financing activities
|
||||||||
Proceeds from issuance of share capital
|
6.10
|
5,000
|
||||||
Proceeds from issuance of convertible debentures
|
6.13
|
649,955
|
||||||
Net cash from financing activities
|
654,955
|
|||||||
Net increase in cash and cash equivalents
|
448,611
|
|||||||
Cash and cash equivalents as at February 29, 2020
|
448,611
|
6. |
|
6.1. |
General
|
6.1.1. |
Reporting Entity
|
6.1.2. |
Material Events in the Reporting Period
|
6.1.3. |
Definitions
|
|
a) |
The Company – Peace of Meat BV, with its registered office at Olieweg 95, 2020 Antwerp, Belgium.
|
|
b) |
Related party – Within its meaning in IAS 24 (2009), “Related Party Disclosures”.
|
|
c) |
Financial Statements – Financial Statements for the period from inception (September 1, 2019) ended February 29, 2020.
|
|
6.2. |
Basis of preparation
|
6.2.1. |
Statement of Compliance
|
6.2.2. |
Functional and Presentation Currency
|
6.2.3. |
Basis of Measurement
|
6.2.4. |
Use of Estimates
|
Estimate
|
Principal assumptions
|
Possible effects
|
Reference
|
Recognition of a deferred tax asset in respect of tax losses
|
The probability that in the future there will be taxable profits against which carried forward losses can be utilized
|
Recognition or reversal of deferred tax asset in profit or loss
|
For information on losses for which a deferred tax asset was not recognized, see Note 6.7 of the Financial Statements.
|
Measurement of financial liabilities related to convertible debentures
|
The probability of scenarios of conversion, early repayment and the maturity date of the convertible loan agreements
|
Measurement of a conversion feature related to convertible debentures under different scenarios
|
For information on the scenarios, see Note 6.12 of the Financial Statements.
|
Measurement of the compensation expense related to a call option
|
The assumptions underlying the option pricing model applied
|
Measurement of a call option as compensation expense
|
For information on the valuation of the share-based payment arrangements related to a call option, see Note 6.13 of the Financial Statements.
|
|
6.3. |
Summary of Significant Accounting Policies
|
6.3.1. |
Foreign Currency Translation
|
6.3.2. |
Financial Instruments
|
6.3.3. |
Financing Income and Expenses
|
6.3.4. |
Taxes
|
6.3.5. |
Government Grants
|
6.3.6. |
Research and Development
|
6.3.7. |
Employee Benefits
|
6.3.8. |
Share-Based Payments Arrangements
|
6.3.9. |
New Standards, Amendments to Standards and Interpretations not yet adopted
|
Standard / interpretation / amendment
|
The requirements of the publication
|
Effective date and transitional provisions
|
Expected effects
|
|||
Amendment to IFRS 3, Business Combinations
|
The Amendment clarifies whether a transaction to acquire an operation is the acquisition of a "business" or an asset. For the purpose of this examination, the Amendment added an
optional concentration test so that if substantially all of the fair value of the acquired assets is concentrated in a single identifiable asset or a group of similar identifiable assets, the acquisition will be of an asset. In
addition, the minimum requirements for definition as a business have been clarified, such as for example the requirement that the acquired processes be substantive so that in order for it to be a business, the operation shall
include at least one input element and one substantive process, which together significantly contribute to the ability to create outputs. Furthermore, the Amendment narrows the reference to the outputs element required in order
to meet the definition of a business and added examples illustrating the aforesaid examination.
|
The Amendment is effective for transactions to acquire an asset or business for which the acquisition date is in annual periods beginning on or after January 1, 2020, with
earlier application being permitted.
|
In the opinion of the Company, application of the Amendment may have a material effect on the accounting treatment of future acquisitions of operations.
|
|
6.4. |
Research and Development Expenses
|
For the period from September 1, 2019 ended February 29, 2020
|
||||
Euro
|
||||
Management fees and expenses
|
56,182
|
|||
Share-based payment
|
99,623
|
|||
Other
|
10,150
|
|||
Total research and development expenses
|
165,955
|
|||
Less participation of the Flemish government in research and development expenses
|
28,372
|
|||
Total research and development expenses
|
137,583
|
|
6.5. |
Selling, General and Administrative Expenses
|
For the period from September 1, 2019 ended February 29, 2020
|
||||
Euro
|
||||
Management fees and expenses
|
85,644
|
|||
Travel cost
|
32,164
|
|||
Professional fees
|
16,958
|
|||
Corporate branding fees
|
12,549
|
|||
Fairs, conferences and other marketing expenses
|
3,105
|
|||
Salaries, wages and related expenses (see also Note 6.11 on employee benefits)
|
3,211
|
|||
License fees
|
2,671
|
|||
Office space fees
|
2,539
|
|||
Other general and administrative expenses
|
4,405
|
|||
Total selling, general and administrative expenses
|
163,246
|
|
6.6. |
Financing Expenses
|
|
6.7. |
Income Tax
|
As at February 29, 2020
|
||||
Euro
|
||||
Tax asset not recognized
|
55,484
|
|||
Total
|
55,484
|
|
6.8. |
Other Receivables
|
As at February 29, 2020
|
||||
Euro
|
||||
Other receivables
|
||||
Grants receivable
|
28,372
|
|||
VAT recoverable
|
1,720
|
|||
Total other receivables
|
30,092
|
|
6.9. |
Cash and Cash Equivalents
|
As at February 29, 2020
|
||||
Euro
|
||||
Cash and cash equivalents
|
||||
Bank balance
|
448,661
|
|||
Total cash and equivalents
|
448,661
|
|
6.10. |
Capital and Reserves
|
|
6.11. |
Employment Benefits
|
As at February 29, 2020
|
||||
Euro
|
||||
Presented under current liabilities – other payables
|
||||
Short-term employee benefits
|
2,830
|
|||
Total short-term employee benefits
|
2,830
|
|
6.12. |
Convertible debentures
|
Euro
|
||||
Proceeds from issue of convertible debentures
|
649,955
|
|||
Change in fair value of convertible debentures
|
215,141
|
|||
Balance as at February 29, 2020
|
865,096
|
|
6.13. |
Share-Based Payment Arrangements
|
Ordinary shares
|
||||
Euro
|
||||
Grant date fair value of 100,000 ordinary shares
|
807,000
|
|||
The parameters used to calculate the fair value of the company
|
||||
Expected volatility
|
77.12
|
%
|
||
Expected term
|
3 years
|
|||
Risk free interest rate
|
0.61
|
%
|
For the period from September 1, 2019 ended February 29, 2020
|
||||
Euro
|
||||
Share-based payments
|
99,623
|
|||
99,623
|
|
6.14. |
Financial Instruments
|
|
1. |
Financial instruments measured at fair value.
|
February 29, 2020
|
|||||||||||||||||||
Fair value
|
|||||||||||||||||||
Carrying amount
|
Level 1
|
Level 2
|
Level 3
|
Valuation techniques for determining fair value
|
Inputs used to determine fair value
|
||||||||||||||
EUR
|
|||||||||||||||||||
Non-current liabilities
|
|||||||||||||||||||
Convertible debentures
|
649,955
|
|
|
865,096
|
Fair value is estimated by discounting the future value of the debenture based on the probability of conversion under different scenarios
at a discount rate which is based on the median of the comparative interest rates on unsecured notes with venture capital backed companies from the pharmaceutical, technology and biotech industry. (1)
|
Discount rate of 9.38%
|
|||||||||||||
649,955
|
|
|
865,096
|
|
(1) |
The scenarios as mentioned in the table above are as follows:
|
Scenario
|
Management’s estimate of probability as at February 29, 2020
|
|||
A conversion based on a Qualified Financing expected to take place on June 30, 2020 with
a discount of 28%
|
40
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30, 2020
with a discount of 34%
|
40
|
%
|
||
Conversion at Maturity Date
|
20
|
%
|
||
TOTAL
|
100
|
%
|
|
2. |
Fair value hierarchy of financial instruments measured at fair value
|
February 29, 2020
|
||||||||||||
|
Level 1
Euro
|
Level 2
Euro
|
Level 3
Euro
|
|||||||||
Financial liabilties measured at fair value through profit or loss
|
|
|
||||||||||
Convertible debentures
|
|
|
865,096
|
|||||||||
|
|
865,096
|
|
6.15. |
Related Party Transactions
|
For the period from September 1, 2019 ended February 29, 2020
|
||||
Euro
|
||||
Management fees and professional fees – research and development expenses
|
56,182
|
|||
Management fees and professional fees – selling, general and administrative expenses
|
85,644
|
|||
Share-based payments – research and development expenses
|
99,623
|
|||
Total
|
241,449
|
As at February 29, 2020
|
||||
Euro
|
||||
Presented under other payables
|
||||
Current account with related parties
|
480
|
|||
Total
|
480
|
6.16. |
Subsequent Events
|
1. |
Notes
|
Balance as at August 31, 2020
|
Balance as at February 29, 2020
|
||||||||||
Euro
|
Euro
|
|||||||||||
Assets
|
||||||||||||
Cash and cash equivalents
|
312,309
|
448,611
|
||||||||||
Other receivables
|
5.8
|
63,761
|
30,092
|
|||||||||
Prepaid expenses
|
11,250
|
7,500
|
||||||||||
Total current assets Tota assets
|
387,320
|
486,203
|
||||||||||
Fixed assets, net
|
5.9
|
143,922
|
-
|
|||||||||
Intangible assets
|
5.9
|
4,117
|
-
|
|||||||||
Right-of-use assets
|
5.19
|
14,333
|
-
|
|||||||||
Non-current assets
|
162,372
|
-
|
||||||||||
Total assets
|
549,692
|
486,203
|
||||||||||
Liabilities
|
||||||||||||
Convertible debentures |
5.14
|
1,181,474
|
865,096
|
|||||||||
Current maturities of lease liabilities
|
5.19
|
2,683
|
-
|
|||||||||
Trade payables
|
5.16
|
104,292
|
4,444
|
|||||||||
Other payables
|
25,198
|
28,310
|
||||||||||
Grants received in advance
|
5.13
|
69,203
|
-
|
|||||||||
Total current liabilities
|
1,382,850
|
897,850
|
||||||||||
Long-term lease liabilities
|
5.19
|
11,957
|
-
|
|||||||||
Total non-current liabilities
|
11,957
|
-
|
||||||||||
Total liabilities
|
1,394,807
|
897,850
|
||||||||||
Equity
|
||||||||||||
Share capital
|
5.11
|
5,000
|
5,000
|
|||||||||
Reserves
|
5.15
|
525,916
|
99,623
|
|||||||||
Retained earnings
|
(1,376,031
|
)
|
(516,270
|
)
|
||||||||
Equity attributable to the owners of the Company
|
(845,115
|
)
|
(411,647
|
)
|
||||||||
Total equity
|
(845,115
|
)
|
(411,647
|
)
|
||||||||
Total equity and liabilities
|
(549,692
|
)
|
(486,203
|
)
|
2. |
Notes
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
||||||||||
Euro
|
Euro
|
|||||||||||
Research and development expenses
|
5.4
|
(547,620
|
)
|
(137,583
|
)
|
|||||||
Selling, general and administrative expenses
|
5.5
|
(174,077
|
)
|
(163,246
|
)
|
|||||||
Operating loss
|
(721,697
|
)
|
(300 ,829
|
)
|
||||||||
Financing income
|
5.6
|
376
|
-
|
|||||||||
Financing expense
|
5.7
|
(138,440
|
)
|
(215,441
|
)
|
|||||||
Financing expenses, net
|
(138,064
|
)
|
(215,441
|
)
|
||||||||
Loss for the period
|
(859,761
|
)
|
(516,270
|
)
|
3. |
Notes
|
Attributable to the owners
of the Company
Euro
|
|||||||||||||||||||
For the period from September 1, 2019 ended February 29, 2020
|
Share Capital
|
Retained Earnings
|
Other reserves
|
Total equity
|
||||||||||||||||
Total Comprehensive income for the period
|
||||||||||||||||||||
Loss for the period
|
(516,270
|
)
|
(516,270
|
)
|
||||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Issue of ordinary shares
|
5,000
|
5,000
|
||||||||||||||||||
Share-based payments
|
5.15
|
99,623
|
99,623
|
|||||||||||||||||
Balance as at February 29, 2020
|
5,000
|
(516,270
|
)
|
99,623
|
(411,647
|
)
|
Notes
|
Attributable to the owners
of the Company
Euro
|
|||||||||||||||||||
For the six months ended August 31, 2020
|
Share Capital
|
Retained Earnings
|
Other reserves
|
Total equity
|
||||||||||||||||
Balance as at 1 March 2020
|
5,000
|
(516,270
|
)
|
99,623
|
(411,647
|
)
|
||||||||||||||
Total Comprehensive income for the period
|
||||||||||||||||||||
Loss for the period
|
-
|
(859,761
|
)
|
-
|
(859,761
|
)
|
||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Share-based payments
|
5.15
|
426,293
|
426,293
|
|||||||||||||||||
Balance as at August 31, 2020
|
5,000
|
(1,376,031
|
)
|
525,916
|
(845,115
|
)
|
4. |
Notes
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
||||||||||
Euro
|
Euro
|
|||||||||||
Cash flows from operating activities
|
||||||||||||
Loss for the period
|
(859,761
|
)
|
(516,270
|
)
|
||||||||
Non-cash and operational adjustments
|
||||||||||||
Depreciation and amortization
|
|
5,738
|
-
|
|||||||||
Change in fair value of convertible debentures
|
5.7
|
138,077
|
215,141
|
|||||||||
Share-based payment transactions
|
5.15
|
426,293
|
99,623
|
|||||||||
Working capital adjustments
|
||||||||||||
Change in other receivables
|
(33,669
|
)
|
(30,092
|
)
|
||||||||
Change in trade, other payables, deferred income and grants received in advance
|
81,475
|
32,754
|
||||||||||
Change in prepaid expenses
|
(3,750
|
)
|
(7,500
|
)
|
||||||||
Net cash used in operating activities
|
(245,597
|
)
|
(206,344
|
)
|
Notes
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
||||||||||
Euro
|
Euro
|
|||||||||||
Cash flows from investing activities
|
||||||||||||
Acquisition of fixed assets
|
5.9
|
(64,209
|
)
|
-
|
||||||||
Acquisition of intangible assets
|
5.9
|
(4,350
|
)
|
-
|
||||||||
Net cash flow used in investing activities
|
(68,559
|
)
|
-
|
|||||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from issuance of share capital
|
-
|
5,000
|
||||||||||
Proceeds from issuance of convertible debentures
|
5.14
|
178,301
|
649,955
|
|||||||||
Payment of principal of lease liabilities
|
(447
|
)
|
-
|
|||||||||
Net cash from financing activities
|
177,854
|
654,955
|
||||||||||
Net increase (decrease) of cash and cash equivalents
|
(136,302
|
)
|
448,611
|
|||||||||
Cash and cash equivalents as at end of previous period
|
448,611
|
-
|
||||||||||
Cash and cash equivalents as at the end of the period
|
312,309
|
448,611
|
5. |
|
5.1. |
General
|
|
5.1.1. |
Reporting Entity
|
|
5.1.2. |
Material Events in the Reporting Period
|
|
5.1.3. |
Definitions
|
|
a) |
The Company – Peace of Meat BV, with its registered office at Olieweg 95, 2020 Antwerp, Belgium.
|
|
b) |
Related party – Within its meaning in IAS 24 (2009), “Related Party Disclosures”.
|
|
c) |
Condensed Interim Financial Statements– Condensed Interim Financial Statements for the 6 months ended August 31, 2020.
|
|
|
|
d) |
Financial Statements – Financial Statements for the period from inception (September 1, 2019) ended February 29, 2020.
|
|
5.2. |
Basis of Preparation
|
|
5.2.1. |
Statement of Compliance
|
|
5.2.2. |
Functional and Presentation Currency
|
|
5.2.3. |
Basis of Measurement
|
|
5.2.4. |
Use of Estimates
|
Estimate
|
Principal assumptions
|
Possible effects
|
Reference
|
||||
Measurement of financial liabilities related to convertible debentures
|
The probability of scenarios of conversion, early repayment and the maturity date of the convertible loan agreements
|
Measurement of a conversion feature related to concertible debentures under different scenarios
|
For information on the scenarios, see Note 5.17 of the condensed interim financial statements.
|
|
5.3. |
Summary of Significant Accounting Policies
|
|
5.3.1. |
Tangible Assets
|
Operating equipment: 5 years |
|
5.3.2. |
Intangible Assets
|
|
5.3.3. |
Right-of-Use Assets and Liabilities
|
(a) |
The right to obtain substantially all the economic benefits from use of the identified asset; and
|
|
5.4. |
Research and Development Expenses
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Management fees and expenses
|
89,236
|
56,182
|
||||||
Lab materials, auxiliary materials and consumables
|
68,244
|
-
|
||||||
Salaries, wages and related expenses
|
60,755
|
-
|
||||||
Share-based payment
|
426,293
|
99,623
|
||||||
Professional fees
|
13,333
|
|||||||
Lab space fees
|
8,612
|
-
|
||||||
Depreciation and amortization
|
5,738
|
|||||||
Other
|
11,834
|
10,150
|
||||||
Total research and development expenses
|
684,045
|
165,955
|
||||||
Less income from the Flemish government (Belgium) in research and development expenses
|
136,425
|
28,372
|
||||||
Total research and development expenses
|
547,620
|
137,583
|
|
5.5. |
Selling, General and Administrative Expenses
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Management fees and expenses
|
80,501
|
85,644
|
||||||
Travel costs
|
25,482
|
32,164
|
||||||
Professional fees
|
52,889
|
16,958
|
||||||
Corporate branding fees
|
-
|
12,549
|
||||||
Fairs, conferences and other marketing expenses
|
1,125
|
3,105
|
||||||
Salaries, wages and related expenses
|
-
|
3,211
|
||||||
License
|
5,000
|
2,671
|
||||||
Office space fees
|
1,695
|
2,539
|
||||||
Other general and administrative expenses
|
7,385
|
4,405
|
||||||
Total selling, general and administrative expenses
|
174,077
|
163,246
|
|
5.6. |
Financing Income
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Net foreign exchange gain
|
376
|
-
|
||||||
Total financing income
|
376
|
-
|
|
5.7. |
Financing Expense
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Financial liabilities at fair value through profit or loss
|
||||||||
Net change in fair value of convertible debentures measured at fair value through profit or loss
|
138,077
|
215,141
|
||||||
Other
|
||||||||
Other financing expenses
|
363
|
300
|
||||||
Total financing expense
|
138,440
|
215,441
|
|
5.8. |
Other Receivables
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Other receivables
|
||||||||
Advance payments
|
37,005
|
-
|
||||||
Grants receivable
|
-
|
28,372
|
||||||
VAT recoverable
|
26,756
|
1,720
|
||||||
Total other receivables
|
63,761
|
30,092
|
|
5.9. |
Intangible and Tangible Fixed Assets
|
Operating equipment
|
Total
|
|||||||
Euro
|
Euro
|
|||||||
Cost
|
||||||||
As at February 29, 2020
|
||||||||
Additions during the six months
|
148,673
|
148,673
|
||||||
As at August 31, 2020
|
148,673
|
148,673
|
||||||
Accumulated Depreciation
|
||||||||
As at February 29, 2020
|
||||||||
Depreciation during the six months
|
(4,751
|
)
|
(4,751
|
)
|
||||
As at August 31, 2020
|
(4,751
|
)
|
(4,751
|
)
|
||||
Amortized balance
|
||||||||
As at February 29, 2020
|
-
|
-
|
||||||
As at August 31, 2020
|
143,922
|
143,922
|
Software
|
Total
|
|||||||
Euro
|
Euro
|
|||||||
Cost
|
||||||||
As at February 29, 2020
|
-
|
-
|
||||||
Additions during the six months
|
4,350
|
4,350
|
||||||
As at August 31, 2020
|
4,350
|
4,350
|
||||||
Accumulated amortization
|
-
|
|||||||
As at February 29, 2020
|
||||||||
Amortization during the six months
|
(233
|
)
|
(233
|
)
|
||||
As at August 31, 2020
|
(233
|
)
|
(233
|
)
|
||||
Amortized balance
|
||||||||
As at February 29, 2020
|
-
|
-
|
||||||
As at August 31, 2020
|
4,117
|
4,117
|
|
5.10. |
Cash and Cash Equivalents
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Cash and cash equivalents
|
||||||||
Bank balance
|
312,309
|
448,661
|
||||||
Total cash and cash equivalents
|
312,309
|
448,661
|
|
5.11. |
Capital and Reserves
|
|
5.12. |
Employment Benefits
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Presented under current liabilities – other payables
|
||||||||
Short-term employee benefits
|
25,176
|
2,830
|
||||||
Total short-term employee benefits
|
25,176
|
2,830
|
|
5.13. |
Government Grants
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Government grants
|
||||||||
As part of other receivables
|
28,372
|
|||||||
As part of grants received in advance
|
(69,203
|
)
|
||||||
Total other receivables / grants received in advance
|
(69,203
|
)
|
28,372
|
Euro
|
||||
Government grants as part of “other receivable” as at February 29, 2020
|
28,372
|
|||
Additional government grants the Company is entitled to in the six months ended August 31, 2020
|
136,425
|
|||
Government grants received in the six months ended August 31, 2020
|
(234,000
|
)
|
||
Total grants received in advance as at August 31, 2020
|
(69,203
|
)
|
5.14. |
Convertible Debentures
|
Identitity
of Borrower |
Type
|
Loan date
|
Original loan amount
|
Interest Mechanism
|
Payment date of Principal
|
Other Material Terms
|
Face Value
|
Fair Value
|
|||||||
The Company
|
Convertible Debentures “2019” (1)
|
Between August 27, 2019 and January 6, 2020
|
649,955
|
4% annually based on original loan amount (calculated on a 365 days basis)
|
Maturity date as at December 31, 2020 with a possibility to extend to a later date if lenders whose pro rata portion of the sum of all
convertible debentures “2019” aggregates to more than 50% of the committed amount of the sum of all convertible debentures “2019” (“Majority Lenders”), agree
Early Repayment possible if Majority Lenders agree
|
Conversion mechanisms and conditions:
• Mandatory conversion in case of a Qualified Financing (1 million Euro) based on price per share at that
date minus discount as follows:
(i) in the event of Conversion prior to April 1, 2020: 25%;
(ii) in the event of Conversion on or after April 1, 2020: 25% increased with a percentage equal to 1% multiplied by the number of
months that have passed since April 1, 2020 but with a cap of 34%;
• Mandatory conversion at maturity date based on price per share based on two different situations:
(i) 4 million Euro pre money if a grant of 3 million Euro has been awarded
(ii) 2 million Euro pre money if a grant of 3 million has not been awarded.
• Events of Default whereby the lenders shall have the right to declare the loan immediately due and payable
are:
(a) Failure to pay: the Company fails to pay when due and the failure is not remedied within seven business
days after the Majority Lenders have given notice of this failure;
(b) Material breach of Obligations: the Company materially fails to observe or perform any of its obligations
and failure is not remedied within seven business days after the Majority Lenders have given notice of this failure;
(c) Insolvency: in case of forced liquidation, receivership or winding up, the making of an assignment for
the benefit of creditors or any voluntary winding up or any similar event.
|
649,955
|
925,813
|
Euro
|
||||
Balance as at February 29, 2020
|
865,096
|
|||
Proceeds from issue of convertible debentures "2020"
|
178,301
|
|||
Change in fair value of convertible debentures
|
138,077
|
|||
Balance as at August 31, 2020
|
1,181,474
|
|
5.15. |
Share-Based Payment Arrangements
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Share-based payments
|
426,293
|
99,623
|
||||||
Total
|
426,293
|
99,623
|
|
5.16. |
Trade Payables
|
As at August 31, 2020
|
As at February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Trade payables
|
||||||||
Open debts
|
97,873
|
4,444
|
||||||
Accrued charges
|
6,419
|
|||||||
Total trade payables
|
104 ,292
|
4,444
|
|
5.17. |
Financial Instruments
|
|
1. |
Financial instruments measured at fair value for disclosure purposes only.
|
August 31, 2020
|
|||||||||||||||||||
Fair value
|
|||||||||||||||||||
Carrying amount
|
Level 1
|
Level 2
|
Level 3
|
Valuation techniques for determining fair value
|
Inputs used to datermine fair value
|
||||||||||||||
EUR
|
|||||||||||||||||||
Non-current liabilities
|
|||||||||||||||||||
Convertible debentures
|
828,256
|
|
|
1,181,474
|
Fair value is estimated by discounting the future value of the debenture based on the probability of conversion under different
scenarios at a discount rate which is based on the median of the comparative interest rates on unsecured notes with venture capital backed companies from the pharmaceutical, technology and biotech industry. (1)
|
Discount rate of 9.38% or 9.25% depending on the different scenarios
|
|||||||||||||
828,256
|
|
|
1,181,474
|
February 29, 2020
|
|||||||||||||||||||
Fair value
|
|||||||||||||||||||
Carrying amount
|
Level 1
|
Level 2
|
Level 3
|
Valuation techniques for determining fair value
|
Inputs used to datermine fair value
|
||||||||||||||
EUR
|
|||||||||||||||||||
Non-current liabilities
|
|||||||||||||||||||
Convertible debentures
|
649 955
|
|
|
865,096
|
Fair value is estimated by discounting the amounts obtained above based on the probability of conversion under different scenarios at a
discount rate which is based on the median of the comparative interest rates on unsecured notes with Venture Capital backed companies from the pharmaceutical, technology and biotech industry. (2)
|
Discount rate of 9.38%
|
|||||||||||||
649 955
|
|
|
865,096
|
|
(1) |
The scenarios related to the Convertible Debentures “2019” as mentioned in the table above compare as follows:
|
Scenario
|
Management’s estimate of probability as at August 31, 2020
|
Management’s estimate of probability as at February 29, 2020
|
||||||
A conversion based on a Qualified Financing expected to take place on June 30, 2020
with a discount of 28%
|
0
|
%
|
40
|
%
|
||||
A conversion based on a Qualified Financing expected to take place on December 30, 2020
with a discount of 34%
|
90
|
%
|
40
|
%
|
||||
Conversion at Maturity Date
|
10
|
%
|
20
|
%
|
||||
TOTAL
|
100
|
%
|
100
|
%
|
|
(2) |
The scenarios related to the Convertible Debenture “2020” are as follows:
|
Scenario |
Management’s estimate of probability as at August 31, 2020
|
|||
A conversion based on a Qualified Financing expected to take place on December 30, 2020
with a discount of 34%
|
90
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30,
2021 with a discount of 34%
|
2
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30,
2022 with a discount of 34%
|
2
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30,
2023 with a discount of 34%
|
2
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30,
2024 with a discount of 34%
|
2
|
%
|
||
A conversion based on a Qualified Financing expected to take place on December 30,
2025 with a discount of 34%
|
1
|
%
|
||
Coversion at Maturity Date
|
1
|
%
|
||
TOTAL
|
100
|
%
|
|
2. |
Fair value hierarchy of financial instruments measured at fair value
|
August 31, 2020
|
||||||||||||
Level 1
Euro
|
Level 2
Euro
|
Level 3
Euro
|
||||||||||
Financial liabilties measured at fair value through profit or loss
|
||||||||||||
Convertible debentures
|
|
|
1,181,474
|
|||||||||
|
|
1,181,474
|
February 29, 2020
|
||||||||||||
Level 1
Euro
|
Level 2
Euro
|
Level 3
Euro
|
||||||||||
Financial liabilties measured at fair value through profit or loss
|
||||||||||||
Convertible debentures
|
|
|
865,096
|
|||||||||
|
|
865,096
|
|
5.18. |
Related Party Transactions
|
For the six months ended August 31, 2020
|
For the period from September 1, 2019 ended February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Management fees, expenses and professional fees – research and development expenses
|
89,236
|
56,182
|
||||||
Management fees, expenses and professional fees – selling, general and administrative expenses
|
80,501
|
85,644
|
||||||
Share-based payments – research and development expenses
|
426,293
|
99,623
|
||||||
Total
|
596,030
|
241,449
|
As at August 31, 2020
|
As at
February 29, 2020
|
|||||||
Euro
|
Euro
|
|||||||
Presented under other payables
|
||||||||
Current account with related parties
|
22
|
480
|
||||||
Total
|
22
|
480
|
|
5.19. |
Leases
|
As at August 31, 2020
|
||||
Euro
|
||||
Balance as at March 31, 2020
|
-
|
|||
Additions during the year
|
15,087
|
|||
Amortization during the year
|
(754
|
)
|
||
Balance as at August 31, 2020
|
14,333
|
As at August 31, 2020
|
||||
Euro
|
||||
Up to one year
|
2,683
|
|||
Between 1 years and 5 years
|
11,957
|
|||
Total
|
14,640
|
As at August 31, 2020
|
||||
Euro
|
||||
Amortization of Right-of-use asset
|
754
|
|||
Interest expense on lease liability
|
1
|
|
5.20. |
Subsequent Events
|
|
• |
a monetary liability incurred by or imposed on the office holder in favor of another person pursuant to a court judgment, including pursuant to a settlement confirmed as judgment or arbitrator’s decision approved by a competent court.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the
company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned
foreseen events and amount or criteria;
|
|
• |
reasonable litigation expenses, including reasonable attorneys’ fees, which were incurred by the office holder as a result of an investigation or proceeding filed against the office holder by an authority authorized to conduct such
investigation or proceeding, provided that such investigation or proceeding was either (i) concluded without the filing of an indictment against such office holder and without the imposition on him of any monetary obligation in lieu of a
criminal proceeding; (ii) concluded without the filing of an indictment against the office holder but with the imposition of a monetary obligation on the office holder in lieu of criminal proceedings for an offense that does not require
proof of criminal intent; or (iii) in connection with a monetary sanction;
|
|
• |
a monetary liability imposed on the office holder in favor of all the injured parties by the breach in an Administrative Proceeding (as defined below) as set forth in Section 52(54)(a)(1)(a) to the Securities Law;
|
|
• |
expenses expended by the office holder with respect to an Administrative Proceeding under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees;
|
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or which were imposed on the office holder by a court (i) in a proceeding instituted against him or her by the company, on its behalf, or by a third
party, or (ii) in connection with criminal indictment of which the office holder was acquitted, or (iii) in a criminal indictment which the office holder was convicted of an offense that does not require proof of criminal intent;
|
|
• |
financial liability imposed on the office holder on behalf of all the victims of the breach in an Administrative Proceeding;
|
|
• |
expenses incurred by an office holder in connection with a proceeding conducted with respect to the office holder under the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses; and
|
|
• |
any other obligation or expense in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder, including, without limitation, matters referenced in Section 56H(b)(1) of the Securities Law.
|
|
• |
Under the Companies Law, the Securities Law and the Antitrust Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if and to the extent provided in the
company’s articles of association:
|
|
• |
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
|
|
• |
a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;
|
|
• |
a monetary liability imposed on the office holder in favor of a third party;
|
|
• |
a monetary liability imposed on the office holder in favor of an injured party in certain Administrative Proceedings under the Securities Law, including reasonable attorneys’ fees and other litigation expenses;
|
|
• |
expenses incurred by an office holder in connection with an Administrative Proceeding, including reasonable attorneys’ fees and other litigation expenses; and
|
|
• |
monetary liability imposed on the office holder in proceedings under or in connection with the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses.
|
|
• |
a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act
would not prejudice the company;
|
|
• |
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
|
• |
an act or omission committed with intent to derive illegal personal benefit; or
|
|
• |
a fine or forfeit levied against the office holder.
|
|
• |
In September and October 2019, we issued 19,681 ordinary shares to certain investors at a price of $95.94 per share and 9,839 warrants exercisable into ordinary shares at an exercise price of $353 per warrant, for aggregate gross
proceeds of $1.89 million.
|
|
• |
In May 2020, we issued to certain investors 1,391,794 ordinary shares and warrants to purchase 8,040,382 ordinary shares at an exercise price of NIS 3.36 per warrant, for aggregate gross proceeds of $1 million.
|
|
• |
In May 2020, we issued to certain investors 4,398,570 ordinary shares and 4,398,570 options to purchase ordinary shares at an exercise price of NIS 3.03, for aggregate gross proceeds of $2.4 million.
|
|
• |
In August 2020, we issued to certain investors 5,292,160 ordinary shares and warrants exercisable into 7,409,021 ordinary shares at an exercise price of NIS 3.95 per share, for aggregate gross proceeds of $5.8 million, as well as rights
exercisable into 1,374,998 ordinary shares at an exercise price of NIS 3.00 per share, and rights for warrants exercisable into 1,925,000 ordinary shares at an exercise price of NIS 3.95 per share.
|
|
• |
In December 2020, we issued to certain investors 6,791,600 ordinary shares, warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 5.00 per share and warrants exercisable into 3,395,800 ordinary shares at an
exercise price of NIS 6.00 per share, for aggregate gross proceeds of $7.3 million.
|
|
• |
In February 2021, we issued 4,070,766 ordinary shares and rights to purchase 4,070,766 additional ordinary shares, vesting with no exercise price upon the achievement of certain milestones, to certain shareholders of Peace of Meat, in
the course of purchasing the entire outstanding equity of Peace of Meat in return for a combination of cash and our securities.
|
|
1.1 |
|
2.1*# |
|
3.1# |
|
4.1 |
|
4.2 |
|
5.1 |
|
10.1*# |
|
10.2*# |
|
10.3*# |
|
10.4*# |
|
10.5*# |
|
10.6* |
|
10.7* |
|
10.8* |
|
10.9*# |
|
10.10* |
|
10.11* |
|
16.1 |
|
21.1* |
|
23.1 |
|
23.2 |
|
23.3 |
|
24.1 |
|
1. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
i. |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
ii. |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
|
iii. |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
|
2. |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
3. |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
4. |
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and
information otherwise required by
|
|
5. |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
|
6. |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of
the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
i. |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
ii. |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
iii. |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
iv. |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
b. |
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit
prompt delivery to each purchaser.
|
c. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
d. |
The undersigned registrant hereby undertakes that:
|
|
1. |
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
|
2. |
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
MEATECH 3D LTD.
By: /s/ Sharon Fima
Name: Sharon Fima
Title: Chief Executive Officer
|
Signatures
|
Title
|
Date
|
||
/s/ Sharon Fima
|
||||
Sharon Fima
|
Chief Executive Officer, Chief Technology Officer
and Director (Principal Executive Officer)
|
March 5, 2021
|
||
/s/ Guy Hefer
|
||||
Guy Hefer
|
Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
|
March 5, 2021
|
||
/s/ Steven H. Lavin
|
||||
Steven H. Lavin
|
Chairman of the Board of Directors
|
March 5, 2021
|
||
/s/ Eli Arad
|
||||
Eli Arad
|
Director
|
March 5, 2021
|
||
/s/ Daniel Ayalon
|
||||
Daniel Ayalon
|
Director
|
March 5, 2021
|
||
/s/ Shirly Cohen
|
||||
Shirly Cohen
|
Director
|
March 5, 2021
|
||
/s/ David Gerbi
|
||||
David Gerbi
|
Director
|
March 5, 2021
|
|
By: Puglisi & Associates
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director
|
|
Very truly yours,
MEATECH 3D LTD.
By ______________________________
Title: [____] |
Name
|
Number of
Firm ADSs to
Be Purchased
|
||
H.C. WAINWRIGHT & CO., LLC
|
[____]
|
||
[____]
|
[____]
|
||
[____]
|
[____]
|
||
Total
|
[____]
|
||
|
(i) |
as a bona fide gift or gifts;
|
|
(ii) |
to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up letter agreement, “immediate family” shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin);
|
|
(iii) |
to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;
|
|
(iv) |
if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the
undersigned or (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned;
|
|
(v) |
if the undersigned is a trust, to the beneficiary of such trust;
|
|
(vi) |
by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or
|
|
(vii) |
of securities acquired in the Public Offering;
|
|
Very truly yours,
________________________________________
Name (Print exact name)
By: ______________________________________
Signature
______________________________
Position in Company, if any
If signing on behalf of an entity:
________________________________________
Name of Authorized Signatory (Print)
________________________________________
Title of Authorized Signatory (Print)
|
|
Yours very truly,
H.C. WAINWRIGHT & CO., LLC
By: ________________________________
Name:
Title:
|
Section
|
Subject
|
Page No.
|
|
|
|
1.
|
Introduction
|
2
|
2.
|
Public company
|
3
|
3
|
Purpose of the Company
|
3
|
4.
|
Limitation of liability
|
3
|
5.
|
Amendment of the Articles
|
3
|
6.
|
Charitable Contributions
|
3
|
7.
|
Share capital
|
3
|
8.
|
Issuance of shares and other securities
|
4 |
9.
|
Register of shareholders of the Company and issuance of share certificates
|
4
|
10.
|
Transfer of shares of the Company
|
5 |
11.
|
Bearer share certificate
|
6
|
12.
|
Lien on shares
|
6
|
13.
|
Changes to the share capital
|
7 |
14.
|
Powers of the general meeting
|
8
|
15.
|
Notice of a general meeting
|
8
|
16.
|
Discussions at general meetings
|
9 |
17.
|
Shareholders’ voting
|
9
|
18.
|
Appointment of a voting proxy
|
10 |
19.
|
Voting by proxy statement
|
11 |
20.
|
Appointment and termination of service of directors
|
11
|
21.
|
Chairman of the Board of Directors
|
12
|
22.
|
Acts of the directors
|
13
|
23.
|
Validity of acts and approval of transactions
|
13
|
24.
|
General manager
|
14
|
25.
|
Internal auditor
|
15 |
26.
|
Secretary
|
15
|
27.
|
Auditor
|
15
|
28.
|
Distribution and allocation of dividends and bonus shares
|
15
|
29.
|
Dividends and bonus shares
|
15
|
30.
|
Acquisition of the Company’s securities
|
17
|
31.
|
Release of Officeholders
|
17
|
32.
|
Indemnification of Officeholders
|
17
|
33.
|
Insurance of Officeholders
|
19
|
34.
|
Exculpation, Indemnification and Insurance – General
|
19
|
35.
|
Merger
|
19 |
36.
|
Liquidation
|
19 |
37.
|
Restructuring of the Company
|
20
|
38.
|
Notices
|
20
|
1.
|
Introduction
|
|
1.1
|
Each of the terms set forth below shall, in these Articles, bear the meaning set out opposite it:
|
Law -
|
the provisions of any (mandatory) law applying in the State of Israel.
|
Administrative Proceeding -
|
a proceeding according to Chapter H-3 (imposition of financial sanctions by the Securities Authority), H-4 (imposition of administrative enforcement measures by the Administrative Enforcement
Commission) or I-1 (conditional arrangement for avoiding the implementation of proceedings or termination of proceedings, which are subject to conditions) of the Securities Law, 5728-1968, as amended from time to time; as well as any other
administrative procedure or other or additional administrative enforcement procedure which by law (whether existing or enacted in the future) may be granted indemnification and/or insurance and/or exculpation in respect of expenses incurred
in connection therewith or payments or liabilities related to or in respect thereof.
|
Companies Law -
|
the Companies Law, 5759-1999, or any other provision of Law replacing the same.
|
Securities Law,
5728-1968 -
|
the Securities Law, 5728-1968, or any other provision of Law replacing the same.
|
Business Day -
|
a day on which most of the banks in Israel are open for transaction of business.
|
Writing -
|
printing or any other form of printing words including documents that have been transmitted in writing by fax, cable, telex, e-mail, computer or any other electronic means of communication,
that creates or enables the creation of a copy and/or print-out of the document.
|
Securities -
|
as defined in Section 1 of the Securities Law.
|
Incompetent -
|
a person declared to be incompetent pursuant to the Legal Capacity and Guardianship Law, 5722-1962.
|
Companies Ordinance -
|
the Companies Ordinance (New Version) 5743-1983, or any other provision of Law replacing the same.
|
Simple Majority -
|
a majority of more than one half of the votes of the shareholders entitled to vote and who have voted, personally or by proxy or by means of a voting warrant, except for abstentions.
|
Articles -
|
the articles of association of the Company as presently framed or duly modified from time to time, either expressly or under any Law.
|
Companies Regulations-
|
regulations that have been promulgated by virtue of the Companies Law and/or the Companies Ordinance.
|
Securities Regulations -
|
regulations that have been promulgated by virtue of the Securities Law.
|
Related Company -
|
a corporation that directly or indirectly controls the Company and/or any other corporation that is, directly or indirectly, controlled by such corporation and/or a corporation that is
controlled, directly or indirectly, by the Company.
|
Registered Shareholder-
|
a shareholder registered in the Company’s register of shareholders.
|
Unregistered Shareholder-
|
a shareholder who is not registered in the Company’s register of shareholders.
|
|
1.2
|
In these Articles, the reference to any organ or officeholder is to those of the Company.
|
|
1.3
|
In the absence of any other provision on the subject and save where the subject matter or the context is inconsistent, the provisions of Sections 3-10 of the Interpretation Law, 5741-1981,
will, mutatis mutandis, similarly apply to the interpretation of the Articles.
|
|
|
Unless otherwise provided in this clause, words and expressions contained in the Articles shall bear the meaning ascribed thereto in the Companies Law, and in the absence thereof in the
Companies Law, then the meaning ascribed thereto in the Companies Regulations, and in the absence thereof, the meaning ascribed thereto in the Securities Law, and in the absence thereof, the meaning ascribed thereto in the Securities
Regulations, and in the absence thereof, the meaning ascribed thereto in any other Law, save where such meaning is inconsistent with the context in which such word or expression appears, or the purpose of the relevant provision contained in
the Articles.
|
|
|
Reference herein to any provision of Law that has been amended or repealed shall be regarded as valid as if it were part of these Articles, unless such provision is invalidated as a result of
such amendment or repeal.
|
|
|
The provisions hereof are in addition to and do not supersede the provisions prescribed in the Companies Law. In the event of any of the provisions hereof being contrary to that permitted by
Law, such provisions will be interpreted to the extent possible in consistency with such provisions of Law.
Wherever in these Articles it is stipulated that its provisions are subject to the provisions of the law (or any other similar terminology), the reference is to mandatory legal provisions.
|
2.
|
Public company
|
3.
|
Purpose of the Company
|
4.
|
Limitation of liability
|
5.
|
Amendment of the Articles
|
6.
|
Charitable Contributions
|
7.
|
Share capital
|
|
7.1
|
The registered share capital of the Company is 1,000,000,000 ordinary shares, registered in name, with no par value each (“Share”, “Ordinary Share”, “Shares” or “Ordinary Shares”, as
appropriate). Each Share confers the right to receive notices of and to participate and vote in the general meetings. A shareholder has one vote for every fully paid Share that he holds. All the Shares shall rank pari passu in relation to the amounts of equity paid or credited as paid on account of their par value, in all matters relating to a dividend, the distribution of bonus shares and any other distribution, repurchase and
participation in the distribution of the Company’s surplus assets upon liquidation.
|
|
7.2
|
The provisions of these Articles with respect to shares shall similarly apply to other securities that will be issued by the Company, mutatis mutandis.
|
8.
|
Issuance of Shares and other securities
|
|
8.1
|
No pre-emption right - The existing shareholders of the Company shall have no right of pre-emption, preferential right or any other right to acquire securities of the Company. The
Board of Directors may, at its absolute discretion, first offer securities of the Company to all or some of the existing shareholders.
|
|
8.2
|
Redeemable securities - The Company may issue redeemable securities that confer rights and are subject to terms as shall be determined by the Board of Directors.
|
|
8.3
|
Commissions - The Company may pay a commission to any person (including underwriting fees) in consideration of underwriting, marketing or distribution services of the Company’s
securities, either absolutely or conditionally, on such conditions as will be determined by the Board of Directors. The payments mentioned in this paragraph may be paid in cash or in securities of the Company, or partly in one and partly in
the other.
|
|
8.4
|
The Board of Directors may provide for differences among the holders of the securities of the Company in relation to the terms of allotment of the Company’s securities and the rights attached
thereto and may vary such conditions, including a waiver of part thereof. The Board of Directors may further issue to the securities holders demands for unpaid sums in respect of the securities that they hold.
|
|
8.5
|
Unless otherwise provided by the terms of allotment, any payment on account of a share will first be credited on account of the par value and only thereafter on account of the premium on any
share.
|
|
8.6
|
A shareholder shall not be entitled to his rights as shareholder, including a dividend, unless he has fully paid the amounts under the terms of the issuance, with the addition of interest,
linkage and expenses, if any, and all unless otherwise determined in the terms of the allotment.
|
|
8.7
|
The Board of Directors may forfeit and sell, re-allot or otherwise dispose of any security for which the full amount has not been paid, as they decide, including for no consideration.
|
|
8.8
|
Save for the rights and obligations that are excepted by these Articles or which by Law are granted to or imposed on any former holder of a security, the forfeiture of a security shall
nullify at the time of forfeiture, any right in, or claim or demand against, the Company, in relation to the security.
|
9.
|
Register of shareholders of the Company and issuance of share certificates
|
|
9.1
|
The secretary of the Company, or any person who has been appointed by the Board of Directors of the Company, shall be responsible for maintaining the register of shareholders and the register
of material shareholders. A shareholder shall be entitled to receive from the Company, free of charge, within two months of the allotment or registration of the transfer (unless the terms of issuance state otherwise) one certificate or a
number of certificates as resolved by the Company for all the shares of a certain class that are registered in his name, denoting the number and class (if any) of the shares and any other detail the Board of Directors shall deem to be
important. In the event of a share that is held jointly, the Company shall not be bound to issue more than one certificate to the joint holders, and the delivery of any such certificate to any one of the joint holders shall be deemed to be
delivery to all.
|
|
9.2
|
The Board of Directors may close the registers of the shareholders for up to an aggregate period of 30 days in any year.
|
|
9.3
|
Each certificate shall bear the seal or stamp of the Company or its printed name and the signature of two of the following persons: the general manager, the chief financial officer and the
secretary of the Company; or the signature of any such other person who will have been appointed by the Board of Directors for such purpose.
|
|
9.4
|
The Company is entitled to issue a new certificate in place of a certificate that was issued and lost or defaced or destroyed, on receipt of proof and indemnity as required by the Company,
after payment of any such amount as determined by the Board of Directors. The Company may, pursuant to a resolution of the Board of Directors, replace existing certificates with new ones, without payment, subject to the conditions that will
be determined by the Board of Directors.
|
|
9.5
|
Where two or more persons are registered as joint holders of a share, each of them shall be entitled to acknowledge the receipt of dividend or other payments in respect of the said share, and
such acknowledgement will be binding on all the holders of that share.
|
|
9.6
|
The Company may recognize a trustee as holder of a share and issue a share certificate in the trustee’s name provided the trustee will have given notice of the identity of the beneficiary of
the trust. The Company shall not be bound or required to recognize any equitable or contingent right or a future right or partial right or any other right in respect of any such share, other than the absolute right of the registered
shareholder of each share, unless on the basis of a judicial order or pursuant to the requirements of any Law.
|
10.
|
Transfer of Shares of the Company
|
|
10.1
|
Shares of the Company may be transferred.
|
|
10.2
|
The transfer of Shares that are registered in the Shareholder Register will not be recorded in the name of a registered shareholder, unless an original signed transfer deed (the “Transfer
Deed”) has been submitted to the Company, unless otherwise determined by the Company’s Board of Directors. A Transfer Deed will be drawn up in the following format or in best approximation thereof or in another format approved by the Board of
Directors.
|
|
10.3
|
The transferor will continue to be deemed the holder of the Transferred Shares until the name of the transferee is recorded in the Company’s Shareholder Register.
|
|
10.4
|
The Transfer Deed will be submitted at the registered office of the Company to be recorded, together with the certificates of registration (if issued) of the Shares that are to be transferred
and any other evidence that may be required by the Company regarding the proprietary right of the transferor in the Shares or his right to transfer them.
|
|
10.5
|
A joint shareholder who wishes to transfer his right in the Share but is not in possession of the Share certificate will not be required to attach the Share certificate to the Transfer Deed,
provided that the Transfer Deed specifies that the transferor is not in possession of the Share certificate pertaining to the Share in which the right is being transferred and that the Transferred Share is jointly held by others, whose
details are provided.
|
|
10.6
|
The Company may require the payment of a fee for the recording of the transfer in an amount or at a rate as shall be determined by the Board of Directors from time to time.
|
|
10.7
|
Upon the passing away of the holder of Shares in the Company, the Company shall recognize the custodians or the estate administrator, the executor of the will, or in the absence of these the
legal heirs of the shareholder, as the exclusive parties eligible to the Shares of the shareholders, this after receiving proof of such eligibility, as shall be determined by the Board of Directors.
|
|
10.8
|
If a shareholder who passes away held Shares jointly with others, the Company will recognize the surviving party as the holder of said shares, unless all joint holders of the Share notified
the Company in writing prior to the passing away of any of them of their wish not to apply the provisions of this Article; nevertheless, this will not suffice to exempt the heir of a joint shareholder from any obligation that would have been
required of the joint shareholder had he not passed away.
|
|
10.9
|
A person who acquires a right in Shares in his capacity as custodian, estate administrator, heir of a shareholder, receiver, liquidator or trustee in the bankruptcy of a shareholder or under
another provision of the Law, is entitled, subject to providing proof of his right as shall be required by the Board of Directors, to be registered as the shareholder or to transfer them to another person, subject to the provisions of the
Articles with respect to transfer.
|
|
10.10
|
A person who acquires a right to a Share as a result of its transfer by virtue of Law, shall be entitled to a dividend and to the other rights pertaining to the Share and shall also be
entitled to receive and give receipts for a dividend or other payments made in connection with the Share, but shall not be entitled to receive notices in respect of the Company’s general meetings (to the extent that such right exists), and to
participate or vote therein in connection with that Share or to use any right conferred by the Share, except as stated above, until he is registered in the Shareholder Register.
|
11.
|
Bearer share certificate
|
12.
|
Lien on shares
|
|
12.1
|
The Company shall have a first charge and right of lien on all shares that are not fully paid up and registered in the name of each shareholder and on the proceeds of sale thereof (whether or
not they have matured for payment), in relation to monies which have been demanded or which shall become payable on a fixed date for such share. The Company shall have a first lien on all the shares (other than fully paid up shares)
registered in the name of a shareholder as security for the monies due from him, or his assets, whether solely or jointly with others. Such lien shall also apply to dividends declared from time to time in respect of these shares.
|
|
12.2
|
The Board of Directors may, in order to exercise any such charge or lien, sell the shares that are, in whole or in part, subject to the lien in any manner they may deem fit, but no sale shall
be made until notice in writing is given to such shareholder concerning the Company’s intention to sell the shares and such sums have not been paid within fourteen days of the notice. The net proceeds of any such sale, after payment of costs
of the sale, shall be used to pay the debts or the liabilities of the shareholder and the balance (if any) shall be paid to him.
|
|
12.3
|
If a sale of shares is made in order to enforce a charge or lien by the apparent exercise of the powers conferred above, the Board of Directors is entitled to register them in the Shareholder
Register in the name of the purchaser, and the purchaser shall not be bound to check the legality of the proceedings or the manner in which the proceeds of the sale have been used. After the said shares have been registered in the
Shareholder Register in the purchaser’s name, no person shall have any right to challenge the validity of the sale.
|
13.
|
Changes to the share capital
|
|
13.1
|
Increase of the registered share capital
|
|
13.2
|
Amendment of rights
|
|
13.2.1
|
Whenever the share capital is divided into different classes, the Company shall be entitled, subject to a resolution being passed at the shareholders’ meeting by simple majority, unless
otherwise provided by the terms of issuance of the Shares of the same class, to amend the rights conferred by any class of the Company’s Shares, provided that the written consent of all the holders of Shares of such class has been obtained or
that the resolution was approved in a general meeting of the holders of Shares of such class, by a simple majority or - if otherwise provided in the terms of issuance of a specific class of Company Shares - as provided in the terms of
issuance of such class of Shares. All being subject to the provisions of Section 46B of the Securities Law, which determines that the capital of a company whose shares are listed for trade on the stock exchange for the first time will
comprise a single class of shares.
|
|
13.2.2
|
The rights conferred upon the holders or the owners of a class of Shares, whether issued with ordinary rights or with preference rights or with other special rights, shall not be deemed to
have been amended by the creation or the issuance of other Shares conferring the same rights, or the amendment of the rights attached to existing Shares, unless otherwise provided in the terms of issuance of such Shares.
|
|
13.3
|
Consolidation and re-division of the share capital
|
|
13.3.1
|
To sell all the fractions, and for that purpose to appoint a trustee in whose name the Share certificates that include the fractions will be issued, who will sell them, and the proceeds, net
of commissions and expenses, will be divided among those eligible. The Board of Directors shall be entitled to decide that shareholders that are entitled to proceeds in an amount that is less than a specified sum determined by it, will not
receive proceeds from the sale of the fractions as above, and their share in the proceeds will be divided among the shareholders that are entitled to proceeds in an amount that exceeds the specified sum so determined, in proportion to the
share of the proceeds to which they are entitled;
|
|
13.3.2
|
To issue to each shareholder with respect to which the consolidation and re-division results in a fractional Share, Shares of the class of Shares existing prior to the consolidation, fully
paid, in such number which after consolidation of the fraction will suffice for one whole Share, and such allotment will be considered to be valid shortly before the consolidation;
|
|
13.3.3
|
To determine that shareholders shall not be entitled to receive a consolidated Share in respect of the fraction of a consolidated Share resulting from the consolidation of half or less of the
number of Shares whose consolidation creates one consolidated Share, and shall be entitled to receive a consolidated Share in respect of the fraction of a consolidated Share resulting from the consolidation of more than half of the number of
Shares whose consolidation creates one consolidated Share.
|
|
|
In the event that an action pursuant to paragraphs 13.3.2 or 13.3.3 above requires the allotment of additional Shares, these shall be paid in the manner applicable to the payment of bonus
shares. Consolidation and re-division as above will not be deemed as the amendment of the rights attaching to the Shares to which the consolidation and re-division relate.
|
|
13.4
|
Cancellation of registered share capital that has not been allotted
|
|
13.5
|
Division of share capital
|
14.
|
Powers of the general meeting
|
|
14.1
|
Matters falling within the power of the general meeting
|
|
14.1.1
|
Amendment of the Articles.
|
|
14.1.2
|
The exercise of powers by the Board of Directors, provided the general meeting has determined by simple majority of the votes of the shareholders entitled to vote and who have voted, that the
Board of Directors is constrained from exercising its powers and also that the exercise of any of its powers are essential for the proper management of the Company.
|
|
14.1.3
|
Approve actions and transactions requiring the approval of the general meeting pursuant to the provisions of Sections 255 and 268 to 275 of the Companies Law (provided that there are no other
legal provisions according to which the approval of the general meeting in accordance with such sections is not required).
|
|
14.1.4
|
Any resolution which pursuant to Law or the Articles is to be adopted by resolution of the general meeting.
|
|
14.1.5
|
Any power that is conferred on the general meeting by Law.
|
|
14.2
|
Power of the general meeting to transfer powers among the bodies
|
15.
|
Notice of a general meeting
|
16.
|
Discussion at general meetings
|
|
16.1
|
Quorum
|
|
16.2
|
Adjournment of the general meeting in the absence of a quorum
|
|
16.3
|
Chairman of the general meeting
|
17.
|
Shareholders voting
|
|
17.1
|
Majority – Resolutions at a general meeting shall be adopted by a simple majority, unless another majority is required by Law. The majority will be determined by a count of votes, each Share
conferring one vote upon its holder.
|
|
17.2
|
Ownership confirmation – An Unregistered Shareholder is required to provide to the Company confirmation of ownership at least two business days prior to the date of the general meeting. The
Company is entitled to waive such requirement.
|
|
17.3
|
Voting by an incompetent person – An incompetent person may vote only through a trustee, a natural custodian or another legal custodian. These persons may vote in person or by proxy.
|
|
17.4
|
Voting by joint holders of a Share – In the event that two or more shareholders jointly hold a share, one of them shall vote, whether in person or by proxy. If more than one of the joint
holders wishes to participate in a vote, only the primary joint holder may vote. For this purpose, the primary joint holder will be the person whose name appears first in the Shareholder Register.
|
|
17.5
|
The manner of voting and the counting of the votes will be in accordance with the provisions of the Companies Law. A resolution shall be adopted in a general meeting if it has received the
majority required therefor by Law or the provisions of these Articles.
|
18.
|
Appointment of a voting proxy
|
|
18.1
|
Voting by proxy
|
|
18.2
|
Format of the letter of authorization
|
|
[Address of the Company]
|
Date: _______________
|
|
(*)
|
A registered shareholder may grant a number of proxies, each relating to a different number of the Company’s shares that he holds, provided he shall not grant proxies for a number larger than
that which he holds.
|
|
(**)
|
In the case of a proxy not holding an Israeli I.D., the passport number and the country of issue should be inserted where appropriate.
|
|
18.3
|
Validity of the letter of authorization
|
|
18.4
|
Disqualification of letters of authorization
|
19.
|
Voting by written proxy
|
20.
|
Appointment of directors and termination of service
|
|
20.1
|
Number of Directors – The number of directors of the Company shall be no less than three (3) and no more than eleven (11) (including external directors), unless otherwise resolved by
the general meeting.
|
|
20.2
|
Appointment and Replacement of Directors at the Annual Meeting
|
|
20.2.1
|
The directors shall be elected at every annual meeting and shall serve in office until the end of the following annual meeting, and for as long as no annual meeting has been convened, unless
their office shall be vacated prior to such time in accordance with the provisions of these Articles. The directors who are elected shall take office commencing from the end of the meeting at which they were elected, unless a later date is
specified in the resolution of their appointment.
|
|
20.2.2
|
The general meeting may, at any time by simple majority, dismiss a director, and it may resolve, at that time, to appoint another person in his place. The director whose dismissal is on the
agenda of the meeting shall be given a reasonable opportunity to present his position to the meeting.
|
|
20.2.3
|
At every annual meeting, the directors appointed at the previous annual meeting shall be deemed to have retired from office. A retiring director may be re-elected. Notwithstanding the
foregoing, in the event that no directors were appointed at the annual meeting, the directors currently serving shall continue to do so.
|
|
20.2.4
|
A special meeting of the Company may appoint directors to the Company in place of directors whose office has been terminated and also in any event that the number of the members of the Board
of Directors shall be less than the minimum number specified in the Articles or by the general meeting. In addition, a special meeting of the Company may terminate the tenure of a director subject to the provisions of the Companies Law.
|
|
20.2.5
|
The provisions of Sections 20.2.1 - 20.2.4 above shall not apply to the appointment and the continuation in office of external directors, in respect of whom the provisions of the Companies
Law shall apply.
|
|
20.2.6
|
Subject to the provisions of Law with regard to the expiration of the tenure of a director, but notwithstanding Section 230 of the Companies Law, the tenure of a director shall not be
terminated except as set forth in this chapter.
|
|
20.3
|
The Appointment of Directors by the Board of Directors – The Board of Directors may appoint an additional director or additional directors to the Company, whether for the purpose of
filling an office which has been vacated for any reason or whether in the capacity of an additional director or additional directors, provided that the number of the directors shall not exceed the maximum number of the members of the Board of
Directors. Each director so appointed shall serve in office until the first annual meeting held after his appointment. These directors may be re-elected by a simple majority of the general meeting, unless their tenure was terminated by the
Board of Directors or by the general meeting.
|
|
20.4
|
Date of Commencement of Tenure as a Director – The elected directors shall take office commencing from the end of the general meeting at which they were elected or on the date of their
appointment by the Board of Directors as stated in Section 20.3 above, as the case may be, unless a later date shall be determined in the resolution regarding their appointment.
|
|
20.5
|
Alternate Director – Subject to the provisions of Law, a director may, from time to time, appoint for himself an alternate director (“Alternate Director”), remove such Alternate
Director, and also appoint another Alternate Director in place of an Alternate Director whose office has been vacated for any reason, whether for a particular meeting or permanently.
|
|
20.6
|
Director’s Proxy – Subject to the provisions of Law, each director and each Alternate Director may appoint a proxy to participate in and to vote, instead of them, at any meeting of the
Board of Directors or of a committee of the Board of Directors. Such an appointment may be general or for the purpose of a single meeting or several meetings. Should a director or an Alternate Director be present at such a meeting, the proxy
may not vote instead of the director who appointed him. Such an appointment shall be in effect in accordance with that stated therein or until the cancellation thereof by the appointer. A director or Alternate Director of the Company may
serve as such a proxy.
|
|
20.7
|
Continuation of the Board of Directors’ activity after termination of the tenure of a director – If the office of a director is vacated, the remaining directors may continue to act as
long as their number has not fallen below the minimum number required in these Articles or by the general meeting. If the number of directors falls below the above number, the remaining directors may act solely to convene a general meeting of
the Company.
|
|
20.8
|
Meetings held by communication and not convened – At a meeting convened by any means of communication, it shall be sufficient if all the directors who are entitled to participate in
the discussion and in the vote can hear one another simultaneously.
The Board of Directors may pass resolutions without actually convening, provided that all the directors who are entitled to participate in the discussion and vote
on the matter of the proposed resolution have agreed not to convene to discuss such matter. Resolutions so passed will be documented in minutes of the resolutions, including the resolution not to convene, and be signed by the Chairman of
the Board of Directors. A resolution passed in accordance with this paragraph shall be valid for all purposes as if it had been passed at a meeting of the Board of Directors, duly convened and held.
|
|
20.9
|
Fees of Board of Directors’ members – Subject to the provisions of the Companies Law, the Company may pay directors remuneration for performing their duties as directors.
|
21.
|
Chairman of the Board of Directors
|
|
21.1
|
Appointment – The Board of Directors shall elect one of its members to serve as Chairman of the Board of Directors and shall, in the resolution of the appointment, determine the period
for which he will hold office. Unless otherwise provided by the resolution of his appointment, the Chairman of the Board of Directors shall hold office until another is appointed in his stead or until his service as Chairman shall be
terminated by the Board of Directors or until he ceases to serve as director, whichever is the earliest. If the Chairman of the Board ceases to serve as a director of the Company, the Board of Directors shall appoint a new Chairman.
|
|
21.2
|
Absence of casting vote – In the event of a tie vote on a resolution of the Board of Directors, the Chairman of the Board or the person who has been appointed to preside over the
meeting shall have no additional vote.
|
22.
|
Acts of the Directors
|
|
22.1
|
Convening of Board of Directors meetings
|
|
22.2
|
Quorum – The quorum for meetings shall be a majority of the members of the Board of Directors, who are not prevented by Law from attending the meeting, or such other quorum as shall be
fixed by the Board of Directors by a majority of its members from time to time.
|
|
22.3
|
Validity of the acts of the directors in case of an incompetent director – Subject to any Law, all the acts that have been done in good faith at a meeting of the Board of Directors or
by a committee of the Board of Directors or by any person acting as director shall be valid notwithstanding if it be susbequently discovered that there was some defect in the appointment of any such director or person so acting or that they
or any of them were disqualified, as if every such person had been duly appointed and was qualified to be a director.
|
|
22.4
|
Committees of the Board of Directors
Subject to the provisions of the Companies Law, the Board of Directors may appoint committees of the Board and may also delegate to such committees any of its
powers.
The committees of the Board shall report to the Board on a regular basis its resolutions or recommendations. Resolutions or recommendations of Board committees
requiring Board approval shall be submitted to the directors, a reasonable time before discussion by the Board. The Board of Directors may revoke a resolution of a committee appointed by it, but such revocation shall not affect the
validity of any resolution of a committee pursuant to which the Company shall have acted with respect to any other person who did not know of such revocation.
|
23.
|
Validity of acts and approval of transactions
|
|
23.1
|
Subject to the provisions of any Law, all acts done by the directors or by a committee of the directors or by any person acting as director, or as a member of a committee of the Board, or by
the general manager, as appropriate, shall be effectual even if it is subsequently discovered that there was some defect in the appointment of the Board of Directors, the Board committee, the director being a member of the committee or the
general manager, as applicable, or that any of such officeholders were disqualified from holding office.
|
|
23.2
|
Subject to the provisions of the Companies Law:
|
|
23.2.1
|
No officer shall be disqualified from holding office in the Company by reason of the holding shares of the Company or being an office holder of the Company or of any other corporation,
including a corporation of which the Company is an interested party, or which is a shareholder of the Company. No officeholder shall similarly be disqualified from acting as such in the Company by reason of his entering into or following the
engagement of any such corporation mentioned above in any agreement with the Company on any matter in any manner whatsoever.
|
|
23.2.2
|
The service of a person as officeholder of the Company shall not disqualify him or his relative or another corporation that is an interested party therein from entering into any contract with
the Company in transactions in which the officeholder has a personal interest in any way.
|
|
23.2.3
|
An officeholder shall be entitled to attend and vote at discussions with regard to the approval of transactions or acts in which he has a purported personal interest, as detailed in
paragraphs 23.2.1 and 23.2.2 above.
|
|
23.3
|
Subject to the provisions of the Companies Law, a general notice to the Board of Directors by the officeholder or controlling shareholder of the Company regarding his/its personal interest in
any particular entity, detailing that personal interest, shall constitute sufficient disclosure by the officeholder or controlling shareholder to the Company regarding his/its personal interest, for the purpose of entering into any
transaction with such entity that is not an extraordinary transaction.
|
|
23.4
|
Subject to the provisions of the Companies Law, a transaction between the Company and an officer or a transaction between the Company and another person in which an officer of the Company has
a personal interest, and which are not exceptional transactions, will be approved by the board or directors or by the audit committee or by the chief executive officer of the company or by a vice president of the company, so long as he/she
has no personal interest in the transaction. Such an officer will not approve engagements concerning the terms of office and employment of officers. Such approval can be from one time for a particular transaction and up to a general approval
for a particular type of transactions.
|
24.
|
General Manager
|
|
24.1
|
The Board of Directors may, from time to time, appoint a general manager for the Company and may appoint more than one general manager. The Board may also at any time dismiss or replace the
general manager as it deems fit, subject to the terms of any contract between him and the Company. The general manager shall be responsible for the ongoing management of the Company’s affairs in the framework of the policy that has been set
by the Board, and subject to its directions.
|
|
24.2
|
The general manager shall have all the managerial and executive powers that have been conferred upon him by Law or by these Articles or by any other body of the Company, subject to any Law
and except those powers which have been transferred from him to the Board. The general manager shall be subject to the supervision of the Board of Directors.
|
|
24.3
|
The general manager may, with the approval of the Board, delegate any of his powers to another person who is subordinate to him; such approval may be general and given in advance.
|
|
24.4
|
Without derogating from the provisions of the Companies Law and any Law, the general manager shall submit reports to the Board of Directors on such matters, at such times and to such extent
as shall be determined by the Board, either by specific resolution or in the framework of the Board procedures.
|
|
24.5
|
The general manager will promptly notify the Chairman of the Board of any irregular matter that is material to the Company, and if there is no Chairman of the Board or he is constrained from
fulfilling his duties, the general manager shall give notice thereof to all members of the Board of Directors.
|
|
24.6
|
The general manager may from time to time appoint officeholders of the Company (other than directors and a general manager) for such permanent, temporary and special duties as the general
manager shall deem fit, and may similarly terminate the services of one or more of such persons, at any time.
|
25.
|
Internal auditor
|
|
25.1
|
Where required by law, the Board of Directors of the Company will appoint an internal auditor in accordance with the proposal of the audit committee.
|
|
25.2
|
The Chairman of the Board of Directors will be the supervisor within the Company’s organization over the internal auditor.
|
|
25.3
|
The internal auditor will submit to the audit committee a proposal for the annual or periodic work program, such program to be approved by the audit committee with such changes as it deems
appropriate.
|
26.
|
Secretary
|
27.
|
Auditor
|
|
27.1
|
Subject to the provisions of the Companies Law, the general meeting may appoint an auditor for a period exceeding one year, as will be determined by the general meeting.
|
|
27.2
|
The Board of Directors will determine the remuneration of the Company’s auditor for audit activities as well as for additional non-audit-related services, unless otherwise directed by the
Company in general meeting.
|
28.
|
Distribution and allocation of dividends and bonus shares
|
29.
|
Dividend and bonus shares
|
|
29.1
|
Right to a dividend or bonus shares
|
|
29.2
|
Payment of the dividend
|
|
29.2.2
|
Manner of payment
|
|
|
Unless otherwise determined in the resolution on the distribution of the dividend, any dividend may be paid net of the tax applicable under any Law, by a check to the payee only, which will
be sent by registered mail to the address of record of the shareholder entitled thereto, or by bank transfer. Any such check will be made to the order of the person to whom it is being sent. A dividend in kind will be distributed as shall be
determined in the distribution resolution.
|
|
|
In the case of registered joint holders, the check shall be sent to the shareholder whose name appears first in the Shareholder Register in relation to the joint holding.
|
|
|
The sending of the check to a person whose name, or in the case of joint holders the name of one of the joint holders, appears in the Shareholder Register on the record date as the holder of
a Share, shall be deemed as a release in connection with all the payments made in respect of that Share.
|
|
|
The Company may decide that checks below a certain amount will not be sent, and the amounts of dividend that would have been payable, as above, shall be deemed as an unclaimed dividend.
|
|
|
The Company may set off from the amount of the dividend to which a shareholder is entitled any debt of the shareholder to the Company, whether it has matured or not.
|
|
29.2.3
|
Unclaimed dividend
|
|
|
The Board of Directors may invest any dividend that is not claimed within one year of its declaration or otherwise use it for the benefit of the Company, until it is claimed. The Company
shall not be required to pay interest or linkage on an unclaimed dividend.
|
|
|
At the end of one year from the date of payment of any unclaimed dividend, the Company shall be entitled to use such unclaimed dividend for any purpose whatsoever and the shareholder who is
entitled to such unclaimed dividend shall not have any claim in this respect.
|
|
29.3
|
Capitalization of earnings to funds and distribution of bonus shares
|
|
29.3.1
|
Funds – The Board of Directors may, in its discretion, set aside into special capital reserves any amount out of the retained earnings of the Company or from the revaluation of its
assets, or its proportionate share in the revaluation of the assets of its affiliates, and determine the purpose of such reserves. The Board of Directors may also cancel such reserves.
|
|
29.3.2
|
Distribution of bonus shares – Subject to the provisions of the Companies Law, the Board of Directors may decide to allot bonus shares and to turn into share capital part of the
Company’s earnings, as defined in Section 302(b) of the Companies Law, from share premium or from any other source within its equity, as stated in its most recent financial statements, in an amount that shall be determined by the Board of
Directors and which will not fall below the par value of the bonus shares.
Bonus shares that have been allotted will be deemed as having been paid-up.
Having decided on the allotment of bonus shares, the Board of Directors shall be entitled to decide that the Company will transfer to a special fund that will be designated for the future distribution of
bonus shares, such amount that, turned into share capital, would be sufficient to allot to any person who, at such time and for any reason, holds a right to purchase Shares in the Company (including a right that may be exercised only at a
later date) the bonus shares to which he would have been entitled had he exercised the right to purchase the Shares shortly before the record date for the eligibility for the bonus Shares (in this Section: the “Record Date”). In the event
that, subsequent to the Record Date, the holder of said right exercises his right to purchase the Shares or a part thereof, the Company will allot him the number and par value of bonus shares to which he would have been entitled had he
exercised his right to purchase the shares that he had purchased in practice, shortly before the Record Date. The bonus shares will entitle their holders to participate in the distribution of dividends starting on the date that shall be
determined by the Board of Directors. For the purpose of determining the amount that is to be transferred to the above special reserve, any amount that has been previously transferred to this reserve in respect of prior distributions of
bonus shares shall be deemed as an amount that has been capitalized and out of which Shares have been allotted that entitle the holders of the right to purchase Shares to receive bonus shares.
|
|
|
For purposes of the distribution of bonus shares, the Board of Directors may settle, as it sees fit, any difficulty that may arise and make adjustments, including the decision not to
distribute fractional Shares, the issuance of certificates for a cumulative amount of fractional Shares, the sale of the fractions and the payment of their consideration to those that are entitled to receive the fractional bonus shares, and
to decide that payments to the shareholders will be made in cash, or that fractions with a value less than a specified amount (and if not specified, less than NIS 50) shall not be taken into account in performing such adjustments.
|
30.
|
Acquisition of the Company’s securities
|
31.
|
Release of officeholders
|
32.
|
Indemnification of officeholders
|
|
32.1
|
The Company may indemnify an officeholder of the Company on account of a liability or expense imposed upon him or which he incurred following an act which he carried out in his capacity as an
officeholder of the Company, as set forth below:
|
|
32.1.1
|
Financial liability that was imposed upon him in favor of another person pursuant to a judgment, including a compromise judgment or an arbitrator’s award approved by a court;
|
|
32.1.2
|
Reasonable litigation expenses, including attorneys’ fees paid by an officeholder following an investigation or proceeding conducted against him by an authority authorized to conduct such
investigation or proceeding, and which ended without the filing of an indictment against him and without any financial obligation being imposed on him as an alternative to a criminal proceeding, or which ended without the filing of an
indictment against him but with the imposition of a financial obligation as an alternative to a criminal proceeding for an offense which does not require proof of mens rea or in connection with a
financial sanction; in this section –
a) The conclusion of a proceeding without the filing of an indictment in the matter in which a criminal investigation was opened – is treated as
the closing of the case under Section 62 of the Criminal Procedure Law [Consolidated Version], 5742-1982 (in this subsection the “Criminal Procedure Law”), or suspension of proceedings by the Attorney General pursuant to Section 231 of the
Criminal Procedure Law.
b) “Monetary Liability as an Alternative to a Criminal Proceeding” –Monetary liability imposed by Law as an alternative to a criminal proceeding,
including an administrative fine under the Administrative Offenses Law, 5746-1985, a fine for an offense defined as a fineable offense under the provisions of the Criminal Procedure Law, financial sanction or ransom;
|
|
32.1.3
|
Reasonable litigation expenses, including attorneys’ fees paid by the officeholder or which he was required to pay by a court, in a proceeding filed against him by the Company or on its
behalf or by another person, or in criminal charges from which he was acquitted, or in criminal charges in which he was convicted of an offense which does not require proof of mens rea;
|
|
32.1.4
|
A financial obligation imposed on the officeholder for the benefit of all of the parties damaged by the violation of an Administrative Proceeding;
|
|
32.1.5
|
Expenses incurred by an officeholder in connection with an Administrative Proceeding conducted in his regard, including reasonable litigation expenses, and including attorneys’ fees;
|
|
32.1.6
|
Expenses incurred by an officeholder in connection with a proceeding under the Antitrust Law, 5748-1988 and/or in connection with it (a “Proceeding Under the Antitrust Law”), conducted
regarding him, including reasonable litigation expenses, and attorneys' fees;
|
|
32.1.7
|
Any other liability or expense in respect of which it is permitted or shall be permitted by Law to indemnify an officeholder.
|
|
32.2
|
Indemnification in Advance
The Company may give an undertaking, in advance, to indemnify an officeholder of the Company in respect of any liability or expense as set
forth in Section 32.1.1 above, provided that the advance indemnity undertaking shall be limited to types of events which, in the opinion of the Board of Directors, may be foreseen, in light of the Company’s actual operations at the time
of the provision of the indemnity undertaking, and also to such amount or criterion as the Board of Directors has determined to be reasonable given the circumstances of the matter, and when the indemnity undertaking specifies the events
which, in the opinion of the Board of Directors, may be foreseen, in light of the Company’s actual operations at the time of the provision of the undertaking, and also the amount or criterion as the Board of Directors has determined to be
reasonable given the circumstances of the matter. The Company may also give an undertaking, in advance, to indemnify an officeholder of the Company in respect of any liabilities or expense as set forth in Sections 32.1.1, 32.1.3, 32.1.4,
32.1.5, 32.1.6 and 31.1.7 above.
|
|
32.3
|
Retroactive Indemnification
The Company may indemnify an officeholder of the Company retroactively.
|
|
32.4
|
Maximum indemnity
The maximum indemnity amount payable by the Company to all the officeholders who are entitled to receive indemnity, either in advance or
retroactively, according to all the indemnity letters that the Company will grant to the officeholders (including indemnity letters that it has granted to officeholders of its held companies), if and to the extent it will grant the same
in respect of the grounds set out in paragraphs 32.1.1 - 32.1.7 above, shall not exceed, in the aggregate, the greater of 25% of shareholder equity (as reported in the Company’s last published consolidated financial statements, as of the
date of each payment in respect of the indemnity commitment) and USD 20 million.
|
33.
|
Insurance of officeholders
|
|
33.1
|
The Company may insure officeholders of the Company, to the maximum extent permitted by any Law. Without derogating from the generality of the foregoing, the Company may engage in a contract
to insure the liability of an officeholder of the Company in respect of any liability which shall be imposed on him and/or expenses incurred or to be incurred following an act carried out in his capacity as an officeholder of the Company, in
any one of the following events:
|
|
33.1.1
|
Breach of the duty of care to the Company or to any other person;
|
|
33.1.2
|
Breach of the fiduciary duty to the Company, provided that the officeholder acted in good faith and had reasonable grounds to assume that his act would not adversely affect the Company’s best
interests;
|
|
33.1.3
|
Financial liability imposed upon him in favor of another person;
|
|
33.1.4
|
Financial liability imposed on the officeholder for the benefit of all of the parties damaged by the violation of an Administrative Proceeding;
|
|
33.1.5
|
Expenses incurred or to be incurred by an officer in connection with an Administrative Proceeding, including reasonable litigation expenses, and including attorneys’ fees;
|
|
33.1.6
|
Expenses incurred or to be incurred in connection with a proceeding under the Antitrust Law, including reasonable litigation expenses, and including attorneys’ fees;
|
|
33.1.7
|
Any other event in respect of which it is permitted and/or shall be permitted by Law to insure the liability of an officeholder.
|
34.
|
Exculpation, Indemnification and Insurance – General
|
|
34.1
|
The provisions set forth above with regard to exculpation, indemnification and insurance are not intended to and shall not restrict the Company in any manner in its engagement in a contract
with regard to the exculpation, insurance or indemnification of the following persons:
|
|
34.1.1
|
Persons who are not officeholders of the Company, including employees, contractors or consultants of the Company, who are not officeholders of the Company;
|
|
34.1.2
|
Officeholders of other companies. The Company may engage in a contract with regard to the exculpation, indemnification and insurance of officeholders of companies under its control,
associated companies or other companies in which it has any interest, to the maximum extent permitted by any Law, and for this purpose, the provisions set forth above in the matter of the exculpation, indemnification and insurance of
officeholders of the Company shall apply, mutatis mutandis.
|
34.1.3
|
In respect of officeholders of the Company – in a situation that such insurance and/or indemnification are not expressly prohibited by any Law.
|
|
34.2
|
It shall be clarified that in this Chapter, an undertaking with regard to the exculpation, indemnification and insurance of officeholders, as stated above, may remain in effect also after the
officeholder has ceased to serve as an officeholder of the Company.
|
35.
|
Merger
|
36.
|
Liquidation
|
|
36.1
|
If the Company is liquidated, whether voluntarily or otherwise, the liquidator may, with the approval of a general meeting, distribute in kind among the shareholders parts of the Company’s
assets, including determining the order of preference for the payment of the accumulated dividend and the return of the paid-up share capital and, subject to a similar approval, may deposit any part of the Company’s assets with trustees on
behalf of the shareholders, as the liquidator, subject to the above approval, shall see fit.
|
|
36.2
|
Subject to special rights attaching to Shares, if Shares are allotted with special rights, the Company’s Shares will rank pari passu in relation to
the amounts of equity paid or credited as paid on account of their par value, in all matters relating to repurchase and participation in the distribution of the Company’s surplus assets upon liquidation.
|
37.
|
Restructuring of the Company
|
|
37.1
|
Upon the sale of assets of the Company, the Board of Directors, or the liquidators (in the event of liquidation), if so authorized by a resolution passed in the Company’s general meeting by a
simple majority, may receive Shares paid in whole or in part, debentures or securities of another company, Israeli or foreign, whether incorporated or about to be incorporated for the purpose of acquiring the assets of the Company or a part
thereof, and the directors (if the Company’s earnings so allow) or the liquidators (in the event of liquidation) may distribute among the shareholders the above Shares or securities or any other assets of the Company without exercising them
or depositing them with trustees on behalf of the shareholders.
|
|
37.2
|
The general meeting may, subject to a resolution passed in the Company’s general meeting by a simple majority, decide on the evaluation of the above securities or assets at such price and in
such manner as shall be decided by the general meeting, and the shareholders will be required to accept any evaluation or distribution authorized as above and to waive their rights in this matter, other than to the extent that the Company is
pending liquidation or is in the process of liquidation, those legal rights (if any) which, pursuant to the provisions of the Law, may not be changed or may not be deviated from.
|
38.
|
Notices
|
|
38.1
|
Notices to the shareholders of the company shall be governed by the provisions of Section 15 of these articles.
A notice or any other document may be delivered to every shareholder: to shareholders appearing in the Company’s register of shareholders – either in person or by sending it by registered
mail addressed to the address of such shareholder as recorded in the register of shareholders or to any address of which such shareholder has given notice in writing to the Company as being an address for delivery of notices; or to all
shareholders (including registered shareholders) – by means of publication in two newspapers in Israel, the filing of an immediate report or by publication on the Company’s website, as determined by the Company.
|
|
38.2
|
All notices that are to be given to shareholders will be given with respect to shares held jointly, to the person whose name is referred to first in the shareholder register and any notice
given in this manner shall be sufficient notice to such shareholders.
|
|
38.3
|
Any notice or other document that has been given or sent to the shareholder pursuant to these Articles shall be deemed to have been duly given and sent with respect to all the shares that are
held by him (whether the shares are held by him alone or by him jointly with others), even if said shareholder passed away at that time, or went bankrupt, or an order was issued for his liquidation, or a trustee or liquidator or a receiver
over his Shares was appointed (whether or not the Company knew about it), until another person is registered in his stead in the register as holder thereof, and such delivery or dispatch shall be deemed to be sufficient if made to any person
having a right in the shares.
|
|
38.4
|
Any notice or other document that has been sent by the Company by mail to an address in Israel shall be deemed to have been delivered within 48 hours of the date on which the letter
containing the notice or the document has been posted, or within 96 hours in the case of an address abroad, and in proving delivery it shall be sufficient to prove that the letter containing the notice or the document was properly addressed
and posted.
|
|
38.5
|
The accidental omission to give notice regarding a general meeting or non-receipt of any notice by a shareholder of any meeting or other notice shall not cause the disqualification of a
resolution adopted at such meeting or of any proceedings based on such notice.
|
|
38.6
|
Any shareholder and any member of the Board may waive his right to receive notices or to receive a notice at any particular time and may agree that a general meeting of the Company or meeting
of the Board, as the case may be, shall convene and be held notwithstanding the fact that he has not received any notice thereof or despite the notice not having been received in the time required.
|
ARTICLE 1.
|
DEFINITIONS
|
1
|
SECTION 1.1.
|
American Depositary Shares.
|
1
|
SECTION 1.2.
|
Commission.
|
2
|
SECTION 1.3.
|
Company.
|
2
|
SECTION 1.4.
|
Custodian.
|
2
|
SECTION 1.5.
|
Deliver; Surrender.
|
2
|
SECTION 1.6.
|
Deposit Agreement.
|
3
|
SECTION 1.7.
|
Depositary; Depositary’s Office.
|
3
|
SECTION 1.8.
|
Deposited Securities.
|
3
|
SECTION 1.9.
|
Disseminate.
|
3
|
SECTION 1.10.
|
Dollars.
|
3
|
SECTION 1.11.
|
DTC.
|
4
|
SECTION 1.12.
|
Foreign Registrar.
|
4
|
SECTION 1.13.
|
Holder.
|
4
|
SECTION 1.14.
|
Owner.
|
4
|
SECTION 1.15.
|
Receipts.
|
4
|
SECTION 1.16.
|
Registrar.
|
4
|
SECTION 1.17.
|
Replacement.
|
4
|
SECTION 1.18.
|
Restricted Securities.
|
5
|
SECTION 1.19.
|
Securities Act of 1933.
|
5
|
SECTION 1.20.
|
Shares.
|
5
|
SECTION 1.21.
|
SWIFT.
|
5
|
SECTION 1.22.
|
Termination Option Event.
|
5
|
ARTICLE 2.
|
FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES
|
6
|
SECTION 2.1.
|
Form of Receipts; Registration and Transferability of American Depositary Shares.
|
6
|
SECTION 2.2.
|
Deposit of Shares.
|
7
|
SECTION 2.3.
|
Delivery of American Depositary Shares.
|
8
|
SECTION 2.4.
|
Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and
Uncertificated American Depositary Shares.
|
9
|
SECTION 2.5.
|
Surrender of American Depositary Shares and Withdrawal of Deposited Securities.
|
10
|
SECTION 2.6.
|
Limitations on Delivery, Registration of Transfer and Surrender of American Depositary Shares.
|
11
|
SECTION 2.7.
|
Lost Receipts, etc.
|
11
|
SECTION 2.8.
|
Cancellation and Destruction of Surrendered Receipts.
|
12
|
SECTION 2.9.
|
DTC Direct Registration System and Profile Modification System.
|
12
|
ARTICLE 3.
|
CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES
|
12
|
SECTION 3.1.
|
Filing Proofs, Certificates and Other Information.
|
12
|
SECTION 3.2.
|
Liability of Owner for Taxes.
|
13
|
SECTION 3.3.
|
Warranties on Deposit of Shares.
|
13
|
SECTION 3.4.
|
Disclosure of Interests.
|
14
|
ARTICLE 4.
|
THE DEPOSITED SECURITIES
|
14
|
SECTION 4.1.
|
Cash Distributions.
|
14
|
SECTION 4.2.
|
Distributions Other Than Cash, Shares or Rights.
|
15
|
SECTION 4.3.
|
Distributions in Shares.
|
16
|
SECTION 4.4.
|
Rights.
|
17
|
SECTION 4.5.
|
Conversion of Foreign Currency.
|
18
|
SECTION 4.6.
|
Fixing of Record Date.
|
19
|
SECTION 4.7.
|
Voting of Deposited Shares.
|
20
|
SECTION 4.8.
|
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.
|
21
|
SECTION 4.9.
|
Reports.
|
23
|
SECTION 4.10.
|
Lists of Owners.
|
23
|
SECTION 4.11.
|
Withholding.
|
23
|
ARTICLE 5.
|
THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY
|
24
|
SECTION 5.1.
|
Maintenance of Office and Register by the Depositary.
|
24
|
SECTION 5.2.
|
Prevention or Delay of Performance by the Company or the Depositary.
|
24
|
SECTION 5.3.
|
Obligations of the Depositary and the Company.
|
25
|
SECTION 5.4.
|
Resignation and Removal of the Depositary.
|
26
|
SECTION 5.5.
|
The Custodians.
|
27
|
SECTION 5.6.
|
Notices and Reports.
|
27
|
SECTION 5.7.
|
Distribution of Additional Shares, Rights, etc.
|
28
|
SECTION 5.8.
|
Indemnification.
|
29
|
SECTION 5.9.
|
Charges of Depositary.
|
29
|
SECTION 5.10.
|
Retention of Depositary Documents.
|
30
|
SECTION 5.11.
|
Exclusivity.
|
31
|
SECTION 5.12.
|
Information for Regulatory Compliance.
|
31
|
ARTICLE 6.
|
AMENDMENT AND TERMINATION
|
31
|
SECTION 6.1.
|
Amendment.
|
31
|
SECTION 6.2.
|
Termination.
|
31
|
ARTICLE 7.
|
MISCELLANEOUS
|
33
|
SECTION 7.1.
|
Counterparts; Signatures; Delivery.
|
33
|
SECTION 7.2.
|
No Third Party Beneficiaries.
|
33
|
SECTION 7.3.
|
Severability.
|
33
|
SECTION 7.4.
|
Owners and Holders as Parties; Binding Effect.
|
33
|
SECTION 7.5.
|
Notices.
|
33
|
SECTION 7.6.
|
Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.
|
34
|
SECTION 7.7.
|
Waiver of Immunities.
|
35
|
SECTION 7.8.
|
Governing Law.
|
35
|
ARTICLE 2. |
FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES
|
ARTICLE 3. |
CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES
|
|
MEATECH 3D LTD.
By:______________________
Name: Sharon Fima
Title: Chief Executive Officer
THE BANK OF NEW YORK MELLON,
as Depositary
By:______________________
Name:
Title:
|
|
AMERICAN DEPOSITARY SHARES
(Each American Depositary Share represents
Ten deposited Shares)
|
1. |
THE DEPOSIT AGREEMENT.
|
2. |
SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF SHARES.
|
3. |
REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; COMBINATION AND SPLIT-UP OF RECEIPTS; INTERCHANGE OF CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES.
|
4. |
LIABILITY OF OWNER FOR TAXES.
|
5. |
WARRANTIES ON DEPOSIT OF SHARES.
|
6. |
FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.
|
7. |
CHARGES OF DEPOSITARY.
|
8. |
DISCLOSURE OF INTERESTS.
|
9. |
TITLE TO AMERICAN DEPOSITARY SHARES.
|
10. |
VALIDITY OF RECEIPT.
|
11. |
REPORTS; INSPECTION OF TRANSFER BOOKS.
|
12. |
DIVIDENDS AND DISTRIBUTIONS.
|
13. |
RIGHTS.
|
14. |
CONVERSION OF FOREIGN CURRENCY.
|
15. |
RECORD DATES.
|
16. |
VOTING OF DEPOSITED SHARES.
|
17. |
TENDER AND EXCHANGE OFFERS; REDEMPTION, REPLACEMENT OR CANCELLATION OF DEPOSITED SECURITIES.
|
18. |
LIABILITY OF THE COMPANY AND DEPOSITARY.
|
19. |
RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.
|
20. |
AMENDMENT.
|
21. |
TERMINATION OF DEPOSIT AGREEMENT.
|
22. |
DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.
|
23. |
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.
|
|
Very truly yours,
/s/ Yaron Kaiser
Kaufman Rabinovich Kaiser Raz, Law Firm
|