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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 20-F 
 

 
(Mark One)
 
☐        REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
☒        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2021
 
OR
 
☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
☐         SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of event requiring this shell company report
 
For the transition period from __________ to __________
 
Commission file number 001-40173
 
MeaTech 3D Ltd.
(Exact name of Registrant as specified in its charter)
 
N/A
(Translation of Registrant’s name into English)
 
Israel
(Jurisdiction of incorporation or organization)
 
5 David Fikes St., P.O. Box 4061
Rehovot 7638205 Israel

(Address of principal executive offices)
 
Arik Kaufman
+972-
73-332-2853
info@meatech3d.com

5 David Fikes St., Rehovot 7638205 Israel
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  


Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
American Depositary Shares, each representing ten ordinary shares, no par value per share
 
MITC
 
The Nasdaq Stock Market LLC
 
 
   
 
Ordinary shares, no par value per share
 
_____
 
The Nasdaq Stock Market LLC*
 
 
   
 
 
*Listed not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission. The American Depositary Shares are registered under the Securities Act of 1933, as amended, pursuant to a separate registration statement on Form F-6 (File No. 333-253915).
 
Securities registered or to be registered pursuant to Section 12(g) of the Act.
 
None
(Title of Class)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
 
None
(Title of Class)
 

 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2021, the registrant had outstanding 125,770,107 ordinary shares, no par value.
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes ☐     No ☒
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
Yes ☐     No ☒
 
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes ☒     No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 
Yes ☒     No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
 
 
Emerging growth company ☒
 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
 
† 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.


Indicate by check mark whether the registrant has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP ☐
 
International Financial Reporting Standards as issued by the International Accounting Standards Board ☒
 
Other ☐
 
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.                                                                   
 
☐ Item 17     ☐ Item 18
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes ☐     No ☒


ii



TABLE OF CONTENTS
 
1
   
PART I
 
 
 
 
 2
 2
 2
 24
 38
 38
 45
 58
 60
 60
 61
 68
 68
 
 
 
PART II
 
 
 
 
 70
 70
 70
 70
 70
71
 71
 71
 71
 71
 72
 72
 72
 
 
 
PART III
 
 
 
 
 73
 73
 74
 
 
 
 75
 


INTRODUCTION
 
Certain Definitions
 
In this Annual Report on Form 20-F, unless the context otherwise requires:
 

references to “MeaTech,” the “Company,” “us,” “we” and “our” refer to MeaTech MT Ltd. (formerly MeaTech Ltd.) from its inception until the consummation of the January 2020 merger described herein, and MeaTech 3D Ltd. (the “Registrant”), an Israeli company, thereafter, unless otherwise required by the context;
 

references to “ordinary shares,” “our shares” and similar expressions refer to the Registrant’s ordinary shares, no nominal (par) value per share;
 

references to “ADS” refer to the American Depositary Shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MITC,” each representing ten ordinary shares of the Registrant;
 

references to “dollars,” “U.S. dollars” and “$” are to United States Dollars;
 

references to “NIS” are to New Israeli Shekels, the currency of the State of Israel;
 

references to the “Companies Law” are to Israel’s Companies Law, 5759-1999, as amended; and
 

references to the “SEC” are to the United States Securities and Exchange Commission.
 
Forward-Looking Statements
 
This Annual Report on Form 20-F contains forward-looking statements concerning our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements that are not historical facts may be deemed to be forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, but these are not the only ways these statements are identified. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. You should not put undue reliance on any forward-looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements. Readers are encouraged to consult the Company’s filings made on Form 6-K, which are periodically filed with or furnished to the SEC.
 
Forward-looking statements contained in this prospectus include, but are not limited to:
 

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 acquisition of Peace of Meat BV, or 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 “Item 3. —Key Information—Risk Factors.”
 
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PART I
 
 
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
Not applicable.
 
 
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
 
Not applicable.
 
 
ITEM 3.
KEY INFORMATION
 
A. Selected Financial Data
 
[Reserved]
 
B. Capitalization and Indebtedness
 
Not applicable.
 
C. Reasons for the Offer and Use of Proceeds
 
Not applicable.
 
D. Risk Factors

Our business is subject to various risks, including those described below. You should carefully consider the risks and uncertainties described below and in our future filings with the SEC. If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. Additionally, risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and/or prospects.
 
SUMMARY OF RISKS ASSOCIATED WITH OUR BUSINESS

Our business is subject to a number of risks of which you should be aware before a decision to invest in the ADSs. You should carefully consider all the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth in the sections titled “Risk Factors” before deciding whether to invest in the ADSs. Among these important risks are, but not limited to, the following:


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 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;

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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.

RISKS RELATED TO OUR FINANCIAL CONDITION AND LIQUIDITY REQUIREMENTS
 
We expect to continue incurring significant losses for the foreseeable future and may never become profitable.
 
We have experienced net losses in every period since the inception of MeaTech. We anticipate that we will continue to incur significant losses for the foreseeable future as our operating expenses and capital expenditures increase substantially due to our continued investment in our research and development activities and as we hire additional employees over the coming years. These activities may prove more expensive than we anticipate. We incur significant expenses in developing our technologies. Accordingly, we may not be able to achieve or sustain profitability, and we expect to incur significant losses for the foreseeable future.
 
Our predecessor entity, MeaTech Ltd., commenced cultured meat development operations in September 2019, and we continue to be in the early stages of development of our technologies. As a result, we have not generated any revenues since inception of our cultured meat operations, and we do not expect to generate any revenue from operations in the near term. We may not be able to develop the technology for manufacturing cultured meat at all, or meet the additional technological challenges to scaling such technology up to an industrial scale from our research and development efforts or successfully market and license our technologies, once approved. In addition, there is no certainty that there will be sufficient demand to justify the production and marketing of cultured meat products. The market for alternative proteins in general, and cultured meats specifically, may be small or may not develop.
 
 If cultured meats produced using our industrial-scale cultured meat manufacturing processes do not gain wide market acceptance, we will not be able to achieve our anticipated growth, revenues or profitability and we may not be able to continue our business operations.
 
We will require substantial additional funds to complete our research and development activities and, if additional funds are not available on acceptable terms or at all, we may need to significantly scale back or cease our operations.
 
A significant portion of our research and development activities has been financed by the issuance of equity securities. We believe that we will continue to expend substantial resources for the foreseeable future as we work to develop our technologies. These expenditures are expected to include costs associated with research and development, and manufacturing and supply, as well as general operating expenses. In addition, other unanticipated costs may arise.
 
There is no certainty that we will be able to obtain funding for our research and development activities when we need it, on acceptable terms or at all. A lack of adequate funding may force us to reduce or cease all or part of our research and development activities and business operations. Our operating plan may change because of factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financing may result in dilution to shareholders, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

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Our future capital requirements depend on many factors, including:
 

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 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.
 
If our estimates and predictions relating to any of these factors are incorrect, we may need to modify our operating plan. Additional funds may not be available to us when needed on acceptable terms, or at all. If adequate funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate our manufacturing, research and development activities or other activities that may be necessary to generate revenue and achieve profitability.
 
There is substantial doubt as to whether we can continue as a going concern.
 
Our consolidated financial statements as of December 31, 2021 contain an explanatory paragraph that states that our recurring losses from operations raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any measurement or presentation adjustment for assets or liabilities that might result if we would be unable to continue as a going concern. We have incurred operating losses since inception, have not generated any revenues and have not achieved profitable operations. Our net loss, accumulated during the development stage through December 31, 2021, totaled approximately $37 million, and we expect to continue to incur substantial losses in future periods while we continue our research and development activities.
 
Raising additional capital may cause dilution to our existing shareholders, restrict our operations or require us to relinquish rights to our technologies.
 
Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through equity offerings, debt financings, government contracts, government and/or other third-party grants or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. We will require substantial funding to fund our anticipated commercialization efforts and fund our operating expenses and other activities. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail our research or development program, or a part thereof, which would adversely impact our potential revenues, results of operations and financial condition.
 
RISKS RELATED TO OUR BUSINESS AND STRATEGY
 
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 prospects are difficult to predict due to a lack of operational history, and our success will be dependent on our ability to meet a number of challenges. Because we have a limited operating history and we are in the early stages of development, you may not be able to evaluate our future prospects accurately. Our prospects will be primarily dependent on our ability to successfully develop industrial-scale cultured meat manufacturing technologies and processes, and market these to our customers. If we are not able to successfully meet these challenges, our prospects, business, financial condition and results of operations could be adversely impacted.
 
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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.
 
We do not currently have any products or technologies approved for sale and we are still in the early stages of development. To date, we have limited data on the ability of our technologies to successfully manufacture cultured meat, towards which we have devoted substantial resources to date. We may not be successful in developing our technologies in a manner sufficient to support our expected scale-ups and future growth, or at all.  We expect that a substantial portion of our efforts and expenditures over the next few years will be devoted to the development of technologies designed to enable us to market industrial-scale cultured meat manufacturing processes.  We cannot guarantee that we will be successful in developing these technologies on the timeline we expect or at all. If we are able to successfully develop our cultured meat technologies, we cannot ensure that we will obtain regulatory approval or that, following approval, upon commercialization our technologies will achieve market acceptance.  Any such delay or failure would materially and adversely affect our financial condition, results of operations and prospects.
 
The research and development associated with technologies for cultured meat manufacturing, including three-dimensional meat production, is a lengthy and complex process.
 
We are focused on developing commercial technologies that companies can license to manufacture alternative foods without the need for animal butchery, based on rapid growing cycles. To develop our cultured meat steak technology, we are developing cellular agriculture technology, such as cell lines and approaches to working with plant-based cell-growth media in a scalable process. We are currently planning to scale up the printing process to provide us with industrial-scale capabilities. If we are unable to successfully develop our cultured meat manufacturing technologies, we may not be able to achieve our anticipated growth, revenues or profitability and we may not be able to continue our business operations.
 
 We intend to engage in future acquisitions, joint ventures or collaborations, similar to our acquisition of Peace of Meat, which may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks. We may not realize the benefits of these acquisitions, joint ventures or collaborations.
 
We may evaluate various acquisitions and collaborations, including licensing or acquiring complementary technologies, intellectual property rights, or businesses. Any potential acquisition, joint venture or collaboration will entail numerous potential risks, including:
 
•      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.
 
In addition, if we undertake acquisitions, we may utilize our cash, issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense.
 
Moreover, we may not be able to locate suitable acquisition or collaboration opportunities and this inability could impair our ability to grow or obtain access to technologies that may be important to the development of our business.

Our existing potential collaborations, or any future collaboration arrangements that we may enter into, may not be successful, which could significantly limit the likelihood of receiving the potential economic benefits of the collaboration and adversely affect our ability to develop and commercialize our product candidates.
 
We have entered into a potential collaboration with Tiv Ta’am, which is reflected in a non-binding letter of intent. Tiv Ta’am has no obligation to collaborate with us and may withdraw from the proposed collaboration at any time without any liability.
 
Additionally, we may enter into future collaborations under which our collaborators have provided, and may in the future provide, funding and other resources for developing and commercializing our cultured meat manufacturing technologies. We expect to enter into additional collaborations to access additional funding, capabilities and expertise in the future. Our existing collaborations, and any future collaborations we enter into, may pose a number of risks, including the following:
 

collaborators may not perform or prioritize their obligations as expected;
 

collaborators may not pursue development and commercialization of any of our cultured meat manufacturing technologies or may elect not to continue or renew development or commercialization, changes in the collaborators’ focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;
 
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collaborators may provide insufficient funding for the successful development or commercialization of our cultured meat manufacturing technologies;
 

collaborators could independently develop, or develop with third parties, products or technologies that compete directly or indirectly with our products or cultured meat manufacturing technologies if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;
 

cultured meat manufacturing technologies developed in collaborations with us may be viewed by our collaborators as competitive with their own products or technologies, which may cause collaborators to cease to devote resources to the development or commercialization of our products;
 

a collaborator with marketing and distribution rights to one or more of our products or technologies that achieve regulatory approval may not commit sufficient resources to the marketing and distribution of any such product;
 

disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development of cultured meat manufacturing technologies, may cause delays or termination of the research, development or commercialization of such technologies, may lead to additional responsibilities for us with respect to such technologies, or may result in litigation or arbitration, any of which would be time-consuming and expensive;
 

collaborators may not properly maintain, protect, defend or enforce our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;
 

disputes may arise with respect to the ownership of intellectual property developed pursuant to our collaborations;
 

collaborators may infringe, misappropriate or otherwise violate the intellectual property rights of third parties, which may expose us to litigation and potential liability;
 

collaborations may be terminated for the convenience of the collaborator and, if terminated, the development of our cultured meat manufacturing technologies may be delayed, and we could be required to raise additional capital to pursue further development or commercialization of the cultured meat manufacturing technologies;
 

future relationships may require us to incur non-recurring and other charges, increase our near- and long-term expenditures, issue securities that dilute our existing shareholders, or disrupt our management and business; and
 

we could face significant competition in seeking appropriate collaborators, and the negotiation process is time-consuming and complex.
 
If our collaborations do not result in the successful development of our products, or if one of our collaborators terminates its agreement with us, we may not receive any future research funding or milestone, earn-out, royalty or other contingent payments under the collaborations. If we do not receive the funding we expect under these agreements, our development of our cultured meat manufacturing technologies could be delayed and we may need additional resources to develop our technologies. If one of our collaborators terminates its agreement with us, we may find it more difficult to attract new collaborators and the perception of us in the business and financial communities could be adversely affected. All of the risks relating to product development, regulatory approval and commercialization described in this report apply to the activities of our collaborators.
 
We may not be able to successfully manage our planned growth.
 
We expect to continue to make investments in our cultured meat manufacturing technologies. We expect that our annual operating expenses will continue to increase as we invest in further research and development activities and, ultimately, sales and marketing efforts and customer service and support resources for future customers. Our failure to expand operational and financial systems in a timely or efficient manner could result in operating inefficiencies, which could increase our costs and expenses more than we had planned and prevent us from successfully executing our business plan. We may not be able to offset the costs of operation expansion by leveraging the economies of scale from our growth in negotiations with our suppliers and contract manufacturers. Additionally, if we increase our operating expenses in anticipation of the growth of our business and this growth does not meet our expectations, our financial results will be negatively impacted.
 
If our business grows, we will have to manage additional product design projects, materials procurement processes, and sales efforts and marketing for an increasing number of products, as well as expand the number and scope of our relationships with suppliers, distributors and end customers. If we fail to manage these additional responsibilities and relationships successfully, we may incur significant costs, which may negatively impact our operating results. Additionally, in our efforts to be first to market with new products with innovative functionality and features, we may devote significant research and development resources to products and product features for which a market does not develop quickly, or at all. If we are not able to predict market trends accurately, we may not benefit from such research and development activities, and our results of operations may suffer.
 
As our future development and commercialization plans and strategies develop, we expect to need additional managerial, operational, sales, marketing, financial and legal personnel. Our management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our infrastructure, operational mistakes, loss of business opportunities, failure to deliver and timely deliver our products to customers, loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of additional new products. If our management is unable to manage our growth effectively, our expenses may increase more than expected, our ability to generate and/or grow revenue could be reduced, and we may not be able to implement our business strategy.
 
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If the market does not grow as we expect, we may not achieve sustainable revenues.
 
 The marketplace for alternative protein manufacturing plants, which we expect to be our primary market, is dominated by methods that do not involve three-dimensional printing technology. If the market does not broadly accept three-dimensional printing of cultured meats as an alternative for conventional meat harvesting, or if it adopts three-dimensional printing based on a technology other than our proprietary bio-ink technology, we may not be able to achieve a sustainable level of revenues, and our results of operations would be adversely affected as a result. Additionally, cultivated meat is significantly more expensive than conventional meat. If the price of cultivated meat remains high, this may limit the consumer demand for, and market acceptance of, products manufactured using our technologies, and we may never be able to compete successfully or generate sufficient revenue or sustained profitability.
 
Business or economic disruptions or global health concerns, including COVID-19, may have an adverse impact on our business and results of operations.
 
The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. Many countries around the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. To date, the impact of the pandemic on our operations has been mainly limited to a temporary closure of our facility earlier in the year, in the context of a government-mandated general lockdown, which temporary delayed certain of our development activities, while we implemented remote working and workplace protocols for our employees in accordance with government requirements. While government restrictions have recently been eased in Israel following a successful vaccination campaign, the extent of the impact of the COVID-19 pandemic on our business and financial performance, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and severity of the pandemic and the impacts of reopening, including possible additional waves, which are uncertain and cannot be predicted.
 
As a result of the COVID-19 pandemic, including related governmental guidance or requirements, we may need to close our facilities, at least temporarily, or implement more restrictive policies to comply with social distancing rules and other requirements. As much of our research and development work requires on-site performance, such steps may negatively impact productivity and cause other disruptions to our business.
 
The full extent of the COVID-19 pandemic’s impact on our business and results of operations depends on future developments that are uncertain and unpredictable, including the duration and spread of the pandemic, its lasting impact on capital and financial markets, including any economic recession, and any new information that may emerge concerning the severity of the virus, its spread to other regions as well as the actions taken to contain it, among others. At this point in time, we cannot reasonably estimate the full extent of the COVID-19 pandemic’s impact on our business, financial condition, results of operations and cash flow.

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RISKS RELATED TO OUR ACQUISITION OF PEACE OF MEAT
 
We may not fully realize the anticipated benefits of the acquisition or realize such benefits within the timing anticipated.
 
We acquired Peace of Meat because we believe that the acquisition will be beneficial to us and to our shareholders. However, we may not be able to achieve the anticipated long-term strategic benefits of the acquisition within the timing anticipated or at all. For example, the benefits from the acquisition will be partially offset by the significant costs incurred in completing the transaction. Any delays and challenges that may be encountered in the post-acquisition process of consolidation could have an adverse effect on our business and results of operations, and may affect the value of the ADSs and our ordinary shares after the completion of the acquisition.
 
We may have operational challenges in managing Peace of Meat’s business and staff following the acquisition.
 
Acquisitions inherently have risks including misjudging key elements of an acquisition or failing to integrate it in an efficient and timely manner that would disrupt operations. In addition, as Peace of Meat is located in a different country, which also brings inherent management challenges. Our agreement to acquire Peace of Meat provides that Peace of Meat will continue to be managed independently within our business for approximately two years from the time of purchase, adding to the operational complexity of the integration. We may further face operational challenges in managing Peace of Meat’s business following the acquisition, which could have an adverse effect on our business and results of our operations, and may affect the value of the ADSs and ordinary shares.
 
If intangible assets that we recorded in connection with the Peace of Meat acquisition become impaired, we may have to take significant charges against earnings.
 
In connection with the accounting for the Peace of Meat acquisition, we have recorded intangible assets. Under IFRS, we must assess, at least annually and potentially more frequently, whether the value of indefinite-lived intangible assets has been impaired. Amortizing intangible assets will be assessed for impairment in the event of an impairment indicator. Any reduction or impairment of the value of intangible assets will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders’ equity in future periods.
 
RISKS RELATED TO COMPETITION AND COMMERCIALIZATION OF OUR TECHNOLOGIES
 
We are an early-stage company with an unproven business model, which makes it difficult to evaluate our current business and future prospects.
 
We have no established basis to assure investors that our business strategies will be successful. We are dependent on unproven technologies and we have no basis to predict acceptance of our technologies by potential licensees and their customers. The market for cultured meat is new and as yet untested. As a result, the revenue and income potential of our business and our market are unproven. Further, because of our limited operating history and early stage of development, and because the market for cultured meat is relatively new and rapidly evolving, we have limited insight into trends that may emerge and affect our business. We may make errors in predicting and reacting to relevant business trends, which could harm our business.
 
 Before investing, you should consider an investment in the ADSs in light of the risks, uncertainties and difficulties frequently encountered by early-stage companies in new and rapidly evolving markets such as ours. We may not be able to successfully address any or all of these risks. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.
 
 We may not be able to compete successfully in our highly competitive market.
 
The alternative protein market is expected to be highly competitive, with numerous brands and products competing for limited retailer shelf space, foodservice and restaurant customers and consumers. For us to compete successfully, we expect that the cultured meats printed using our technologies will need to be competitive in taste, ingredients, texture, ease of integration into the consumer diet, nutritional claims, convenience, brand recognition and loyalty, product variety, product packaging and package design, shelf space, reputation, price, advertising and access to restaurant and foodservice customers.
 
Generally, the food industry is dominated by multinational corporations with substantially greater resources and operations than us. We cannot be certain that we will successfully compete with larger competitors that have greater financial, marketing, sales, manufacturing, distributing and technical resources than we do. Conventional food companies may acquire our competitors or launch their own competing products, and they may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by introducing new products, reducing prices or increasing promotional activities, among other things. Competitive pressures or other factors could prevent us from acquiring market share or cause us to lose market share, which may require us to lower prices, or increase marketing and advertising expenditures, either of which would adversely affect our margins and could result in a decrease in our operating results and profitability. We cannot assure you that we will be able to maintain a competitive position or compete successfully against such sources of competition.
 
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We may suffer reputational harm due to real or perceived quality or health issues with products manufactured by our licensees using our technology.
 
Any real or perceived quality or food safety concerns or failures to comply with applicable food regulations and requirements, whether or not ultimately based on fact and whether or not involving us, or even merely involving unrelated manufacturers, could cause negative publicity and reduced confidence in our company, or the industry as a whole, which could in turn harm our reputation and sales, and could adversely impact our business, financial condition and operating results. There can be no assurance that products manufactured by our licensees will always comply with regulatory standards. Although we expect that our licensees will strive to manufacture products free of pathogenic organisms, these may not be easily detected and cross-contamination can occur. We cannot assure you that this health risk will always be preempted by quality control processes.
 
We will have no control over the products manufactured by our licensees, especially once they are purchased by consumers, who may prepare these products in a manner that is inconsistent with directions or store them for excessive periods of time, which may adversely affect their quality and safety. If the products manufactured by our licensees are not perceived as safe or of high quality, then our business, results of operations and financial condition could be adversely affected.
 
The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative publicity about cultured meats produced using our technologies could seriously damage our reputation.
 
Failure to improve our technologies may adversely affect our ability to continue to grow.
 
In order to continue to grow, we expect we will need to continue to innovate by developing new technologies or improving existing ones, in ways that meet our standards for quality and will enable our eventual licensees to manufacture products that appeal to consumer preferences. Such innovation will depend on the technical capability of our staff in developing and testing product prototypes, including complying with applicable governmental regulations, and the success of our management and sales and marketing teams in introducing and marketing new technologies. Failure to develop and market new technologies may cause a negative impact on our business and results of operations.
 
Additionally, the development and introduction of new technologies requires substantial research, development and marketing expenditures, which we may be unable to recoup if the new technologies do not lead to products that gain widespread market acceptance. If we are unsuccessful in meeting our objectives with respect to new or improved technologies, our business could be harmed.
 
We may face difficulties if we expand our operations into new geographic regions, in which we have no prior operating experience.
 
We intend to license our technologies in numerous geographical markets. International operations involve a number of risks, including foreign regulatory compliance, tariffs, taxes and exchange controls, economic downturns, inflation, foreign currency fluctuations and political and social instability in the countries in which we will operate. Expansion may involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. It is costly to establish, develop and maintain international operations and develop and promote our brands in international markets. As we expand our business into other countries, we may encounter regulatory, legal, personnel, technological and other difficulties that increase our expenses and/or delay our ability to become profitable in such countries, which may have an adverse impact on our business and brand.
 
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.
 
Our business is focused on the development and marketing of licensable cultured meat manufacturing technologies. Consumer demand for the cultured meats manufactured using these technologies could change based on a number of possible factors, including dietary habits and nutritional values, concerns regarding the health effects of ingredients and shifts in preference for various product attributes. If consumer demand for our products decreases, our business and financial condition would suffer. Consumer trends that we believe favor sales of products manufactured using our licensed technologies could change based on a number of possible factors, including a shift in preference from animal-based protein products, economic factors and social trends. A significant shift in consumer demand away from products manufactured using our technologies could reduce our sales or our market share and the prestige of our brand, which would harm our business and financial condition.

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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 have no manufacturing experience. In order to develop and license our technologies, we will need to develop, contract for or otherwise arrange for the necessary manufacturing capabilities. We may experience difficulty in obtaining adequate and timely manufacturing capacity for our proprietary cultured meat printers and bio-inks. We do not own or lease facilities currently that could be used to manufacture any products that we might develop on an industrial scale, nor do we have the resources at this time to acquire or lease suitable facilities. If we are unable to build the necessary internal manufacturing capability or obtain this capability through third parties we will not be able to commercialize our technologies.  Even if we develop or obtain the necessary manufacturing capacity, if we fail to comply with regulations, to obtain the necessary licenses and knowhow or to obtain the requisite financing in order to comply with all applicable regulations and to own or lease the required facilities in order to manufacture products, we could be forced to cease operations, which would cause you to lose all of your investment.
 
Our limited manufacturing capabilities are nascent, and if we fail to effectively develop manufacturing and production capabilities, our business and operating results and our brand reputation could be harmed.
 
We intend to begin manufacturing certain of our culture meat products in a pilot facility. If we are unable to develop manufacturing capacity to commence cultured chicken fat production, we may not be able to expedite our market entry or develop an industrial process for cultivating and producing real meat cuts. Additionally, there is risk in our ability to effectively scale production processes, if developed, to optimize manufacturing capacity for specific products and effectively manage our supply chain requirements, which involves accurately forecasting demand for each of our products and inventory needs in order to ensure we have adequate available manufacturing capacity for each such product and to ensure we are effectively managing our inventory. Our forecasts may be based on multiple assumptions that may cause our estimates to be inaccurate and affect our ability to obtain adequate manufacturing capacity (whether our own manufacturing capacity or co-manufacturing capacity) and adequate inventory supply in order to meet the demand for our products, which could prevent us from developing our industrial process and harm our business and prospects.
 
However, if we overestimate our demand and overbuild our capacity or inventory, we may have significantly underutilized assets, experience reduced margins, and have excess inventory which we may be required to write-down or write-off. If we do not accurately align our manufacturing capabilities and inventory supply with demand, if we experience disruptions or delays in our supply chain, or if we cannot obtain raw materials of sufficient quantity and quality at reasonable prices and in a timely manner, our business, financial condition and results of operations may be adversely affected.
 
If developed, our manufacturing and production operations will be subject to additional risks and uncertainties.
 
The interruption in, or the loss of operations at, our pilot facility, which may be caused by work stoppages, labor shortages, strikes or other labor unrest, production disruptions, product quality issues, local economic and political conditions, restrictive governmental actions, border closures, disease outbreaks or pandemics (such as COVID-19), the outbreak of hostilities, acts of war, terrorism, fire, earthquakes, severe weather, flooding or other natural disasters at one or more of these facilities, could delay, postpone or reduce production of some of our products, could impede our ability to develop an industrial process for cultivating and producing real meat cuts or could otherwise have an adverse effect on our business, results of operations and financial condition until such time as such interruption is resolved or an alternate source of production is secured.
 
Because we rely on a limited number of third-party suppliers, we may not be able to obtain raw materials on a timely basis or in sufficient quantities at competitive prices to produce our products or meet the demand for our products.
 
We rely on a limited number of vendors, a portion of which are located internationally, to supply us with raw materials. Our financial performance depends in large part on our ability to arrange for the purchase of raw materials in sufficient quantities at competitive prices. We are not assured a continued supply or pricing of raw materials. Any of our other suppliers could discontinue or seek to alter their relationship with us. We could experience similar delays in the future from any of our suppliers. Any disruption in the supply of embryonic stem cells or other raw materials would have a material adverse effect on our business if we cannot replace these suppliers in a timely manner, on commercially reasonable terms, or at all.
 
In addition, our suppliers manufacture their products at a limited number of facilities. A natural disaster, severe weather, fire, power interruption, work stoppage or other calamity affecting any of these facilities, or any interruption in their operations, could negatively impact our ability to obtain required quantities of raw materials in a timely manner, or at all, which could materially increase our cost and delay our timeline, and have a material effect on our business and financial condition.
 
Events that adversely affect our suppliers of raw materials could impair our ability to obtain raw material inventory in the quantities at competitive prices that we desire. Such events include problems with our suppliers’ businesses, finances, labor relations and/or shortages, strikes or other labor unrest, ability to import raw materials, product quality issues, costs, production, insurance and reputation, as well as local economic and political conditions, restrictive U.S. and foreign governmental actions, such as restrictions on transfers of funds and trade protection measures, including export/import duties and quotas and customs duties and tariffs, adverse fluctuations in foreign currency exchange rates, changes in legal or regulatory requirements, border closures, disease outbreaks or pandemics (such as COVID-19), acts of war, terrorism, natural disasters, fires, earthquakes, flooding, severe weather, agricultural diseases or other catastrophic occurrences. We continuously seek alternative sources of raw materials to use in our products, but we may not be successful in diversifying the raw materials we use in our products.
 
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If we need to replace an existing supplier, there can be no assurance that supplies of raw materials will be available when required on acceptable terms, or at all, or that a new supplier would allocate sufficient capacity to us in order to meet our requirements, fill our orders in a timely manner or meet our strict quality standards.
 
Litigation or legal proceedings, government investigations or other regulatory enforcement actions could subject us to civil and criminal penalties or otherwise expose us to significant liabilities and have a negative impact on our reputation or business.
 
We operate in a constantly evolving legal and regulatory framework. Consequently, we are subject to heightened risk of legal claims, government investigations or other regulatory enforcement actions. Although we have implemented policies and procedures designed to ensure compliance with existing laws and regulations, we cannot assure you that our employees, temporary workers, contractors or agents will not violate our policies and procedures. Moreover, a failure to maintain effective control processes could lead to violations, unintentional or otherwise, of laws and regulations. Legal claims, government investigations or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws and regulations could subject us to civil and criminal penalties that could materially and adversely affect our product sales, reputation, financial condition and operating results. For example, in November 2020, the Israel Securities Authority, or ISA, initiated an administrative proceeding against us claiming negligent misstatement regarding certain immediate and periodic reports published by our predecessor (Ophectra) during the years 2017 and 2018, prior to the merger with MeaTech. These reports relate to Ophectra’s activities prior to establishment of the settlement fund in connection with the merger. In April 2021, following negotiations with the ISA, we agreed to settle the matter for NIS 0.7 million ($0.22 million). The settlement is subject to approval of the ISA’s Enforcement Committee.
 
RISKS RELATED TO OUR OPERATIONS
 
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 do not expect to generate revenue in the short or medium term.  If we are able to generate revenue, we believe that we will do so through three primary streams: (i) licensing our proprietary intellectual property to customers for the purpose of commercializing our technologies, including by way of setting up and operating cultured meat production factories; (ii) brokering the supply of materials needed in the manufacturing process; and (iii) providing consulting and implementation services to customers. These streams may arise in the context of product co-development. Under this model, we initially expect to derive a significant portion of our revenues from a few customers. Our financial condition and results of operations could be adversely impacted if any one of these customers interrupt or curtail their activities, fail to pay for the services that have been performed, terminate their cultured meat operations, or if we are unable to enter into agreements with new customers on favorable terms. The loss of customers could adversely affect our financial condition and results of operations.
 
We may be exposed to the credit risks of our customers, and nonpayment by these customers and other parties could adversely affect our financial position, results of operations and cash flows.
 
We may be subject to risks of loss resulting from nonpayment by our customers. Any material nonpayment by these entities could adversely affect our financial position, results of operations and cash flows. If customers default on their obligations to us, our financial results and condition could be adversely affected. Some of these customers may be highly leveraged and subject to their own operating and regulatory risks.
 
If we are unable to attract and retain qualified employees, our ability to implement our business plan may be adversely affected.
 
The loss of the service of employees, such as Mr. Arik Kaufman, our Chief Executive Officer, would likely delay our achievement of product development and other business objectives, as we may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause the price of our ordinary shares to decline. Although we have employment agreements with our key employees, these employees could terminate their employment with us at any time on relatively short notice. We do not carry key man life insurance on any of our executive officers.
 
Recruiting and retaining qualified scientific, manufacturing and sales and marketing personnel will also be critical to our success. We may not be able to attract and retain these personnel on acceptable terms given the competition among high technology and life sciences companies for similar personnel. We also experience competition from universities and research institutions in attracting and retaining scientific personnel. In addition, we rely on consultants and advisors, including scientific advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us.
 
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Under applicable employment laws, we may not be able to enforce covenants not to compete.
 
Our employment agreements generally include covenants not to compete. These agreements prohibit our employees, if they cease working for us, from competing directly with us or working for our competitors for a limited period. We may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work. For example, Israeli courts have required employers seeking to enforce covenants not to compete to demonstrate that the competitive activities of a former employee will harm one of a limited number of material interests of the employer, such as the secrecy of a company’s confidential commercial information or the protection of its intellectual property. If we cannot demonstrate that such an interest will be harmed, we may be unable to prevent our competitors from benefiting from the expertise of our former employees or consultants and our competitiveness may be diminished.
 
We are exposed to a risk of substantial loss due to claims that may be filed against us in the future because our insurance policies may not fully cover the risk of loss to which we are exposed.
 
We are exposed to the risk of having claims seeking monetary damages being filed against us, for example with regard to securities-related claims. In the event that we are required to pay damages for any such claim, we may be forced to seek bankruptcy or to liquidate because our asset base and revenue base may be insufficient to satisfy the payment of damages and any insurance that we have obtained may not provide sufficient coverage against potential liabilities.
 
Our business and operations would suffer in the event of information technology system failures, including security breaches.
 
Despite the implementation of security measures, our internal computer systems and those of our contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. While we have not experienced any such system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our operations, causing our business to suffer. To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of our product could be delayed.
 
A cybersecurity incident, other technology disruptions or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals could negatively impact our business, our reputation and our relationships with customers.
 
We use computers in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employees, suppliers and co-manufacturers. Such uses give rise to cybersecurity risks, including security breaches, espionage, system disruption, theft and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including suppliers’ information, private information about employees and financial and strategic information about us and our business partners. Further, as we pursue new initiatives that improve our operations and cost structure, potentially including acquisitions, we may also be expand and improve our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with new initiatives or acquisitions, we may become increasingly vulnerable to such risks. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventative measures and incident response efforts may not be entirely effective. The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage all of which could have a material adverse effect on our business, financial condition or results of operations.
 
In addition, we are subject to laws, rules and regulations in the United States, the European Union and other jurisdictions relating to the collection, use and security of personal information and data. Such data privacy laws, regulations and other obligations may require us to change our business practices and may negatively impact our ability to expand our business and pursue business opportunities. We may incur significant expenses to comply with the laws, regulations and other obligations that apply to us. Additionally, the privacy- and data protection-related laws, rules and regulations applicable to us are subject to significant change. Several jurisdictions have passed new laws and regulations in this area, and other jurisdictions are considering imposing additional restrictions. Privacy- and data protection-related laws and regulations also may be interpreted and enforced inconsistently over time and from jurisdiction to jurisdiction. Any actual or perceived inability to comply with applicable privacy or data protection laws, regulations, or other obligations could result in significant cost and liability, litigation or governmental investigations, damage our reputation, and adversely affect our business.

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Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.
 
The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as the COVID-19 pandemic), man-made or natural disasters, actual or threatened war, terrorist activity, political unrest, civil strife and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact consumer demand for alternative proteins in general, and clean meats specifically, which may in turn impact manufacturer and retailer demand for our technologies. In addition, our ability to manage normal commercial relationships with suppliers may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, change in government economic policy and international trade disputes. In particular, consumers may reduce the amount of cultured meat that they purchase in favor of conventional meat or other alternative proteins, which may have lower retail prices, which could indirectly affect our results of operations. Manufacturer and retailers may become more conservative in response to these conditions and seek to delay commencing cultured market manufacturing operations or reduce existing operations. Our results of operations will depend upon, among other things, the financial condition of our business customers and our ability to supply them with the means to manufacture products that appeal to consumers at the right price. Decreases in demand for the products manufactured by our customers would put downward pressure on margins and would negatively impact our financial results. Prolonged unfavorable economic conditions or uncertainty may result in end consumers making long-lasting changes to their discretionary spending behavior on a more permanent basis, which may likewise have an indirect adverse effect on our sales and profitability.

RISKS RELATED TO GOVERNMENT REGULATION
 
We expect that products utilizing our technologies will be subject to regulations that could adversely affect our business and results of operations.
 
The manufacture and marketing of food products is highly regulated. We, our suppliers and licensees, may be subject to a variety of laws and regulations. These laws and regulations apply to many aspects of our business, including the manufacture, composition and ingredients, packaging, labeling, distribution, advertising, sale, quality and safety of food products, as well as the health and safety of our employees and the protection of the environment.
 
We are focused on developing a novel, proprietary three-dimensional bioprinter to deposit layers of cells (including stem cells and differentiated stem cells), scaffolding, and cell nutrients in a three-dimensional form of structured cultured meat. The cultured meat, in turn, will be produced by our customers.  Peace of Meat intends to produce cultured avian fat that is anticipated to be used as an ingredient, inter alia, in the production of finished cultured poultry. Neither we nor Peace of Meat intend to manufacture, distribute and sell branded cultured-meat end products for consumer consumption.
 
Peace of Meat is a Business-To-Business, or B2B, ingredient producer and will be subject to regulation by the U.S. Food and Drug Administration, or FDA, to the extent its products are introduced to the United States for use by a manufacturer to produce cultured meat or other food in the United States, and analogous foreign regulatory bodies elsewhere. In the US, the FDA and the U.S. Department of Agriculture’s, or USDA's, Food Safety and Inspection Service, or FSIS share an ingredient approval process. FDA determines the safety of substances and prescribes safe conditions of use.  USDA-FSIS determines the efficacy and suitability of food ingredients in meat, poultry, and egg products. Thus, the USDA’s efficacy and suitability requirements will also apply to the extent the ingredients are destined for use in USDA-regulated meat and poultry products.
 
For the reasons discussed below, we ourselves do not expect to be directly regulated by the FDA for United States compliance purposes but will apply FDA’s food contact substance standards or analogous foreign regulations when developing our three-dimensional bioprinter. Specifically, we intend to license our production technology, as well as provide associated products and services to food processing and food retail companies through a B2B model. From a regulatory perspective, in the United States, we expect companies manufacturing finished cultured meat products to be subject to regulation by various government agencies, including the FDA U.S. Department of Agriculture, U.S. Federal Trade Commission, or FTC, Occupational Safety and Health Administration and the Environmental Protection Agency, as well as the requirements of various state and local agencies, such as the California Safe Drinking Water and Toxic Enforcement Act of 1986. We likewise expect these products to be regulated by equivalent agencies outside the United States by various international regulatory bodies.

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As the manufacturer of technology used to produce cultured meat, and consistent with the Federal Food, Drug and Cosmetic Act, Federal Meat Inspection Act, and Poultry Products Inspection Act, we believe we will not directly be regulated by the FDA or USDA. Rather, we believe the regulatory obligation falls on our customers — cultured meat producers — to ensure that all food produced using our technology is wholesome and not adulterated. Consistent with food industry norms, we expect that our customers will therefore request assurances from us that our products are suitable for their intended use from an FDA regulatory perspective. Therefore, we plan to apply FDA food safety standards when developing our three-dimensional bioprinter as a means of assuring our customers that our bioprinter is safe for its intended use and will not result in the production of adulterated food. In particular, we plan to apply applicable food contact substance requirements, such as those of the FDA, when developing its three-dimensional bioprinter as a means of assuring customers using the Company's technology that our bioprinter is safe for its intended use and will not result in the production of adulterated food. If we are unable to provide regulatory compliance assurance to our customers, we expect that our ability to license our production technology would be adversely impacted.
 
The manufacturing of cultured meat is expected to be subject to extensive regulations internationally, with products subject to numerous food safety and other laws and regulations relating to the sourcing, manufacturing, composition and ingredients, storing, labeling, marketing, advertising and distribution of these products. In addition, enforcement of existing laws and regulations, changes in legal requirements and/or evolving interpretations of existing regulatory requirements may result in increased compliance costs and create other obligations, financial or otherwise, that could adversely affect our business, financial condition or operating results. In addition, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, or FCPA, and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to officials or other third parties for the purpose of obtaining or retaining business. While our policies mandate compliance with anti-bribery laws, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees, contractors or agents. Violations of these laws, or allegations of such violations, could disrupt our business and adversely impact our results of operations, cash flows and financial condition.
 
Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the USDA, 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.
 
The USDA, state regulators or similar foreign regulatory authorities, such as Health Canada or the Canadian Food Inspection Agency, or CFIA, or authorities of the European Union (EU) or the EU member states (e.g., European Food Safety Authority, or EFSA), could take action to impact our ability to use the term “meat” or similar words, such as “beef”, to describe the product our bioprinters will produce. In addition, a food may be deemed misbranded if its labeling is false or misleading in any particular way, and the USDA, CFIA, EFSA or other regulators could interpret the use of the term “meat” or any similar phrase(s) to describe our cultured meat products as false or misleading or likely to create an erroneous impression regarding their composition. In the U.S., USDA will be developing new labeling requirements for foods under its jurisdiction produced through cell culture technology as noted in an Advance Notice of Proposed Rulemaking (ANPR) published in September 2021.  
 
Failure by our raw materials suppliers to comply with food safety, environmental or other laws and regulations, or with the specifications and requirements of our products, may disrupt our supply of products and adversely affect our business.
 
If our suppliers fail to comply with food safety, environmental or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted. In the event of actual or even alleged non-compliance, we might be forced to find an alternative supplier and we may be subject to lawsuits related to such non-compliance by our suppliers. As a result, our supply of raw materials could be disrupted or our costs could increase, which would adversely affect our business, results of operations and financial condition. The failure of any supplier to produce products that conform to our standards could adversely affect our reputation in the marketplace and result in economic loss. Additionally, actions we may take to mitigate the impact of any disruption or potential disruption in our supply of raw materials, including increasing inventory in anticipation of a potential supply or production interruption, may adversely affect our business, results of operations and financial condition.

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RISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
 
If we are unable to obtain and maintain effective patent rights for our products, we may not be able to compete effectively in our markets. If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us.
 
Since September 2019, we have sought patent protection for certain of our products, systems, processes, designs and applications. Our success depends in large part on our ability to obtain, maintain, monitor and enforce patent and other intellectual property protection in the United States and in other countries with respect to our proprietary technology and new products.
 
We seek to protect our proprietary position and sustain our competitive advantage by filing patent applications in the United States and in other countries. Patent prosecution in the United States and the rest of the world is uncertain, expensive and time consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner in all the necessary locations. It is also possible that we will fail to identify Patentable aspects of our research and development output before it is too late to obtain patent protection.
 
We have a growing portfolio of 14 provisional and non-provisional pending patent applications, with a robust pipeline. These are filed with the U.S. Patent and Trademark Office, or USPTO, the World Intellectual Property Organization, or WIPO, and when the time comes, in various patent offices around the world, such as Israel, China, Japan, Europe, Canada, and South Korea. Three of the pending patent applications were filed through the Paris Convention Treaty, or PCT. We cannot offer any assurances about which, if any of the pending patent applications will issue, the scope of protection of any such patent or whether any issued patents will be found invalid and/or unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or licensed to us after patent issuance could deprive us of rights necessary for the successful commercialization of any new products that we may develop.
 
Further, there is no assurance that all potentially relevant prior art relating to our patent applications has been found, which can invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue, and even if such patents cover our products, third parties may challenge their validity, enforceability, or scope, which may result in such patents being narrowed, found unenforceable or invalidated. Furthermore, even if they are unchallenged, our patent applications and any future patents may not adequately protect our intellectual property, provide exclusivity for our new products, or prevent others from designing around our claims. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business.
 
If we cannot obtain and maintain effective patent rights for our products, we may not be able to compete effectively, and our business and results of operations would potentially be harmed.
 
If we are unable to maintain effective proprietary rights for our products, we may not be able to compete effectively in our markets.
 
In addition to the protection afforded by any patents currently owned and that may be granted, historically, we have relied on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes and helpful devices that are not easily known, knowable or easily ascertainable, and for which patent infringement is difficult to monitor and enforce and any other elements of our product development processes, that involve proprietary know-how, as well as information or technology that is not covered by patents. However, trade secrets can be difficult to protect. We seek to protect our proprietary technology and processes, in part, by entering into confidentiality agreements with our employees, consultants, scientific advisors, and contractors. We also seek to preserve the integrity and confidentiality of our data, trade secrets and intellectual property by maintaining physical security of our premises and physical and electronic security of our information technology systems, as well as implementing various standard operating procedures designed to maintain that integrity. Agreements or security measures may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets and intellectual property may otherwise become known or be independently discovered by competitors.

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We cannot provide any assurances that our trade secrets and other confidential proprietary information will not be disclosed in violation of our confidentiality agreements or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Also, misappropriation or unauthorized and unavoidable disclosure of our trade secrets and intellectual property could impair our competitive position and may have a material adverse effect on our business. Additionally, if the steps taken to maintain our trade secrets and intellectual property are deemed inadequate, we may have insufficient recourse against third parties for misappropriating any trade secret.
 
Intellectual property rights of third parties could adversely affect our ability to successfully commercialize our products, and we might be required to litigate or obtain licenses from third parties in order to develop or market our product candidates. Such litigation or licenses could be costly or not available on commercially reasonable terms.
 
At this stage, and in the future it is inherently difficult to conclusively assess our freedom to operate without infringing on third party rights. Our competitive position may be adversely affected if existing patents or patents resulting from patent applications issued to third parties or other third-party intellectual property rights are held to cover our products, systems and processes or elements thereof, or our manufacturing or uses relevant to our development plans. In such cases, we may be limited, or not be in a position to develop or commercialize products or our product candidates unless we successfully pursue litigation to nullify or invalidate the third party intellectual property right concerned, or enter into a license agreement with the intellectual property rights’ holder, if available on commercially reasonable terms. There may also be pending patent applications that should they result in issued patents, could be alleged to be infringed by our new products. If such an infringement claim should be brought and be successful, we may be required to pay substantial damages, royalties, be forced to abandon our new products or seek a license from any patent holders. No assurances can be given that a license will be available on commercially reasonable terms, if at all.
 
It is also possible that we have failed to identify relevant third party patents or applications. For example, U.S. patent applications filed before July 8, 2019 and certain U.S. patent applications filed after that date that will not be filed outside the United States remain confidential until patents issue. Patent applications in the United States and elsewhere are published 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our new products or platform technology could have been filed by others without our knowledge. Additionally, pending patent applications which have been published can, subject to certain limitations, be later amended in a manner that could cover our platform technologies, our new products or the use of our new products. Third party intellectual property right holders may also actively bring infringement claims against us. We cannot guarantee that we will be able to successfully settle or otherwise resolve such infringement claims. If we are unable to successfully settle future claims on terms acceptable to us, we may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in pursuing the development of and/or marketing our new products. If we fail in any such dispute, in addition to being forced to pay damages, we may be temporarily or permanently prohibited from commercializing our new products that are held to be infringing. We might, if possible, also be forced to redesign our new products so that we no longer infringe the third party intellectual property rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.
 
Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.
 
Our commercial success depends in part on our avoiding infringement of the patents and proprietary rights of third parties. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are developing new products. As our industries expand and more patents are issued, the risk increases that our products may be subject to claims of infringement of the patent rights of third parties.
 
Third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims to materials, designs or methods of manufacture related to the use or manufacture of our products. There may be currently pending patent applications that may later result in issued patents that our products may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents.
 
If any third-party patents were held by a court of competent jurisdiction to cover aspects of our formulations, processes for designs, or methods of use, the holders of any such patents may be able to block our ability to develop and commercialize the applicable product candidate unless we obtain a license or until such patent expires or is finally determined to be invalid or unenforceable. In either case, such a license may not be available on commercially reasonable terms or at all.
 
Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize one or more of our products. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, pay royalties, redesign our infringing products or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetary expenditure.

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Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents.
 
Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of any patents that may issue from our patent applications, or narrow the scope of our patent protection. The laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. We therefore cannot be certain that we were the first to file the invention claimed in our owned and licensed patent or pending applications, or that we or our licensor were the first to file for patent protection of such inventions. Assuming all other requirements for patentability are met, in the United States prior to March 15, 2013, the first to make the claimed invention without undue delay in filing, is entitled to the patent, while outside the United States, the first to file a patent application is entitled to the patent. After March 15, 2013, under the Leahy-Smith America Invents Act, or the Leahy-Smith Act, enacted on September 16, 2011, the United States has moved to a first to file system. The Leahy-Smith Act also includes a number of significant changes that affect the way patent applications will be prosecuted and may also affect patent litigation. In general, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents, all of which could have a material adverse effect on our business and financial condition.
 
We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful.
 
Competitors may infringe our intellectual property. If we were to initiate legal proceedings against a third party to enforce a patent covering one of our new products, the defendant could counterclaim that the patent covering our product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution. Under the Leahy-Smith Act, the validity of U.S. patents may also be challenged in post-grant proceedings before the USPTO. The outcome following legal assertions of invalidity and unenforceability is unpredictable.
 
Derivation proceedings initiated by third parties or brought by us may be necessary to determine the priority of inventions and/or their scope with respect to our patent or patent applications or those of our licensors. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Our defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. In addition, the uncertainties associated with litigation could have a material adverse effect on our ability to raise the funds necessary to continue our clinical trials, continue our research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring our new products to market.
 
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our traded securities.
 
We may, in the future, be subject to claims that our employees, consultants, or independent contractors have wrongfully or unavoidably used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
 
We continue to employ individuals who were previously employed at our competitors or potential competitors. We have established standard operating procedures to try and ensure that our employees, consultants, and independent contractors do not use the proprietary information or know-how of others in their work for us, but we may nevertheless be subject to claims that we or our employees, consultants, or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of any of our employees’ former employers or other third parties. Litigation may result and be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, which could adversely impact our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
 
We may be subject to claims challenging the inventorship of our intellectual property.
 
We may be subject to claims that former employees, collaborators or other third parties have an interest in, or right to compensation, with respect to our current patent and patent applications, future patents or other intellectual property as an inventor or co-inventor. For example, we may have inventorship disputes arise from conflicting obligations of consultants or others who are involved in developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship or claiming the right to compensation. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
 
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We may not be able to protect our intellectual property rights throughout the world.
 
Filing, prosecuting, and defending patents on products, as well as monitoring their infringement in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. 
 
Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States. These products may compete with our products. Future patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
 
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, which could make it difficult for us to stop the marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our future patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to monitor and enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

RISKS RELATED TO OUR OPERATIONS IN ISRAEL
 
If there are significant shifts in the political, economic and military conditions in Israel, it could have an adverse impact on our operations.
 
Our corporate headquarters and research and development facilities are located in Israel. In addition, most of our employees, officers and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. In recent years, these have included hostilities from Hezbollah in Lebanon and between Israel and Hamas in the Gaza Strip, which resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. In addition, Israel faces threats from the civil war in Syria and from Iran. Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East. Although we expect that the Israeli government will cover the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that such government coverage will be maintained, or if maintained, will be sufficient to compensate us fully for damages incurred. Several countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies, whether as a result of hostilities in the region or otherwise. Any such matters could adversely affect our operations and results of operations, and any losses or damages incurred by us as the result of such a conflict could have an adverse impact on our business.
 
Furthermore, our operations could be disrupted by the obligations of our personnel to perform military service. Some of our employees based in Israel may be called upon to perform military reserve duty and, in emergency circumstances, may be called to immediate and unlimited active duty. Our operations could be disrupted by the absence of a significant number of employees due to military service, which could adversely impact our business and results of operations.
 
Because a substantial portion of our revenues is expected to be generated in currencies other than our functional currency, we will be exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition.
 
In the future, we expect that a substantial portion of our revenues will be generated in currencies other than our functional currency. Our functional currency, in which we currently maintain our financial records, is NIS, and our presentation currency, in which we report our financial results, is USD. The functional currency of Peace of Meat, in which it currently maintains its financial records, is Euros. As a result, our revenues for financial statement purposes might be negatively affected by fluctuations in the exchange rates of currencies in the countries in which our technologies may be licensed, and supplementary services provided and products sold.
 
Currency exchange controls may restrict our ability to utilize our cash flows.
 
We expect to receive proceeds from sales of any product we may develop, and also to pay a portion of our operational costs and expenses, in U.S. dollars, Euros and other foreign currencies. However, we may be subject to existing or future rules and regulations on currency conversion. In 1998, the Israeli currency control regulations were liberalized significantly, and there are currently no currency controls in place. Legislation remains in effect, however, pursuant to which such currency controls could be imposed in Israel by administrative action at any time. We cannot assure that such controls will not be reinstated, or if reinstated, that they would not have an adverse effect on our operations.
 
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Enforcing a U.S. judgment against us and our executive officers and directors, or asserting U.S. securities law claims in Israel, may be difficult.
 
We are incorporated in Israel. Most of our executive officers and directors reside in Israel and most of our assets and the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us or any of these persons in the United States, including one based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It may also be difficult to affect service of process on these persons in the United States or to assert U.S. securities laws claims in original actions instituted in Israel.
 
Even if an Israeli court agrees to hear such a claim, it may determine that Israeli, and not U.S., law is applicable to the claim. Under Israeli law, if U.S. law is found to be applicable to such a claim, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would be governed by Israeli law. There is little binding case law in Israel addressing these matters.
 
Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a final U.S. judgment in a civil matter, including judgments based upon the civil liability provisions of the U.S. securities laws and including a monetary or compensatory judgment in a non-civil matter, provided that:
 

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.
 
There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court.
 
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli CPI plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rate fluctuations.
 
Your rights and responsibilities as our shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.
 
Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders of U.S. corporations. In particular, each of our shareholders has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations toward us and other shareholders and to refrain from abusing its power in, among other things, voting at shareholder meetings on certain matters, such as an amendment to our articles of association, an increase of our authorized share capital, a merger and approval of related party transactions that require shareholder approval. A shareholder also has a general duty to refrain from discriminating against other shareholders. In addition, a controlling shareholder or a shareholder who knows that it possesses the power to determine the outcome of a shareholders vote or to appoint or prevent the appointment of an office holder has a duty to act in fairness toward us. Israeli law does not clearly define the substance of these duties, but these provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of U.S. corporations.
 
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Provisions of Israeli corporate and tax law may deter acquisition transactions.
 
Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. For example, a merger may not be consummated unless at least 50 days have passed from the date on which a merger proposal is filed by each merging company with the Israel Registrar of Companies and at least 30 days have passed from the date on which the shareholders of both merging companies have approved the merger. In addition, a majority of each class of securities of the target company must approve a merger. Moreover, a tender offer for all of a company's issued and outstanding shares can only be completed if the acquirer receives positive responses from the holders of at least 95% of the issued share capital. Completion of the tender offer also requires approval of a majority of the offerees that do not have a personal interest in the tender offer, unless, following consummation of the tender offer, the acquirer would hold at least 98% of the company's outstanding shares. Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six months following the completion of the tender offer, claim that the consideration for the acquisition of the shares does not reflect their fair market value, and petition an Israeli court to alter the consideration for the acquisition accordingly, unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek such appraisal rights, and the acquirer or the company published all required information with respect to the tender offer prior to the tender offer's response date.
 
Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a holding period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of the shares has occurred. These provisions could delay, prevent or impede an acquisition of us or our merger with another company, even if such an acquisition or merger would be beneficial to us or to our shareholders.
 
RISKS RELATED TO OWNERSHIP OF THE ADSs
 
The ADS price may be volatile, and you may lose all or part of your investment.
 
The market price of the ADSs could be highly volatile and may fluctuate substantially, including downward, as a result of many factors, including:
 

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;
 
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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.
 
In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of the ADSs, regardless of our operating performance. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes, tariffs, international currency fluctuations, or the effects of disease outbreaks or pandemics (such as the COVID-19 pandemic), may negatively impact the market price of the ADSs. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted.
 
We have never paid dividends on our share capital and we do not intend to pay dividends for the foreseeable future.
 
We have never declared or paid any dividends on our share capital and do not intend to pay any dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development and growth of our business and for general corporate purposes. Accordingly, any gains from an investment in the ADSs will depend on price appreciation of the ADSs, which may never occur. In addition, Israeli law limits our ability to declare and pay dividends, and may subject our dividends to certain Israeli withholding taxes.
 
ADS holders may not receive the same distributions or dividends as those we make to the holders of our ordinary shares, and, in some limited circumstances, they may not receive dividends or other distributions on our ordinary shares and may not receive any value for them, if it is illegal or impractical to make them available.
 
The depositary for the ADSs has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. ADS holders will receive these distributions in proportion to the number of ordinary shares their ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act of 1933, as amended, or the Securities Act, but that are not properly registered or distributed under an applicable exemption from registration. In addition, conversion into U.S. dollars from foreign currency that was part of a dividend made in respect of deposited ordinary shares may require the approval or license of, or a filing with, any government or agency thereof, which may be unobtainable. In these cases, the depositary may determine not to distribute such property and hold it as “deposited securities” or may seek to affect a substitute dividend or distribution, including net cash proceeds from the sale of the dividends that the depositary deems an equitable and practicable substitute. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. In addition, the depositary may deduct from such dividends or distributions its fees and may withhold an amount on account of taxes or other governmental charges to the extent the depositary believes it is required to make such withholding. These restrictions may cause a material decline in the value of the ADSs.
 
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ADS holders do not have the same rights as our shareholders.
 
ADS holders do not have the same rights as our shareholders.  For example, ADS holders may not attend shareholders’ meetings or directly exercise the voting rights attaching to the ordinary shares underlying their ADSs. ADS holders may vote only by instructing the depositary to vote on their behalf.  If we request the depositary to solicit voting instructions from ADS holders (which we are not required to do), the depositary will notify ADS holders of a shareholders’ meeting and send or make voting materials available to them. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote.  For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Israel and the provisions of our articles of association or similar documents, to vote or to have its agents vote the deposited ordinary shares as instructed by ADS holders.  If we do not request the depositary to solicit voting instructions from ADS holders, they can still send voting instructions, and, in that case, the depositary may try to vote as they instruct, but it is not required to do so.  Except by instructing the depositary as described above, ADS holders won’t be able to exercise voting rights unless they surrender their ADSs and withdraw the ordinary shares.  However, they may not know about the meeting enough in advance to withdraw the ordinary shares.  We cannot assure ADS holders that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their ordinary shares.  In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.  This means that ADS holders may not be able to exercise voting rights and there may be nothing they can do if their ordinary shares are not voted as they requested.  In addition, ADS holders have no right to call a shareholders’ meeting.
 
ADS holders may be subject to limitations on transfer of their ADSs.
 
ADSs will be transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, under any provision of the deposit agreement, or for any other reason in accordance with the terms of the deposit agreement.
 
As a foreign private issuer whose ADSs are listed on Nasdaq, we follow certain home country corporate governance practices instead of certain Nasdaq requirements, we are not subject to U.S. proxy rules and are exempt from certain Exchange Act reporting requirements. If we were to lose our foreign private issuer status, our costs to modify our practices and maintain compliance under U.S. securities laws and Nasdaq rules would be significantly higher.
 
We are a foreign private issuer and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. We are permitted to follow certain home country corporate governance practices instead of certain requirements of the rules of Nasdaq. As permitted under the Israeli Companies Law 1999, or Companies Law, pursuant to our articles of association, the quorum for an ordinary meeting of shareholders shall be the presence of at least two shareholders present in person, by proxy or by a voting instrument, who hold at least 25% of the voting power of our shares (and in an adjourned meeting, with some exceptions, a minimum of one shareholder) instead of 33 1⁄3% of our issued share capital as otherwise required under the Nasdaq corporate governance rules. We may also adopt and approve material changes to equity incentive plans in accordance with the Companies Law, which does not impose a requirement of shareholder approval for such actions. In addition, we follow Israeli corporate governance practice instead of the Nasdaq requirements to obtain shareholder approval for 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). Additionally, we follow Israeli corporate governance practices instead of Nasdaq requirements with regard to, among other things, the composition of our board of directors. For example, our board of directors currently comprises four directors, three of whom we have determined are independent, however during 2021, the majority of our board of directors was not deemed to be independent, in compliance with our home-country requirements. Accordingly, our shareholders may be afforded less protection that what is provided under the Nasdaq corporate governance rules to investors in U.S. domestic issuers. See “Item 16G. —Corporate Governance—Nasdaq Listing Rules and Home Country Practices.”
 
Additionally, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Furthermore, although under regulations promulgated under the Companies Law, as an Israeli public company listed on Nasdaq, we are required to disclose the compensation of our five most highly compensated officers on an individual basis, this disclosure may not be as extensive as that required of U.S. domestic reporting companies. In addition, we are not required under the Exchange Act to file current reports and quarterly reports, including financial statements, with the SEC as frequently or as promptly as U.S. domestic reporting companies whose securities are registered under the Exchange Act. Moreover, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. These exemptions and leniencies reduce the frequency and scope of information and protections available to ADS holders in comparison to those applicable to U.S. domestic reporting companies.
 
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If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers. We would lose our foreign private issuer status if a majority of our shares are owned by U.S. residents and a majority of our directors or executive officers are U.S. citizens or residents or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may also be required to modify certain of our policies to comply with accepted governance practices associated with U.S. domestic issuers and we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. Such modifications and subsequent compliance would cause us to incur significant legal, accounting and other expenses that we would not incur as a foreign private issuer.
 
If we are a “passive foreign investment company” for U.S. federal income tax purposes, there may be adverse U.S. federal income tax consequences to U.S. investors
 
Based on our income and assets, we believe that we should be treated as a PFIC for the preceding taxable year. However, the determination of our PFIC status is made annually based on the factual tests described below. Consequently, while we may be a PFIC in future years, we cannot estimate with certainty at this stage whether or not we are likely to be treated as a PFIC in the current taxable year or any future taxable years. Generally, if, for any taxable year, at least 75 percent of our gross income is “passive income” or at least 50 percent of our gross assets during the taxable year (based on the average of the fair market values of the assets determined at the end of each quarterly period) are assets that produce or are held for the production of passive income, we will be characterized as a PFIC for U.S. federal income tax purposes. Passive income for this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from commodities and securities transactions, and gains from assets that produce passive income. However, rents and royalties received from unrelated parties in connection with the active conduct of a trade or business should not be considered passive income for purposes of the PFIC test. For example, if we were to be characterized as a PFIC for U.S. federal income tax purposes in any taxable year during which a U.S. Holder (as defined in “Item 10.—Additional Information—Taxation — Material United States federal income tax considerations”) holds ordinary shares or ADSs, such U.S. Holder could be subject to additional taxes and interest charges upon certain distributions by us and any gain recognized on a sale, exchange or other disposition of our shares, whether or not we continue to be characterized as a PFIC. Certain adverse consequences of PFIC status can be mitigated if a U.S. Holder makes a “mark to market” election or an election to treat us as a qualified electing fund, or QEF. Upon request, we expect to provide the information necessary for U.S. Holders to make “qualified electing fund elections” if we are classified as a PFIC. See “Item 10.—Additional Information—Taxation—Passive foreign investment company considerations.”
 
Whether we are a PFIC for any taxable year will depend on the composition of our income and the composition and value of our assets from time to time. Each U.S. Holder is strongly urged to consult its tax advisor regarding these issues and any available elections to mitigate such tax consequences.
 
If we are a controlled foreign corporation, there could be adverse U.S. federal income tax consequences to certain U.S. Holders.
 
Each “Ten Percent Shareholder” (as defined below) in a non-U.S. corporation that is classified as a “controlled foreign corporation,” or a CFC, for U.S. federal income tax purposes generally is required to include in income for U.S. federal tax purposes such Ten Percent Shareholder’s pro rata share of the CFC’s “Subpart F income,” “tested income” and investment of earnings in U.S. property, even if the CFC has made no distributions to its shareholders. Subpart F income generally includes dividends, interest, rents, royalties, gains from the sale of securities and income from certain transactions with related parties. In addition, a Ten Percent Shareholder that realizes gain from the sale or exchange of shares in a CFC may be required to classify a portion of such gain as dividend income rather than capital gain. A non-U.S. corporation generally will be classified as a CFC for U.S. federal income tax purposes if Ten Percent Shareholders own, directly or indirectly, more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation. A “Ten Percent Shareholder” is a United States person (as defined by the Internal Revenue Code of 1986, as amended, or the Code) who owns or is considered to own 10% or more of the value or total combined voting power of all classes of stock entitled to vote of such corporation.
 
The determination of CFC status is complex and includes complex attribution rules. A non-corporate Ten Percent Shareholder with respect to a CFC generally will not be allowed certain tax deductions or foreign tax credits generally available to a corporate Ten Percent Shareholder. Failure to comply with CFC reporting obligations may subject a Ten Percent Shareholder to significant monetary penalties. We cannot provide any assurances that we will furnish to any Ten Percent Shareholder information that may be necessary to comply with the reporting and tax paying obligations applicable under the CFC rules of the Code. U.S. Holders should consult their own tax advisors with respect to the potential adverse U.S. tax consequences of becoming a Ten Percent Shareholder in a CFC.
 
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ITEM 4.
INFORMATION ON THE COMPANY
 
A. History and Development of the Company
 
We were incorporated in May 2018 in Israel as DocoMed Ltd., and originally provided digital health services. In July 2019, we changed our name to MeaTech Ltd., or MeaTech, and commenced our cultured meat technology development operations. In January 2020, MeaTech completed a merger with Ophectra Real Estate and Investment Ltd., or Ophectra, a company incorporated in Israel whose shares were traded on the TASE, whereupon the name of Ophectra was changed to Meat-Tech 3D Ltd., and later further changed to MeaTech 3D Ltd., or MeaTech 3D.
 
According to the terms of the merger, MeaTech 3D acquired all outstanding shares of MeaTech from MeaTech’s shareholders, in return for the issuance of ordinary shares to the shareholders of MeaTech, as well as non-tradable merger warrants to receive ordinary shares upon the achievement of pre-defined milestones, which were achieved in 2020 and 2021. MeaTech become MeaTech 3D’s wholly-owned subsidiary, and later changed its name to Chicken Meat-Tech Ltd. and then to MeaTech MT Ltd.
 
In connection with the merger, the Tel Aviv District Court for Economic Affairs approved an arrangement whereby all of Ophectra’s assets and liabilities, whether certain or contingent, at the time of the merger were irrevocably assigned to a settlement fund, or Settlement Fund, for the purpose of settling Ophectra’s pre-merger liabilities (except for Ophectra’s ownership of 14.74% of the outstanding shares of Therapin Ltd., as described below). This includes all future liabilities arising from Ophectra’s activities prior to the merger (including tax liabilities, if any), and any commitments made by Ophectra prior to the merger. We also provided the Settlement Fund approximately NIS 1.3 million (approximately $0.4 million), which we included in our public listing expenses, for the purpose of settling any of Ophectra’s debts, and bear no additional liabilities to the Settlement Fund. Anyone who believed they had a claim to Ophectra’s assets were invited to lodge their claims to the trustees. Due to the fact that two years have passed since the merger, and the fact that the Settlement Fund no longer contains any assets, its trustees are expected to instigate proceedings to wind up the Settlement Fund.
 
Upon completion of the merger, all directors and officers of MeaTech became directors and officers of MeaTech 3D, in addition to some of the independent directors of Ophectra.
 
Although MeaTech 3D was the legal acquirer of MeaTech’s shares as described above, because (i) the shareholders of MeaTech received the majority of the voting rights in MeaTech 3D and the ability to determine its financial and operational policy, (ii) the management of MeaTech continues to serve as the management of MeaTech 3D and (iii) at the time of completion of the merger, MeaTech 3D was a company without significant business operations, the merger is not considered a business acquisition as defined in IFRS 3. As a result, it was determined that MeaTech is the acquirer of the business for accounting purposes and the transaction was treated as a reverse acquisition that does not constitute a business combination.
 
Therefore, the consolidated financial statements and financial data included herein for all periods through and including December 31, 2019 were adjusted retroactively to reflect the financial statements of MeaTech (now called MeaTech MT Ltd.), other than the information concerning earnings per share, which is presented according to the equity information of MeaTech 3D (then called Ophectra Real Estate and Investments Ltd.), and our consolidated financial statements and financial data included herein from January 1, 2020 onward relate to MeaTech 3D.
 
We temporarily maintained ownership of 14.74% of the outstanding shares of Therapin Ltd., or Therapin, a company incorporated in Israel, while considering a possible collaboration, however, in May 2020, we returned these holdings to Therapin, and agreed to convert our investment of NIS 7.25 million in Therapin into an interest-free loan, to be repaid by the latter at a rate of NIS 0.48 million per annum for ten years (NIS 4.8 million in total) plus NIS 2.45 million to be paid upon an exit event, including a public offering, or repayment of 14.74% of any distributable surplus or dividend distributed by Therapin, up to the amount of the outstanding balance, as detailed in our separation agreement with Therapin. As part of the agreement, Therapin gave us an option to convert the cash payment to equity of Therapin.

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Peace of Meat Acquisition

On February 10, 2021, we consummated an agreement with all of the shareholders of Peace of Meat, a private limited liability company incorporated, organized and existing under the laws of Belgium, or Peace of Meat, to acquire all of the outstanding share capital of Peace of Meat not yet owned by us, through our wholly-owned subsidiary, MeaTech Europe BV, for total consideration of up to €16.3 million ($19.9 million). The total consideration payable by us in the acquisition consists of €7.7 million ($8.6 million), comprised of €4.1 million ($5.1 million) in cash and 4,070,766 of our ordinary shares, with a fair value of €3.6 million ($4.4 million), paid on the closing date, and up to an additional €7.6 million ($8.3 million) payable in a combination of €4.0 million ($4.4 million) in cash and 4,070,766 of our ordinary shares in the amount of €3.6 million ($3.9 million), upon the achievement of four defined milestones related to Peace of Meat’s biomass and bioreactor size, density, capacity and production. The acquisition agreement specified that each milestone must be reached within a six-month period, over a total of two years, which can be extended by up to nine additional months under circumstances set forth in the acquisition agreement. The agreement also includes acceleration events, such as breach of the acquisition agreement by us; certain merger, consolidation or acquisition transactions involving us; our delisting; and the termination of employment of two or more of the founders of Peace of Meat during the milestone period under circumstances set forth in the acquisition agreement. As of the date hereof, Peace of Meat had fully achieved the first two such milestones. We do not provision liabilities for future milestones before their achievement.
 
Peace of Meat was established in Belgium in 2019 and is developing cultured avian fat directly from animal cells without the need to grow or kill animals. In 2020, Peace of Meat was awarded a subsidy of approximately $1.33 million from the Flemish government, of which $0.5 million has been received, and has received approximately $1 million in private investments. We bought Peace of Meat for approximately $20 million in a cash- and equity-based milestone deal. We believe that the innovative technology of Peace of Meat has the potential to support an industrial process for the production of cultured avian fat. Peace of Meat has entered into a number of scientific and commercial collaborations, is in the process of positioning itself as a future B2B provider with the potential to cover the entire value chain and to accelerate research and production processes in the industry, and has conducted taste tests for hybrid products that it has developed. It intends to open a pilot plant in Belgium in 2023.
 
B. Business Overview
 
Overview
 
We are an international deep-tech food company that initiated activities in 2019 and is listed on the Nasdaq Capital Market under the ticker “MITC”. We maintain facilities in Rehovot, Israel and Antwerp, Belgium and are in the process of expanding activities to California, USA. We believe that cultivated meat technologies hold significant potential to improve meat production, simplify the meat supply chain, and offer consumers a range of new product offerings.  

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

We are developing cultivated meat technologies, including three-dimensional printing technology, together with biotechnology processes and customizable manufacturing processes in order to manufacture cultivated meat that does not require animal slaughter. We are developing a novel, proprietary three-dimensional bioprinter to deposit layers of differentiated stem cells, scaffolding, and cell nutrients in a three-dimensional form of structured cultured meat. We believe the cultured meat production processes we are developing, which are designed to offer our eventual customers an alternative to industrial slaughter, have the potential to improve the quality of the environment, shorten global food supply chains, and reduce the likelihood of health hazards such as zoonotic diseases transferred from animals to humans (including viruses, such as virulent avian influenza and COVID-19, and drug-resistant bacterial pathogens, such as some strains of salmonella).

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

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

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Cultivated Meat Industry and Market Opportunity

Protein is a necessary staple for healthy nutrition. The growth in recent years of both the human population and global wealth is driving a decades-long trend of accelerating demand for meat. The demand for protein products has consistently risen in recent decades and is expected to continue to do so. The rising growth of demand for farm animals for the food industry has created significant environmental, health, financial and ethical challenges.
 
According to Statista the value of the global meat sector was estimated at $838 billion in 2020, and was forecast to increase to $1,157 billion by 2025. According to market research firm Fortune Business Insights, the global meat substitute market was estimated at $5.4 billion in 2021 and is expected to grow to $10.8 billion by 2028. According to Facts and Factors Market Research, the cultivated meat category alone is expected to reach $248 million by 2026, with an annual growth rate of approximately 16%. With regard to the longer term, Barclays predicted in November 2021 that by 2040, 20% of the demand for meat globally will be provided by cultivated meat – a $450 billion market opportunity.
 
The meat industry is showing strong interest in the alternative protein space, both in plant-based and cell-based proteins. There are several drivers underlying the strong engagement with alternative proteins. We believe consumers are looking for less harmful protein sources, with approaches such as flexitarianism already an established middle path between vegetarian diets and those heavy in animal proteins, such as the paleo diet. Many meat processors have experienced the worst of the COVID-19 pandemic outbreaks and are seeking to minimize human involvement in the manufacturing process. To that end, retailers such as Costco and Walmart are increasingly opening their own meat processing facilities on which they can rely exclusively.
 
Limitations of Conventional Meat Production

In addition to questions about whether conventional meat production can adequately provide for the growing global population, conventional meat production raises serious environmental issues.  According to the United Nations, 8% of the world's freshwater is used for raising livestock for meat and leather. At least 18% of the greenhouse gases entering the atmosphere are from the livestock industry. 26% of the planet's ice-free land is used for livestock grazing and 33% of croplands are used for animal feed.  With regard to treatment of animals in conventional meat production, approximately More than 70 billion animals are slaughtered annually with steady increases to be expected in line with increased demand for meat.
 
Another common consumer concern with industrial-scale animal rearing is the reliance on intensive use of antibiotics. Antibiotics are used in livestock, especially pigs and poultry, to manage animal health, and to treat or prophylactically prevent diseases such as avian flu and swine flu. Their effects on human health have not been fully resolved, with concerns including the potential growth of antibiotic-resistant diseases in meat for human consumption.

Existing Alternative Proteins and their Limitations
 
Negative consumer sentiment towards the perceived ethical, health and environmental effects of the global meat industry help explain the strong focus that has developed on creating methods of protein production that are more sustainable, nutritious and conscious of animal welfare. Recent years have seen a combination of increasing consumer awareness and advanced technological development that has led to substantially increased demand for proteins that do not involve animal slaughter, beyond traditional plant-based proteins, such as soy, peas and chickpeas. Some of the alternative proteins being developed for human consumption for this purpose include:
 
Mycoproteins: Some of the most commercially successful novel alternative protein products are currently mycoproteins, derived from fungi. They are high in protein, high in fiber, low in saturated fat, and contain no cholesterol.  However, they have been associated with allergic and gastrointestinal reactions. They are fermented to become a dough, which can develop a texture similar to that of meat.
 
Jackfruit: Jackfruit is a tropical fruit, native to India, which is high in protein. Its texture is somewhat similar to shredded meat, although its taste is similar to other fruits, such as apples and mangoes, so while it is a good source of protein, it is not generally viewed as an alternative to meat for consumers used to animal proteins.
 
Insects: Insects are an environmentally-friendly source of protein, requiring significantly less land and water, and emitting significantly less greenhouse gases than large mammals raised for slaughter. In addition, they can be fed food unsuitable for livestock that would otherwise be wasted. While crickets are the most common source of edible insects, research is taking place on new insect species of value for food production, as well as methods to produce them economically at scale. Insects can be consumed in their natural state; however many cultures consider insect consumption to be taboo and many people are disgusted by the idea.  As a result, research is taking place into developing insect-based products in different forms not easily discernable as insect-based, including flour.

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RECENT DEVELOPMENTS
 
Acquisition of Peace of Meat
 
In February 2021, we finalized our acquisition of Peace of Meat, a Belgian producer of cultured avian products, for up to $19.9 million in cash and equity, depending on milestone achievements. We intend to leverage Peace of Meat’s cultured avian technologies to diversify our own bovine-oriented technologies and expedite our entry into the market for plant-based meat alternatives and cultured products.

$28 million Nasdaq listing and voluntary delisting from the Tel Aviv Stock Exchange

In March 2021, we raised $28 million in an initial public offering of American Depository Shares (ADSs) on the Nasdaq Capital Market, making us the first cultured meat company to be publicly traded in the US. In August 2021, we completed the process of voluntarily delisting our ordinary shares from the Tel Aviv Stock Exchange (TASE), with our ADSs continuing to trade on the Nasdaq Capital Market. The decision was made in order to internationalize our investor and public relations efforts into the United States and globally.

Initiation of food technology development activities in Europe
 
In April 2021, we commenced food technology development activities through our European subsidiary, MeaTech Europe, with an initial focus on hybrid foods using Peace of Meat’s cultured fat. Hybrid foods are products composed of both plant and cultured meat ingredients that have the potential to offer a meatier experience than purely plant-based meat alternatives.

Letter of intent with Tiv Ta'am Holdings to develop and distribute cultured meat products

In July 2021, as part of our strategy, we signed a non-binding letter of intent with Tiv Ta'am, a leading food retailer and meat producer in Israel, to examine options to commercialize our products. We are unable to determine whether a binding cooperation agreement will result from negotiations, however such an agreement would be expected to include cooperation on research and the establishment of a production facility for cultivated meat products, as well as a grant of distribution and marketing rights to Tiv Ta’am (including possible exclusive rights on jointly developed products), in Israel and/or elsewhere in the world. We have also agreed to discuss expanding cooperation regarding the production and marketing of cultivated meat products in the future, with an emphasis on cultivated pork. We intend to publicize information regarding such an agreement, should it eventuate.

Manufacturing of 700g (25 oz) of cultivated fat biomass
 
In July 2021, Peace of Meat cultivated just over 700 grams of pure chicken fat biomass in a single production run. We believe that producing this quantity of pure cultured material in one run is a breakthrough toward potentially manufacturing cultivated chicken fat at an industrial scale.
 
Partnering with Ashton Kutcher and Guy Oseary of BlueSoundWaves
 
In October 2021, the BlueSoundWaves collective, led by Ashton Kutcher, Guy Oseary and Effie Epstein, partnered with us with the goal of accelerating our growth and development toward commercializing our proprietary cultured meat production technologies. BlueSoundWaves works closely with our management to advance our strategy, go-to-market activities and brand by leveraging the collective’s marketing and strategic expertise and network.
 
Cultivation of World’s Largest Bioprinted Steak

In December 2021, we announced that we had successfully three-dimensionally printed a 3.67 oz cultivated steak, primarily composed of cultivated real fat and muscle tissues, without using soy or pea protein. The cells used to make the steak were produced with an advanced proprietary process that starts by isolating bovine stem cells from tissue samples and multiplying them. Upon reaching sufficient cellular mass, stem cells were formulated into bio inks compatible with our proprietary 3D bioprinter. The bio-inks were printed from a digital design file of a steak structure. The printed product was placed in an incubator to mature, allowing the stem cells to differentiate into fat and muscle cells and develop into fat and muscle tissue to form our steak.

Promising results with muscle stem cell differentiation

In February 2022, we announced the successful development of a novel technology process in which muscle cells are fused into significant muscle fibers that better resemble those in whole cuts of meat. Bovine stem cells were isolated, proliferated in the lab, and differentiated into matured muscle cells with improved muscle fiber density, thickness and length. Based on these improvements, we have filed a provisional patent application with the USPTO.

Expansion of cultivated meat operation into the US to accelerate go-to-market strategy
 
              In March 2022, we announced that we will be opening a US office. The new space will include activities in research and development, investor relations, and business development.


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THE CULTIVATED MEAT SOLUTION

We believe cultivated meat grown through cellular agriculture, which aims to produce cultivated animal proteins without the need for large-scale slaughter, has the potential to satisfy consumer desire for meat while avoiding the negative impacts of conventional meat production.  Cellular agriculture is an efficient, closely-controlled indoor agricultural process, utilizing advanced technologies with conceptual similarities to hydroponics, but used for growing meat cells, rather than fruit. Cultivated meat is grown in cell culture, rather than inside animals, applying tissue engineering practices for fat and muscle production for the purpose of human consumption. In place of animal slaughter, stem cells are removed from an animal, such as from an umbilical cord following birth, and then cultivated in vitro to form muscle fibers and fat cells. Also known as cultured meat, clean meat, in vitro meat, lab-grown meat, green meat, cell-based meat, and motherless meat, the term “cultivated meat” is the term believed to best appeal to consumers.
 
Cultivated meat production is an advanced technology operating as part of the wider field of cellular agriculture (growing animal cells in bioreactors), which is an emerging solution to the growing demand for alternative proteins. We are aware of a few dozen companies and institutions actively working to develop technologies and other products to meet this demand, some of whom are focused on producing red meats, while others are focused on fish and crustaceans. Some of these companies are working on culturing various types of cells, such as chicken, pork, kangaroo and foie gras. We believe this push on scaling-up cellular agriculture has the potential to offer a solution to the scale and environmental challenges confronting conventional meat production. Other alternative protein competitors are already selling plant-based meat substitutes, but to our knowledge, these companies are not focused on the production of real meat products produced with animal cells with no pea or soy ingredients.
 
We are engaged with experimentation to develop optimal and cost-effective cell culture media. In so doing, we are also exploring a range of types of and sources for growth factors suited to cell culture. These sources are expected to be sustainable and ethical, providing a route to enabling efficient and cost-effective processes. While many challenges remain, surveys are consistently showing consumer openness toward, and enthusiasm for, cultivated meat. According to ‘Consumer Acceptance of Cultured Meat: An Updated Review (2018–2020)’, published by researchers at the University of Bath, “the evidence suggests that, while most people see more societal benefits than personal benefits of eating cultured meat, there is a large potential market for cultured meat products in many countries around the world. Cultured meat is generally seen as more acceptable than other food technologies like GMOs, and more appealing than other alternative proteins like insects. Although it is not as broadly appealing as plant-based proteins, evidence suggests it may be more uniquely positioned to appeal to meat-lovers who are resistant to other alternative proteins, and it is more appealing to certain demographic groups".
 
We believe that cultivated meat could have several potential advantages over conventionally-harvested meat:


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 cultivated 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 cultivated 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 cultivated 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 practices, or GMP, that are 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 cultivated 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. Cultivated 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.

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Our Strategy

Our vision is to be a global leader in making real meat through advanced biotechnology and engineering solutions for a more sustainable world. We are committed to making the right choice of meat for end consumers simple by developing high-quality real meat that is slaughter-free, delicious, nutritious, and safer than farm-raised meat, by adopting a factory design intended to offer a sustainable solution for producing a variety of beef, chicken, and pork products, whether as raw materials or final consumer products.
 
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.
 
We are designing our cellular agriculture and bioprinting processes to be modular so that customers can initiate their cultivated meat activities at scales suitable for their specific needs and to grow their activities as their needs evolve. Whether a customer wishes to manufacture cultivated fat or 3D-printed steak, each facility can be adapted to scale-out product capabilities and production volumes.
 
We are developing a fully automated, clean, proprietary process for cultivated meat manufacturing in a controlled, sterile environment, which is expected to significantly increase food safety. Our production facilities will not house a single animal and will contain robust integrated monitoring systems and minimal human interaction, which will greatly reduce the risk of pathogen contamination of the type claimed to have caused the COVID-19 pandemic and numerous other human health crises.
 
We have carefully selected personnel for our management team who possess substantial industry experience, from diverse fields including the food industry, bioprinting, tissue engineering, industrial stem cell growth, and bioprinter and print materials development. We believe this blend of talent and experience in managers who share our core values 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.
 
To achieve our mission, we intend to:
 
Perfect the development of our cultivated meat manufacturing technology and processes.  We intend to continue developing and refining our processes, procedures and equipment until we are in a position to commercialize our technologies, whether by manufacturing final products for consumers (B2C and B2B2C models) or ingredients for industrial use, as well as in outlicensing (B2B models). We are continuing to tackle the technological challenges involved in scaling up both our biological and printing processes to industrial-scale levels.

Commercialize our technologies for use in consumer and business markets. We intend to provide ingredients to business customers for use in consumer products, in order to help meet the growing demand for sustainable, slaughter-free cultivated meat products. For example, manufacturers of meat alternatives, such as vegetarian sausages, may choose to include our cultivated fat biomass in their products, in order to deliver the signature meaty flavors, aromas, and textures of the meat otherwise provided by the conventional meat of species such as chicken, beef and pork. We believe that this combination has the potential to unlock a new level of meat experience.
 
 In addition, we intend to license our production technology as well as provide associated products, such as cell lines, printheads, bioreactors and incubators, and services, such as technology implementation, training, and engineering support, whether directly or through contractors, to food processing and food retail companies.  We intend to charge our customers a production license fee, based upon the amount of meat printed. We expect that each production facility will periodically require us to provide them with our proprietary materials, such as fresh sets of starter cells, for a fee. In addition, other materials used in the production process, such as cell-culture media and additives in our bio-inks may be sourced from third parties. Whether these materials are customized for the specifics of our production processes, or ‘white-labelled’ generic materials, or proprietary materials that we have developed, we may charge a fee for restocking such materials, however we have not yet reached the stage where it would be possible to estimate to what extent this would contribute to any future revenue stream. Finally, we intend to provide paid product implementation and guidance services to our customers looking to establish cultivated meat manufacturing facilities. We expect that each facility licensing our technologies will need to deal with novel challenges and, as a result, will require the assistance of our expert knowledge in order to set up and implement the licensed technologies.

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In addition, we envisage demand for our ingredients in industrial applications other than human consumption, including cosmetics, which involve the extensive use of fat, and pet food. However, our current focus remains the development of cultivated meat and its ingredients for human consumption.
 
Develop additional alternative proteins, such as cultivated fish, to meet growing industry demand. There are substantial technological challenges inherent in expanding our offering beyond cultivated beef, pork and avian technologies to additional alternative proteins, such as cultivated fish.  However, we believe that our experience, know-how and intellectual property portfolio form an excellent basis from which to surmount such challenges. Our first step in this direction was the 2021 acquisition of Peace of Meat, with the aim of developing avian fat for the alternative meat industry, applying proprietary technology to mimic the cellular composition of conventional poultry.
 
Acquire synergistic and complementary technologies and assets.  We intend to optimize our processes and diversify our product range to expand the cultivated meat technologies upon which marketable products can be based, through a combination of internal development, acquisitions and collaborations, with a view to complementing our own processes and diversifying our product range along the cultivated meat production value chain in order to introduce cultivated products to the global market as quickly as possible. See also “- Additional Technologies” below.

The Commercialization Roadmap

The following table sets forth a road map for the expected commercialization of substitutes for conventionally-farmed meat, commencing with fully-plant-based meat-like offerings that are already commercially available but lack the organoleptic properties of meat (primarily flavor, aroma, texture and color), to be followed by hybrid meat products of the type that we are developing, combining real cultivated fat with plant-based protein to offer meatier products with enhanced organoleptic properties, prior to the commercialization of fully-cultivated unstructured meat products, such as hamburgers and minced meat, and lastly fully-cultivated structured meat products, such as 3D-printed steaks.

 
 

We are focusing on developing cultivated fat biomass, primarily for the purpose of commercializing hybrid meat products in the shorter term, and developing the technologies needed for both unstructured and 3D-printed, structured, cultivated meat products.
 
Meat Ingredients for Hybrid and Unstructured Cultivated Products
 
Both we and our Belgian subsidiary, Peace of Meat, continue to develop novel, proprietary, stem-cell-based technologies to produce fat, muscle and connective tissue biomass from multiple species, such as chicken, beef and pork, without harming any animals. We are leveraging this technology, including through novel hybrid food products, to expedite market entry while we develop an industrial process for cultivating and producing real meat, including using three-dimensional bioprinting technology. The first expected application of the technology is in hybrid food products, combining plant-based protein with cultivated animal fat biomass, designed to provide meat analogues with qualities of “meatiness” (taste and texture) closer to that of conventional meat products than currently available. To this end, we have conducted a number of taste tests, where we demonstrated the potential that our cultivated fat biomass has to enhance the taste of plant-based protein products. We believe that a product comprised of as little as 10-25% of our cultivated fat biomass combined with plant-based protein has the potential to enhance meatiness. Our cultivated fat biomass is designed to be free of antibiotics, can provide enhanced fatty acid profiles, and can be tailored to provide personalized nutritional profiles.

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Our fat biomass production technology relies on the use of cells derived from proprietary cell lines. These cells grow naturally in suspension, in high densities. They also proliferate continuously, are relatively large and tend to easily accumulate lipid. This quality of the cells makes them an excellent candidate for producing cultured fat, so we have used them to build a robust cell line, free of genetic modifications, which we are now attempting to upscale towards industrial production volumes. Our most advanced cell line is being built with non-GMO pluripotent stem cells that can differentiate into muscle cells and fat cells, and form connective tissue, which need fewer high-cost media components, such as growth factors, for their development, which is why these cells may have higher growth potential with lower costs than alternative technologies. We have likewise developed the process for isolating, growing and differentiating bovine stem cells into muscle fibers, fat biomass and connective tissue.

 
Single production run of chicken fat biomass.
 
Some of the steps which we are taking in order to keep the growth media cost low include:


Replacing expensive, animal-derived components in cell growth media with chemical replacements, including through in-house production;

Cell line optimizations, e.g. through high-throughput analyses of evolved isolates;

Bioprocess optimization and media recycling;

Upscaled growth factor production, e.g. through hollow fiber bioreactors; and

Long-term market optimization as a result of expected increased demand.

Structured Fully-Cultivated Meat

In addition to meat ingredients for use in hybrid meats and unstructured, cultivated meat, we are developing the technology and processes to produce cultivated meat steak at an industrial scale. We are working to achieve this by creating an end-to-end technology that combines cellular agriculture with bioprinting to produce complex meat structures. We are developing cellular agriculture technology, such as cell lines, and approaches to working with growth media to support the growth of cells such as fat and muscle cells in a scalable process, and have demonstrated an ability to differentiate stem cells into fat and muscle cells. The media will be composed of food-grade ingredients and we expect their growth factors to be similar to those produced naturally in the bodies of cattle, albeit free of fetal bovine serum, traditionally a significant component of cellular growth media that is harvested from animals. We are engaged with experimentation to develop optimal and cost-effective cell culture media, and are exploring a range of types of, and sources for, growth factors suited to cell culture. These sources are expected to be sustainable and ethical, providing a route to enabling effective and cost-effective processes. The processes we are developing are designed to allow cells of interest, following humane tissue extraction from the umbilical cord or biopsy, to be isolated, replicated, grown and maintained in vitro under controlled, laboratory conditions.
 
We are developing proprietary bioprinting and tissue engineering technologies to enable the design and bioprinting of three-dimensional tissues. Our goal is for the meat produced using these technologies to have an authentic texture, flavor, appearance and aroma without being limited to the precise combinations of existing meat tissue (so that fat content of the meat, for example, can be adjusted to amounts other than those occurring naturally in animals, to meet varied consumer preferences for fattier or leaner cuts of meat). We believe the novel processes we are developing have the potential to eventually be competitive with conventional manufacturing technologies for premium products, as large-scale production of meat tissues will create new lines of meat without any unnecessary animal use.
 
In the course of developing our technologies, we intend to develop a large-scale technology demonstration model. We have set forth below an illustration of the process we are developing that we believe, upon completion, will allow us and our customers to develop and manufacture cultivated steaks at industrial scale.
 


 
 

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We are working on slaughter-free meat development processes, including cell proliferation and differentiation, including experiments with stem cell growth media to grow high-density stem cells based solely on compounds produced in laboratory processes.
 
In these experiments, we have developed stem cells able to differentiate into fat or muscle cells, allowing the building of fat tissue and muscle fibers, following on from an isolation process of specific stem cells from sources such as bovine umbilical cords or muscle tissue. While preparing our 3.67 oz. steak, these cells were nourished with nutritional compounds that we developed as a growth medium to direct their differentiation into fat tissue or muscle tissue as needed.
 
Cell source for cultured meat products
 
The process of industrial scale meat printing necessitates the isolation and development of cells able to produce both animal  muscle and fat tissues. Our proprietary cell lines are isolated from various sources harboring these properties, for example embryonic stem cells (stem cells isolated from embryos at a very early development stage), adult stem cells isolated from various adult tissues (e.g., fat and muscle tissues) and stem cells isolated from the umbilical cord immediately following birth. Each of these cells has advantages and disadvantages and their adaptation to our robust meat production process is currently being evaluated.

Bioreactors

We are using software-controlled bioreactors to foster cell proliferation. The initial growth phase leverages exponential growth of stem cells to achieve sufficient cell volumes for food production. These stem cells undergo differentiation into multiple cell types, such as muscle and fat, as well as cell maturation, where cells continue to proliferate, spread and, for printed cells, produce the extra-cellular matrix which transforms the dispersed printed cells into a whole tissue.
 
We are in the process of developing cell-culturing processes and protocols for use in bioreactor systems. Such bioreactor systems will enable monitoring and control of growth parameters, as well as testing and development of efficient and economical cell-growth processes in industrial breeding containers. Separate from the bioreactor development process, we have commenced development of a cell-suspension growth process. This growth process is different from cell growth on laboratory plates. We expect that the newly-developed processes may allow cell growth on a scale needed for industrial-scale meat development. We have already developed a cell-suspension growth process using chicken and beef cells, in the course of developing both structured and unstructured products.

Our Bio-Inks

Structured, three-dimensional printed products require the use of bio-inks, which are printable biological materials produced from the biomass developed in our bioreactors, as well as scaffolding inks that may be non-biological in origin. Bioinks produced differ in their differentiation potential into muscle, fat and connective tissue. In this step, our bio-inks are printed in thin layers in the desired combination, providing creative control over the steak design, in a process that maintains the ongoing viability of the bio-ink cells. As the printed layers are composed of viable cells, they are then able to join together in an incubator with the help of bonding agents that serve as a scaffold, forming three-dimensional tissues. We are in the process of optimizing the characteristics of our proprietary bio-inks, including composition, motility, viscosity, temperature, structural stability, density and jettability, or the ability to be dispersed by a printer, as well as the factors helping the cells to connect in three-dimensional tissues.
 
To date, we have produced and manufactured bio-inks designed to create fat and muscle cells and tissues.  We have also built and successfully tested a three-dimensional prototype digital bio-ink printer for printing cultivated meat cells, as well as supporting systems, with a view to developing industrial bio-print heads for the purpose of large-scale printing.

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Proprietary Bioprinting
 
Bioprinting is a process of fashioning a specific type or types of native or manipulated cells configured to form the edible tissue analog, by depositing scaffolding material mixed with cells and other bio-inks using an inkjet-style printer with drop-on-demand capabilities, where inks are dispensed only where needed.
 
The image below depicts a potential laboratory model that we could use for the development and production of cultivated meat steaks.

 

 
Once the tissue is bioprinted, the culture is transferred to an incubator, where, in addition to providing nutrients and other chemical and biological agents, the systems provided may physically manipulate the tissues to increase differentiation (the process by which a cell changes from one type to another) and adjust the physical properties of the extracellular matrix, or ECM. The ECM is a three-dimensional network of very large molecules, such as collagen, that provide structural and biochemical support to surrounding cells. Collagen is the ECM of a scaffold that contains nutrients, adherents, and essential growth factors for the surrounding cells, supporting the development growth of complex muscle tissues in living animal bodies. Building muscle tissues in vitro requires the development of artificial scaffolds. Plants are an obvious candidate for artificial scaffolding, as plant fiber is similar in composition to collagen fiber.
 
To date, we have printed several cell types, which coalesced into fat and muscle tissue grown in our laboratory. To the best of our knowledge, this is the first digital bio-ink printing of food (using a bioprinter developed in-house for industrial use) to coalesce living tissue made up of several different cells that can be derived from a live cow. We observed that the digital printer arranged the cells in space as planned, with coalescence observed both between different cells and between cells and their environment, both of which are essential for tissue formation. 

Cultivated Steak Scaffolding
 
Growing three-dimensional meat presents a unique challenge. Typically, animal cells must remain within 200 microns of a nutrient supply in order to survive. This is little more than the width of a human hair and is known as the diffusion limit. It is the reason that cells grow along the surface of a petri dish, rather than forming vertical piles.
 
In the next step of the process we are developing, we intend to build a scaffold to support the growth of three-dimensional meat. A “scaffold”, or “biocompatible scaffolding”, refers to an engineered platform having a predetermined three-dimensional structure, which mimics the environment of the natural extracellular material, or ECM, provides short-term mechanical support for the tissue culture, and provides an increased surface area for cell adhesion, proliferation, migration, and differentiation, eventually leading to accelerated tissue formation. We are developing technology to allow for the formation of a composite scaffold.
 
Modularity
 
We are focused on developing a process that will allow our food technology customers to operate a high-throughput manufacturing process for high-quality, healthy meat. Our cellular agriculture and bioprinting processes are being designed to be modular, in that they can work using different sizes of factory.  We believe we could license our technology to customers with industrial plants close to urban areas seeking to provide ‘just in time’, logistically-efficient, local, and premium cellular agriculture. In addition, we believe a licensee of our technology could build a plant in a locality that does not have the resources needed for industrial animal husbandry, allowing places like the United Arab Emirates, Hong Kong or Singapore to potentially become more agriculturally independent, thus increasing food security. As costs continue to decrease, we believe licensees of our technology could also build production facilities in localities where there is high agricultural seasonality or desertification risk.
 
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Illustration of a contemplated cultivated meat manufacturing plant.
 


Clean Energy
 
We are developing processes intended to achieve high-volume manufacturing capabilities in line with the needs of today’s value-added food processors and other meat and food industry players. To this end, we are working on processes to scale up production, starting with stem cells. We expect high-volume stem cell production to feed into differentiation bioreactors that are dedicated to producing fat and muscle cells. These cells are the key input for our downstream productization stages.
 
The processes we are developing are advanced biotechnological processes, intended to produce meat in a clean environment with minimal environmental impact. We envision factories utilizing our technologies that exist in greater harmony with their environment than typical current factories, supporting sustainability, utilizing renewable energy sources, and recycling or treating their own waste.
 
Additional Technologies
 
We may incorporate novel bioreactor technologies that benefit cellular agriculture and the development of low-cost cell culture media not based on fetal bovine serum.
 
We also plan to add cell line types to expand the development of cultivated meat to other types of animals, as well as achieving market penetration in the shortest timeframe possible, thus realizing the great potential in the market. We are developing cultivated meat, both unstructured hybrid products and structured, three-dimensional printed products, with an initial emphasis on bovine and porcine cells, while our subsidiary Peace of Meat is developing cultivated avian fat, initially for use in hybrid products. We estimate that the first hybrid products based on Peace of Meat technology may enter the market as early as 2025. Beyond hybrid products, cultivated fat is expected to be a component in other fat-based products (edible and otherwise), and an integrated component in MeaTech’s printing technology. We are working to create synergy and added value to the cultivated meat market, while sustaining animal welfare and meeting the growing global demand for meat.
 
Sales and Distribution
 
We do not yet have any sales, marketing or distribution infrastructure or capabilities. In the event that we complete development of our technologies and secure adequate funding, we intend to consider commercialization collaborations, where appropriate.
 
We have engaged in a consulting agreement with the Adom Group, or Adom, under which Adom serves as a consultant for the development of our operations in the cultivated meat production industry, and will assist us in penetrating the markets in which Adom operates in Europe and South America. Under the agreement with Adom, we granted Adom first refusal rights for establishing a production plant using the technology that we are developing, in any or all of Israel, Poland, Argentina and Brazil. According to the terms of the agreement, should Adom induce a leading producer in the local meat industry in the target country to invest in us at least $1 million and engage with the producer to establish a production plant franchise based on our technologies, we will grant Adom and the franchisee first refusal rights for production in that target country, subject to the completion of certain fundraising milestones, by or in conjunction with Adom.
 
Apart from end consumers in B2C and B2B2C models of branded products, we believe that our ideal business customers will be value-added food processors and retailers that wish to benefit from cultivated meat manufacturing capabilities. We intend to provide our corporate customers with a solution to these needs in the form of highly-automated, cleaner, ‘just-in-time’ manufacturing of cultivated meat products using a repeatable, consistent manufacturing process. Our goal is for our customers to be able to streamline their meat supply chain, introduce greater manufacturing flexibility, and locate their cultivated meat production facilities closer to the point of retail or consumption.
 
We intend to provide our business licensees with assistance in constructing facilities to employ our proprietary technology and processes. We expect that we will need to collaborate with third parties to obtain and make available to our customers the expertise necessary to provide this assistance. In addition, we intend to procure the equipment our licensees need to deploy our proprietary technology and processes from third-party providers. Some equipment, such as piping, clean rooms, and packing and freezing equipment, are standard industry equipment and can be sourced on open markets. Other equipment such as bioreactors and our proprietary bioprinters, will need to be produced by contract manufacturers.
 
Intellectual Property
 
We have sought and continue to seek patent protection as well as other intellectual property rights for our products, processes and technologies in the United States and internationally. Our policy is to pursue, maintain, expand, protect and defend our patent rights and trade secrets, which we believe enable us to deliver long-term protection for the proprietary technologies, inventions and improvements that are commercially important to the development of our business.
 
We have a growing portfolio of 14 provisional and non-provisional patent applications with the USPTO and WIPO filed through the PCT. A provisional patent application is a preliminary application, and establishes a priority date for the patenting process of inventions disclosed therein.
 
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Our existing patent portfolio can currently be divided into two main areas:
 
Mechanical: covering printer components and peripherals used in the fabrication of the tissue cultures with two PCT applications filed:
 
The first is directed to print heads operable in a bioprinting systems for the fabrication of edible biostructures using drop-on-demand, the print heads specifically designed to accommodate bio fluids of suspended systems without causing demixing, while still delivering bio fluids with high accuracy and precision. The provisional application was filed in March 2020. Research, development and engineering of the technology is ongoing. A Go/No-go decision regarding entry to national stage is expected in September 2022.
 
The second is a PCT application directed to systems and methods of physically manipulating a resilient container (bladder) of bioprinted tissue culture having non-random three dimensional cell structure over 4 dimensions, namely elongation, compression, torsion and shear, to modulate the tissue and achieve the desired texture for each meat type. The PCT Application was filed in September 2020, with entry to national stage in March 2022. Research, development and engineering of the technology is ongoing.
 
Biological: covering initial materials used in the process and the methods for their use in the bioprinted tissues with two PCT applications and two provisional applications filed.
 
One PCT application is directed to methods for harvesting ICM from bovine blastocysts, the systems used to implement the methods with the disclosed compositions, are used to culture the harvested inner cell mass (ICM) for embryonic stem cells (ESC) for the formation of tissue cultivated to emulate tissues and/or organs for (non-vegan) food consumption. The PCT application was filed in January 2021 under the PCT, with publication due in July 2022.
 
Another pending provisional is directed to methods and compositions for the xeno-free propagation of bESC on bovine umbilical stem cells (bUCSC), derived from a bovine umbilical cord. The provisional application was filed in January 2021, and the PCT application in January 2022. 
 
The second pending provisional application is directed to the use of plant-based lecithins and/or their components as a differentiation drivers for use in selectively promoting adipocytes differentiation by exposing MSCs post spontaneous immortalization, to the plant lecithins and/or their components for production of cultured fat ex-vivo. The Application was filed in August 2021. A Go/No Go decision concerning filing of the non-provisional application is expected in the second quarter of 2022.
 
Additional provisional applications are directed to spherified substrate layer, for bioprinting and myogenic differentiation enhancers.
 
In addition to patent applications, we maintain trade secrets covering know-how and proprietary information relating to our core technologies and make practicable efforts to protect our confidential trade secrets.  To this end, we require our employees engaged in the development of intellectual property to enter into confidentiality agreements prohibiting the disclosure of confidential information and further, require disclosure and assignment of any inventions and associated intellectual property rights that are important to our business. Additionally, we require all entering employees to represent they are not bringing in, or are using any third party’s Trade Secrets. We have also registered our name and logo as registered trademarks in the United States, and maintain ongoing rights to our domain name.
 
While our policy is to obtain patents by application, license or otherwise, to maintain trade secrets and to seek to operate without infringing on the intellectual property rights of third parties, technologies related to our business have been rapidly developing in recent years. Additionally, patent applications that we may file or license from third parties may not result in the issuance of patents, and our current or future issued patents may be challenged, invalidated or circumvented. Therefore, we cannot predict the extent of claims that may be allowed or enforced against our patents, nor be certain of the priority of inventions covered by pending third-party patent applications. If third parties prepare and file patent applications that also claim technology or therapeutics to which we have rights, we may have to engage in proceedings to determine priority of invention, which could result in substantial costs to us, even if the eventual outcome is favorable. Moreover, because of the extensive time required for clinical development and regulatory review of products we may develop, it is possible that the patent or patents on which we rely to protect such products could expire or be close to expiration by the commencement of commercialization, thereby reducing the value of such patent. Loss or invalidation of certain of our patents, or a finding of unenforceability or limited scope of certain of our intellectual property, could also have a material adverse effect on us. See “Risk Factors — Risks Related to our Intellectual Property and Potential Litigation.”

Competition
 
We expect that demand for our cultivated meat manufacturing plants will be driven by consumer demand for alternative proteins and, more specifically, consumer acceptance of cultivated meat as the alternative protein of choice.  We believe we will compete with other cultivated meat manufacturers, alternative protein manufacturers, and the conventional meat industry as a whole.  We expect to directly compete with companies licensing know-how or otherwise enabling the establishment of cultivated meat manufacturing plants. We are aware of certain companies that have announced plans to provide their cultivated meat technology on a B2B basis, however we are not currently aware of a potential competitor focusing on complex, industrial-scale, bioprinted, high-value real meats, such as steak.

35

 
Companies such as Upside Foods and Mosa Meat are focused on producing red meats, BluNalu, Inc. on fish and Shiok Meats on crustaceans. There are different companies working on culturing varying cell types, such as chicken, pork, kangaroo and foie gras. This push on scaling-up cellular agriculture can serve as a solution to the scale and environmental challenges confronting traditional meat production. Other alternative protein competitors such as Beyond Meat and Impossible Foods, Inc. are already selling plant-based meat substitutes, but to the best of our knowledge, these companies are not focused on the production of real meat products produced with animal cells.
 
Companies Developing Vegetable and Insect Protein Alternatives
 
There are numerous companies focused on developing meat substitutes. In order for a product to achieve commercial acceptance as an alternative to meat, it must have an appearance, taste, smell and nutritional values ​that are similar enough to the type of meat that it seeks to replace or with which it seeks to compete. These meat substitute companies generally employ proprietary formulae for manufacturing, based wholly on ingredients of plant origin. In addition, we are aware of several companies developing insect-protein production capabilities, employing among other insects, flies, larvae and grasshoppers.
 
Companies Developing Cultivated Meat
 
The cellular agriculture meat sector is in early stages of development. The sector is currently primarily comprised of companies developing a full technology stack from developing cell lines to scaling up cellular cultivation, developing media, and researching the food technology aspects of the final product. Market dynamics have led to a large number of companies operating in this manner. We are aware of approximately 80 companies operating in the cell-based field, several of whom are developing cellular agriculture for ground-meat alternatives and appear to be progressing with their technological development. Some have indicated readiness to bring cell-based meat products to market as early as 2022 through 2023. We do not believe that any companies in this space have already developed the capability to produce industrial quantities at prices low enough to compete on a dollar-per-pound basis against conventionally-harvested meat.

A number of larger companies have begun engaging in this sector. For example, companies such as Merck & Co., Inc. and Lonza Group AG are currently investing in capabilities to accommodate the market’s desire for change in the cell culture media market. Additionally, a number of bioreactor companies are rumored to be interested in the cellular agriculture market opportunity. Over time, we expect that larger players will continue to increase their exposure to cellular meat production either by selling to, or collaborating with, the many start-ups in the space.
 
Currently cellular agriculture companies are for the most part paving their own path, with a goal of producing meat cells suitable as a replacement for ground meat. The ground meat type of cellular product may also be suitable as an ingredient in a hybrid plant-based food product. The cell-types relevant to this effort are primarily muscle and fat cells. What exactly these cell-based companies will offer is likely to be affected by consumer expectations and underlying cost structures. We believe these companies may have to mix their cellular meat product with plant-based ingredients in the interests of cost or appearance.
 
Companies Developing Structured Cultivated Meat Products
 
To our knowledge, there is currently no other company focused on the scaling up of three-dimensional bioprinting. However, there are companies attempting to produce steaks by means of other approaches, such as growing bovine cells including fat, muscle and connective tissue on a pre-prepared scaffold, in order to create a contiguous piece of meat, which has so far yielded steaks.

Government Regulation
 
Regulators around the world are in the process of developing a regulatory approval process for cultured meat. Cultured meat is not yet generally commercially available, but technologies like ours are anticipated to facilitate the imminent scaling up of cultured meat production. In general, cultured meat production is expected to be subject to extensive regulatory laws and regulations in the United States and in other jurisdictions such as Canada, Japan, the European Union and the United Kingdom. In the United States, existing food safety requirements are expected to apply. Additional details are being developed at the FDA and USDA pursuant to a Memorandum of Understanding, or MOU, published by the FDA and USDA on March 7, 2019 entitled “Formal Agreement to Regulate Cell-Cultured Food Products from Cell Lines of Livestock and Poultry.” For example, FDA anticipates publishing Draft Guidance on premarket safety oversight by December 31, 2022, and in September 2021 USDA published an Advance Notice of Proposed Rulemaking (ANPR), indicating that USDA will be developing new labeling requirements for foods under its jurisdiction produced through cell culture technology.  
 
Under the MOU — which is expected to affect our customers producing cultured meat — the two agencies will operate under a joint regulatory framework wherein FDA will oversee cell collection, cell banks, and cell growth and differentiation. A transition from FDA to USDA oversight will then occur during the cell harvest stage, at which point the USDA will oversee the production and labeling of cultured meat. The USDA will be advancing new labeling requirements. To the best of our knowledge, the regulatory approval details under development, including the Draft Guidance on FDA premarket oversight, are not expected to apply to our business directly, but they are instructive as to the regulatory requirements our cultured meat production customers are expected to face and their expectations of us, in the form of customer assurances, regarding our product.

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At this time, our business is limited to developing cultured meat production technology (i.e., bioprinters) that will be marketed to cultured meat producers, and that of Peace of Meat is limited to developing cultured meat ingredients (such as cultured avian fat). In the United States, and consistent with the Federal Food, Drug and Cosmetic Act, Federal Meat Inspection Act, and Poultry Products Inspection Act, food ingredient manufacturers (like Peace of Meat) must comply with the FDA’s food production requirements under the FDCA, as amended by the Food Safety Modernization Act, or the FSMA, to ensure that the food is safe, and the USDA's requirements that the ingredients, when used in USDA-regulated meat and poultry products, are effective and suitable for their intended use.
 
In addition, production equipment manufacturers must ensure that their products do not contribute to the production of adulterated food. The regulatory obligation falls on the food manufacturer to ensure that all food produced — including cultured meat — is wholesome and not adulterated. Therefore, when sourcing food processing equipment, such as the three-dimensional bioprinter we are developing, our customers will request assurances that the bioprinter is safe for its intended use and will not result in the production of adulterated food. We intend to monitor developments at the FDA and USDA in connection with the aforementioned FDA-USDA MOU to determine whether any specific requirements or recommendations are published with specific regard to cultured meat equipment manufacturers.
 
In the United States, we expect companies manufacturing cultured meat products to be subject to regulation by various government agencies, including the FDA, USDA, and the FTC. Equivalent foreign regulatory authorities include the Canadian Food Inspection Agency, the Japanese Food Safety Commission, the European Food Safety Authority and authorities of the EU member states, the State Food and Drug Administration of China and the Singapore Food Agency. These agencies, among other things, prescribe the requirements and establish the standards for food quality and safety, and regulate various food technologies, including alternative meat product composition, ingredients, manufacturing, labeling and other marketing and advertising to consumers.
 
We expect that federal, state and foreign regulators will have the authority to inspect our customers’ facilities to evaluate compliance with applicable food safety requirements. Federal, state, and foreign regulatory authorities also require that certain nutrition and product information appear on the product labels of our customers’ food products and, more generally, that such labels be truthful and non-misleading and that marketing and advertising be truthful, non-misleading and not deceptive to consumers.
 
As the cell-based agriculture industry is young and its regulatory framework is emerging and evolving, legislation and regulation may evolve to raise barriers to our go-to-market strategies.
 
In addition to federal regulatory requirements in the United States, certain states impose their own manufacturing and labeling requirements. For example, states typically require facility registration with the relevant state food safety agency, and those facilities are subject to state inspections as well as federal inspections. Further, states can impose state-specific labeling requirements. In the U.S., USDA will be developing new labeling requirements for foods under its jurisdiction produced through cell culture technology as noted in an Advance Notice of Proposed Rulemaking (ANPR) published in September 2021.
 
We are subject to labor and employment laws, laws governing advertising, privacy laws, safety regulations and other laws, including consumer protection regulations that regulate retailers or govern the promotion and sale of merchandise. Our operations are subject to various laws and regulations relating to environmental protection and worker health and safety matters. We monitor changes in these laws and believe that we are in material compliance with applicable laws.
 
Environmental, Health and Safety Matters
 
We, our agents and our service providers, including our manufacturers, may be subject to various environmental, health and safety laws and regulations, including those governing air emissions, water and wastewater discharges, noise emissions, the use, management and disposal of hazardous, radioactive and biological materials and wastes and the cleanup of contaminated sites. We believe that our business, operations and facilities, including, to our knowledge, those of our agents and service providers, are being operated in compliance in all material respects with applicable environmental and health and safety laws and regulations. Based on information currently available to us, we do not expect environmental costs and contingencies to have a material adverse effect on us. However, significant expenditures could be required in the future if we, our agents or our service providers are required to comply with new or more stringent environmental or health and safety laws, regulations or requirements.
 
Except as stated above, we are not aware of any environmental risks related to our operations, and therefore, we do not believe that environmental regulations will have a significant effect on us. However, in the future, we may be required to meet environmental protection standards or regulations which could have a material impact on our activities, activities, profitability and ability to remain competitive.
 
37


C. Organizational Structure
 
Our subsidiaries and the countries of their incorporation are as follows:
 
Name
 
Jurisdiction of
Incorporation
 
 
Parent
 
% Ownership
 
MeaTech U.S., Inc.
   
Delaware, U.S.
   
MeaTech 3D Ltd.
   
100
%
MeaTech MT Ltd.
   
Israel
   
MeaTech 3D Ltd.
   
100
%
MeaTech Europe BV
 
 
Belgium
 
 
MeaTech 3D Ltd.
 
 
100
%
Peace of Meat BV
 
 
Belgium
 
 
MeaTech Europe BV
 
 
100
%
 
D. Property, Plant and Equipment
 
Our office and laboratory are located at 5 David Fikes St., Rehovot, Israel. The laboratory and office space total approximately 18,300 square feet. The lease for this facility will expire in January 2026, although we have an option to renew it for four years, and the annual rent (including parking fees) is approximately $0.7 million, linked to the Israeli CPI.
 
 
ITEM 4A.
UNRESOLVED STAFF COMMENTS
 
None.

 
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
The following “Operating and Financial Review and Prospects” should be read together with the information in our financial statements and related notes included elsewhere in this Annual Report. The following discussion is based on our financial information prepared in accordance with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, which may differ in material respects from generally accepted accounting principles in other jurisdictions, including U.S. GAAP. The following discussion includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those described in “Risk Factors” and elsewhere in this Annual Report. Please also see “Forward-Looking Statements.”

For a discussion of our results of operations for the year ended December 31, 2020, including a comparison between 2020 and 2019, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Year Ended December 31, 2020 Compared to Year Ended December 31, 2019” in our annual report on Form 20-F filed on April 21, 2021.

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A. Operating Results
 
Revenues

To date, we have not generated any revenue since we commenced our cultured meat operations.  We do not expect to receive any revenue unless and until we complete development of and successfully commence out-licensing our technologies, or until we receive revenue from a collaboration or other partnership such as a co-development agreement, or the acquisition of a company that generates revenues.  There can be no assurance that we will be successful in developing or ultimately commercializing our technologies, in establishing revenue-generating collaborations or acquiring revenue-generating companies.

Research and Development Expenses

Research and development activities are our primary focus. We do not believe that it is possible at this time to accurately project total expenses required for us to reach the point at which we will be ready to out-license our technologies. Development timelines, the probability of success and development costs can differ materially from expectations. In addition, we cannot forecast whether and when collaboration arrangements will be entered into, if at all, and to what degree such arrangements would affect our development plans and capital requirements. We expect our research and development expenses to increase over the next several years as our development program progresses. We would also expect to incur increased research and development expenses if we were to identify and develop additional technologies.
 
Research and development expenses include the following:
 

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, such as materials, incurred in operating our laboratories and equipment; and
 

costs associated with regulatory compliance.
 
We recognize research and development expenses as we incur them.

Marketing Expenses
 
Marketing expenses consist primarily of professional services, personnel costs, including share-based compensation related to employees, and business development, public relations and investor relations services.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel costs, including share-based compensation related to directors and employees, corporate costs (such as insurance), facility costs, patent application and maintenance expenses, and professional service costs, including legal, accounting, audit, finance and human resource services, and other consulting fees.

Public Listing Expenses

Based on the reverse acquisition method, the assets and liabilities of MeaTech (the acquirer for accounting purposes) were recognized in our financial statements at their book value at the date of closing of the merger in January, 2020. The acquisition consideration, in the amount of $11.4 million, was set based on the closing price of Ophectra's shares on the Tel Aviv Stock Exchange on the date of closing of the Merger, while any surplus proceeds of the acquisition over the fair value of Ophectra’s net assets (excluding its net assets that were transferred to a settlement fund as described in “- Merger” above) were recognized in profit or loss as public listing expenses in the amount of $10.2 million, that did not affect cash flow.
 
Finance Expenses (income), Net
 
Finance expenses (income), net, consisted primarily of a change in the fair value of financial instruments mandatorily measured at fair value through profit or loss, and exchange rate fluctuations. 
 
Income Taxes

We have yet to generate taxable income. As of December 31, 2021, our operating tax loss carryforwards were approximately $18.2 million.

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Results of Operations

Our results of operations have varied in the past and can be expected to vary in the future due to numerous factors.  We believe that period-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as indications of future performance. 
 
Below is a summary of our results of operations for the periods indicated (in thousands):

   
Year Ended December 31,
 
   
2021
   
2020
 
             
Operating expenses:
           
Research and development expenses          
 
$
7,594
   
$
2,491
 
Marketing expenses          
   
1,628
     
506
 
General and administrative expenses          
   
8,010
     
5,380
 
Public listing expenses          
   
-
     
10,164
 
Loss from operations          
 
$
17,232
   
$
18,541
 
Finance income          
   
509
     
110
 
Finance expense          
   
1,299
     
93
 
                 
Finance expense (income), net          
   
790
     
(17
)
Net loss          
 
$
18,022
   
$
18,524
 

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
 
Research and development expenses

Research and development expenses increased by approximately $5.1 million, or 205%, to approximately $7.6 million for the year ended December 31, 2021, compared to $2.5 million for year ended December 31, 2020. The increase resulted mainly from payroll expenses, materials and professional services expenditures related to our cultured meat research and development operations.
The increase reflects MeaTech’s growing investment in research and development as it achieves its milestones and expands its cultured meat technology capabilities.

Marketing expenses
 
Marketing expenses increased by approximately $1.1 million, or 222%, to approximately $1.6 million for the year ended December 31, 2021, compared to $0.5 million for year ended December 31, 2020. The increase resulted mainly from professional services, personnel costs, including share-based compensation related to employees, and business development, public relations and investor relations services.

General and administrative expenses
 
General and administrative expenses increased by approximately $2.7 million, or 49%, to approximately $8.0 million for the year ended December 31, 2021, compared to approximately $5.4 million for the year ended December 31, 2020. The increase resulted mainly from personnel costs, corporate expenses, professional services (such as legal and audit fees) and operating expenditures.

Net loss
 
Net loss decreased by approximately $0.5 million to approximately $18.0 million for the year ended December 31, 2021, compared to $18.5 million for the year ended December 31, 2020. Net of the $10.2 million non-cash public listing expense that the Company recorded in 2020 in connection with its reverse merger into a TASE-traded shell company, the net loss increased by approximately $9.7 million, or 116%, driven mainly by increased research and development and general and administrative expenses.

Critical Accounting Policies

      We describe our significant accounting policies and estimates in Note 3 to our annual financial statements contained elsewhere in this annual report. We believe that these accounting policies and estimates are critical in order to fully understand and evaluate our financial condition and results of operations.
 
              We prepare our financial statements in accordance with IFRS as issued by the IASB.

      In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of our accounting policies and the reported amounts recognized in the financial statements. On a periodic basis, we evaluate our estimates, including those related to share-based compensation and derivatives. We base our estimates on historical experience, authoritative pronouncements and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

40

 
Recently-Issued Accounting Pronouncements

      Certain recently-issued accounting pronouncements are discussed in Note 3, Summary of Significant Accounting Policies, to the consolidated financial statements included in elsewhere in this registration statement, regarding the impact of the IFRS standards as issued by the IASB that we will adopt in future periods in our consolidated financial statements.

Emerging Growth Company Status
 
      We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
 

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 Critical Audit Matters 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.

      We may take advantage of these exemptions for up to five years or until such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of: (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; (iii) the date on which we are deemed to be a large accelerated filer under the rules of the SEC; or (iv) the last day of the fiscal year following the fifth anniversary of our initial Nasdaq offering of March 2021. We may choose to take advantage of some but not all of these exemptions. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Given that we currently report and expect to continue to report our financial results under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.
 
B. Liquidity and Capital Resources
 
Since the commencement of our cultured meat operations, we have not generated any revenue and have incurred operating losses and negative cash flows from our operations. We have funded our operations primarily through the sale of equity securities. From the inception of MeaTech through December 31, 2021, we raised an aggregate of $42.3 million in four rounds of private placements of our securities and our initial public offering of securities on Nasdaq, and $6.0 million in proceeds from option exercises. As of December 31, 2021, we had $19.2 million in cash and cash equivalents.
 
The table below shows a summary of our cash flows for the periods indicated:

   
Year Ended December 31,
 
   
2021
   
2020
 
             
Net cash used in operating activities          
 
$
(13,960
)
 
$
(3,832
)
Net cash used in investing activities          
   
(9,340
)
   
(1,875
)
Net cash provided by financing activities          
   
29,023
     
17,345
 
Net increase in cash and cash equivalents          
 
$
5,723
   
$
11,638
 

 
41


Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
 
Net cash used in operating activities

Net cash used in operating activities increased by $10.1 million, or 264%, to approximately $14.0 million for the year ended December 31, 2021 compared to approximately $3.8 million for the year ended December 31, 2020. This increase was due to the increase in net loss.
 
Net cash used in investing activities

Net cash used in investing activities increased by $7.5 million, or 398%, to approximately $9.3 million for the year ended December 31, 2021 compared to $1.9 million for the year ended December 31, 2020.  This increase was driven mainly by our investment in Peace of Meat and our acquisition of laboratory equipment and other fixed assets.

Net cash provided by financing activities
 
Net cash provided by financing activities increased by $11.7 million, or 67%, to approximately $29.0 million for the year ended December 31, 2021 compared to $17.3 million for the year ended December 31, 2020. This increase was driven mainly from the Company’s initial Nasdaq public offering and issuance of shares and warrants, and receipt of proceeds from the exercise of share options.

We have incurred losses and cash flow deficits from operations since the inception of MeaTech, resulting in an accumulated deficit as of December 31, 2021 of approximately $37 million. We anticipate that we will continue to incur net losses for the foreseeable future. We believe that our existing cash and cash equivalents will be sufficient to fund our projected cash needs through the fourth quarter of 2022. We do not currently have any specific commitments or plans for acquisitions; to the extent we do engage in acquisitions, we will do so after ensuring that we will have sufficient funds available to meet our capital requirements, and such acquisitions are likely to affect our projected cash needs. To meet future capital needs, we would need to raise additional capital through equity or debt financing or other strategic transactions. However, any such financing may not be on favorable terms or even available to us. Our failure to obtain sufficient funds on commercially acceptable terms when needed would have a material adverse effect on our business, results of operations and financial condition. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and the actual amount of our expenses could vary materially and adversely as a result of a number of factors. We have based our estimates on assumptions that may prove to be wrong, and our expenses could prove to be significantly higher than we currently anticipate.
 
Our future capital requirements will depend on many factors, including, but not limited to: 
 

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.

Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through capital raising or by out-licensing and/or co-developing applications of one or more of our product candidates. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available on favorable terms, or at all, we may be required to delay, reduce the scope of or eliminate research or development efforts or plans for commercialization with respect to our technologies and make necessary change to our operations to reduce the level of our expenditures in line with available resources.

42

 
We are a development-stage technology company and it is not possible for us to predict with any degree of accuracy the outcome of our research and development efforts. As such, it is not possible for us to predict with any degree of accuracy any significant trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net loss, liquidity or capital resources, or that would cause financial information to not necessarily be indicative of future operating results or financial condition. However, to the extent possible, certain trends, uncertainties, demands, commitments and events are described herein.
 
Since inception, we have incurred significant losses and negative cash flows from operations and have an accumulated deficit of USD 37 million. We have financed our operations mainly through fundraising from various investors.
 
Our management expects that we will continue to generate losses and negative cash flows from operations for the foreseeable future, including as a result of material expenses such as leasing expenses (see “Item 4. —D. Property, Plant and Equipment”). Based on the projected cash flows and cash balances as of December 31, 2021, our management is of the opinion that our existing cash will be sufficient to fund operations until the fourth quarter of 2022. As a result, there is substantial doubt about our ability to continue as a going concern.
 
Management’s plans include continuing to secure sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If we are unsuccessful in securing sufficient financing, we may need to cease operations.
 
Our financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should we fail to operate as a going concern.
 
Quantitative and Qualitative Disclosures About Market Risk

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled in cash. Cash flow forecasting is performed in our operating entities and aggregated at a consolidated level. We monitor forecasts of our liquidity requirements to ensure we have sufficient cash to meet operational needs. We may be reliant on our ability to raise additional investment capital from the issuance of both debt and equity securities to fund our business operating plans and future obligations.
 
Credit risk
 
Credit risk is the risk of financial loss to us if a debtor or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from our receivables.
 
As part of an agreement with Therapin from May 2020, we agreed to convert an NIS 7.25 million investment in Therapin made by Ophectra and assumed by us at the Merger, into an interest-free loan, to be repaid by the latter at a rate of NIS 0.48 million per annum for ten years (NIS 4.8 million in total) plus NIS 2.45 million to be paid upon an exit event, including a public offering, or repayment of 14.74% of any distributable surplus or dividend distributed by Therapin, up to the amount of the outstanding balance, as detailed in our separation agreement with Therapin. As part of the agreement, Therapin gave us an option to convert the cash payment to equity of Therapin. Therapin has not provided any guarantees in connection with its repayment of our loan.
 
We restrict exposure to credit risk in the course of our operations by investing only in bank deposits.
 
Equity price risk
 
As we have not invested in securities riskier than short-term bank deposits, we do not believe that changes in equity prices pose a material risk to our holdings. However, decreases in the market price of our ordinary shares or ADSs could make it more difficult for us to raise additional funds in the future or require us to raise funds at terms unfavorable to us.
 
Foreign Currency Exchange Risk

Currency fluctuations could affect us primarily through increased or decreased foreign currency-denominated expenses. Currency fluctuations had a material effect on our results of operations during the year ended December 31, 2021, although not in the year ended December 31, 2020.
 
43


C. Research and development, patents and licenses, etc.
 
For a description of the Company’s research and development policies for the last three years, see “Item 4.—Information on the Company—Business Overview—Intellectual Property.”
 
D. Trend Information
 
Not applicable.
 
E. Critical Accounting Estimates
 
     Critical accounting estimates are those estimates made in accordance with IFRS that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. For further information, see Note 2E to our annual consolidated financial statements included in this Annual Report on Form 20-F.
 
44

ITEM 6.          DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
A. Directors and Senior Management
 
The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this Annual Report on Form 20-F. Unless otherwise stated, the address of our executive officers and directors is MeaTech 3D Ltd., 5 David Fikes St., Rehovot 7638205, Israel.
 
Name
 
Age
 
Position
         
Executive Officers:
       
Arik Kaufman          
 
41
 
Chief Executive Officer
Omri Schanin          
 
32
 
Deputy Chief Executive Officer
Guy Hefer          
 
40
 
Chief Financial Officer
Dan Kozlovski          
 
37
 
Chief Technologies Officer
Non-Employee Directors:
       
Yaron Kaiser          
 
44
 
Chairman of the Board of Directors
David Gerbi(1)(2)(3)          
 
42
 
Director
Eli Arad(1)(2)(3)          
 
49
 
Director
Sari Singer(1)(2)(3)          
 
42
 
Director
 

(1)
Member of the Audit Committee

(2)
Member of the Compensation Committee

(3)
Independent director as defined under Nasdaq Marketplace Rule 5605(a)(2) and SEC Rule 10A-3(b)(1).
 
Executive Officers
 
Arik Kaufman, Chief Executive Officer
 
Arik Kaufman has served as our Chief Executive Officer since January 2022. He has founded various Nasdaq- and TASE-traded foodtech companies, and currently serves as director of Wilk Technologies Ltd.  He is also a founding partner of the BlueSoundWaves collective, led by Ashton Kutcher Guy Oseary and Effie Epstein, which recently partnered with MeaTech to assist in attempting to accelerate the Company’s growth. Mr. Kaufman holds extensive personal experience in the fields of food-tech and bio-tech law, and has led and managed numerous complex commercial negotiations, as part of local and international fundraising, M&A transactions and licensing agreements. He holds a B.A. degree in Law from Reichman University (formerly the Interdisciplinary Center Hertzliya).
 
Omri Schanin, Deputy Chief Executive Officer
 
Omri Schanin has served as our Chief Operating Officer and later Deputy Chief Executive Officer since October 2020, after co-founding and joining us in September 2019, and as a director between March 2021 and January 2022. Between 2018 and 2019, he was founder and CEO of Docomed, a digital health company offering better treatment through continuous pain monitoring and data collection, and co-founder and CEO of Cannova, a developer of sublingual alginate strips to supply active ingredients of the cannabis plant through the tongue into the bloodstream, between 2018 and 2019. He was previously a Merage Fellow at the University of California, Irvine. Between 2013 and 2016, he attained the rank of Major (Res.) while serving as a deputy commander of an Israeli Navy ship. He was included in the Forbes Israel 30 Under 30 list for 2021. Mr. Schanin holds B.Sc. degrees in Life Sciences and Biotechnology from the Hebrew University of Jerusalem, Israel, and Business Management and Political Science from the University of Haifa, and an MBA in Entrepreneurship and Innovation from the College of Management Academic Studies.

45

 
Guy Hefer, Chief Financial Officer
 
Guy Hefer has served as our Chief Financial Officer since October 2020. He has over ten years of experience in investment banking and corporate finance roles. Most recently he was the CFO of Prytek Holdings, a private holding group investing in technology companies globally. Prior to that, Mr. Hefer was an investment banker at Leumi Partners between 2018 and 2019 and GCA investment banking between 2017 and 2018 in Israel and at Barclays investment banking division between 2011 and 2016 in the UK and in Israel. Prior to that Guy worked at Grant Thornton Accounting firm in Israel between 2009 and 2011. Mr. Hefer holds a B.A. degree in Accounting and Economics from the Tel Aviv University, Israel.
 
Dan Kozlovski, Chief Technologies Officer
 
Dan Kozlovski has served as our Chief Technologies Officer since February 2022, having previously served as our Vice President of Research & Development from August 2020 after joining us in December 2019. He specializes in R&D and product development, with expertise in three-dimensional computer-aided design. Mr. Kozlovski has more than ten years of experience working in high-technology companies in the printing market. Previously, he served as Future Platform R&D Mechanical Engineer at HP Indigo Division from June 2018 to December 2019. Mr. Kozlovski has also worked as Mechanical Team Leader at Nano Dimension from August 2015 to June 2018. Mr. Kozlovski holds a B.Sc. degree in Mechanical Engineering from Ben Gurion University of the Negev and an Executive MBA in Technology, Innovation & Entrepreneurship Management from Tel Aviv University.
 
Non-Executive Directors
 
Yaron Kaiser, Chairman of the Board of Directors
 
Yaron Kaiser has founded various Nasdaq- or TASE-traded foodtech companies, and currently serves as Chairperson of Wilk Technologies Ltd. Mr. Kaiser is a founding partner of the BlueSoundWaves collective, and practices law in the fields of securities, commercial and corporate law, representing numerous public companies on fundraising, IPOs, M&A, Israel Securities Authority and corporate governance. He holds an LL.B. degree from the College of Management Academic Studies, Israel.
 
Eli Arad, Director
 
Eli Arad has served as a director since February 2018. Mr. Arad has been CEO of real-estate and life science investors Merchavia Holdings and Investments (TASE:MRHL) since 2010. Mr. Arad has served as a director of Cleveland Diagnostics, a clinical-stage biotechnology company developing technology to improve cancer diagnostics since 2016, as well as B.G.I. Investments (1961) (TASE:BGI), since 2016. He has had leadership roles in many biomedical startup companies, and has extensive experience in all areas of financial management. Mr. Arad is a certified practicing accountant who holds a B.A. in Accounting from Ramat Gan College and an M.B.A. from the Ruppin Academic Center.
 
David Gerbi, Director
 
David Gerbi has served as a director since August 2019. Mr. Gerbi is managing partner of accounting firm Gerbi & Co. and of consulting firm Do Finance Consulting, and serves as Chief Financial Officer of B.G.I. Investments (1961) (TASE:BGI). Mr. Gerbi holds a B.A. in Business Administration and Accounting from the Israeli College of Management Academic Studies and an M.B.A. in Finance from Tel Aviv University.
 
Sari Singer, Director
 
Sari Singer has served as a director since March 2021. Ms. Singer serves as General Counsel and Executive Vice President at Delek Drilling LP, the oil and gas arm of the Delek Group in Israel, and a partner in the Tamar and Leviathan offshore gas fields, as well as other petroleum assets offshore Israel and Cyprus, where she has led significant strategic processes, including restructurings and complex financing rounds totaling some $7 billion in various transactions in the international and domestic markets. Ms. Singer holds an LL.B. (cum laude) from Tel Aviv University and has been a member of the Israel Bar since 2007.

Family Relationships
 
There are no family relationships among any of our directors or officers.
 
B. Compensation
 
Aggregate Compensation of Office Holders
 
The aggregate compensation we paid to our executive officers and directors for the year ended December 31, 2021, was approximately $1.2 million. This amount includes approximately $0.2 million paid, set aside or accrued to provide pension, severance, retirement or similar benefits or expenses, but does not include share-based compensation expenses, or business travel, professional and business association dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in our industry. As of the date of this annual report, options to purchase 2,639,200 ordinary shares granted to our officers and directors were outstanding under our share option plan at a weighted average exercise price of $0.71 per share, in addition to 287,600 restricted share units.

46


Individual Compensation of Office Holders
 
The table and summary below outlines the compensation granted to our Chief Executive Officer and Chief Technology Officer, the Chairman of our board of directors, our Deputy Chief Executive Officer, our Chief Financial Officer and our then-Vice President of Research and Development (now Chief Technologies Officer), with respect to the year ended December 31, 2021. For purposes of the table and the summary below, “compensation” includes base salary, bonuses, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation.

Name and Principal Position
 
Salary(1)
   
Bonus(2)
   
Equity-Based
Compensation(3)
   
Other
Compensation(4)
   
Total
 
   
(USD in thousands)
 
Mr. Steven H. Lavin
                             
Chairman of the Board of Directors(5)          
 
$
180
   
$
-
   
$
281
     
-
   
$
461
 
Mr. Sharon Fima
                                       
Chief Executive Officer & Chief Technology Officer(6)
   
240
     
-
     
83
     
-
     
323
 
Mr. Omri Schanin
                                       
Deputy Chief Executive Officer          
   
190
     
46
     
121
     
-
     
357
 
Mr. Guy Hefer
                                       
Chief Financial Officer          
   
193
     
39
     
116
     
-
     
348
 
Mr. Dan Kozlovski
                                       
Vice-President, Research & Development (later Chief Technologies Officer)
 
$
170
   
$
48
   
$
24
     
-
   
$
242
 


(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 paid with respect to 2021.
 

(3)
Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2021, based on the options’ 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 10(B) to our annual consolidated financial statements included in this Annual Report on Form 20-F.
 

(4)
Represents benefits and perquisites such as car, phone and social benefits.
 

(5)
Mr. Levin resigned his position as Chairman on January 24, 2022.
 

(6)
Mr. Fima resigned as Chief Executive Officer & Chief Technology Officer on January 24, 2022.
 
Employment Agreements and Director Fees
 
      We have entered into written employment agreements with each of our executive officers, which provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. These agreements also contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. See “Item 3. — Key Information — Risk Factors — Risks relating to our operations — Under applicable employment laws, we may not be able to enforce covenants not to compete” for a further description of the enforceability of non-competition clauses.

47

 
      The material employment terms for Mr. Kaufman, our Chief Executive Officer, are as follows: (1) a gross annual salary of NIS 564,000 ($176,000); (2) reimbursement of annual travel expenses of up to NIS 60,000 ($19,000); (3) options to purchase 500,000 ordinary shares (currently equivalent to 50,000 ADSs), vesting over three years from the date of his appointment as Chief Executive Officer, pursuant to which 1/12 will vest every quarter until fully vested, expiring one year following Mr. Kaufman’s cessation of service in all then-applicable capacities, but in any case after four years, with an exercise price of $0.519 per ordinary share (currently equivalent to $5.19 per ADS) and subject to acceleration upon termination pursuant to our sale or change in control; (4) an annual performance bonus in the aggregate amount of NIS 282,000 ($87,000), subject to his meeting certain performance milestones as determined by our Board of Directors on an annual basis; (5) termination of the employment relationship upon provision of six months’ advance notice by either party; (6) severance pay equal to 25% of the gross annual salary upon termination of Mr. Kaufman’s employment by us, not for cause, following three to twelve months of service, or 50% following twelve or more months of service (or 50% of these amounts upon Mr. Kaufman’s resignation); and (7) social benefits that we pay on behalf of officers, such as 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, such as inclusion in our directors’ and officers’ liability insurance policy, and provision of indemnification, exculpation and exemption undertakings to the fullest extent permitted by the Companies Law.
 
      The material terms for Mr. Kaiser, the Chairman of our Board of Directors, are as follows: (1) an annual fee of $150,000, to be paid in four equal quarterly installments in USD or in NIS at the then-current exchange rate, which will automatically increase by an amount equal to seven percent at the end of each year of service; (2) reimbursement of annual travel expenses of up to $18,000; (3) options to purchase 350,000 ordinary shares (currently equivalent to 35,000 ADSs), vesting over three years from the date of his appointment as Chairman, pursuant to which 1/12 will vest every quarter until fully vested, expiring one year following Mr. Kaiser’s cessation of service in all then-applicable capacities, but in any case after four years, with an exercise price of $0.519 per ordinary share (currently equivalent to $5.19 per ADS) and subject to acceleration upon termination pursuant to our sale or change in control; (4) an annual bonus equal to 50% of the bonus awarded to the Chief Executive Officer in the applicable year; (5) severance pay equal to 12.5% of Mr. Kaiser’s annual fee upon the involuntary termination of his directorship, not for cause, following three to twelve months of service, or 25% following twelve or more months of service (or 50% of these amounts upon Mr. Kaiser’s resignation); and (6) other benefits and perquisites consistent with our policies, such as inclusion in our directors’ and officers’ liability insurance policy, and provision of indemnification, exculpation and exemption undertakings to the fullest extent permitted by the Companies Law.
  
      In addition, we pay fees to our non-executive directors in return for their service on our board of directors, in accordance with our compensation policy.
 
Our other employees are employed under the terms prescribed in their respective employment contracts. The employees are entitled to the social benefits prescribed by law and as otherwise provided in their agreements. These agreements each contain provisions standard for a company in our industry regarding non-competition, confidentiality of information and assignment of inventions. Under currently applicable labor laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees. See “Item 3.—Key Information—Risk Factors—Risks Related to Our Operations” for a further description of the enforceability of non-competition clauses.
 
Executive officers are also employed on the terms and conditions prescribed in employment agreements. These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. See “Item 3.—Key Information—Risk Factors—Risks Related to Our Operations—If we are unable to attract and retain qualified employees, our ability to implement our business plan may be adversely affected.”
 
Equity Incentive Plan
 
In June 2018, the board of directors of Ophectra adopted our Option and RSU Allocation Plan, as amended, or the share option plan, to issue options to purchase our ordinary shares and restricted stock units to our directors, officers, employees and consultants, and those of our affiliated companies (as such term is defined under share option plan), or the Grantees. The share option plan is administered by our Board or a committee that was designated by the Board for such purpose, or the Administrator.
 
Under the share option plan, we may grant options to purchase ordinary shares and/or RSUs, or options, under four tracks: (i) Approved 102 capital gains options through a trustee, which was approved by the Israeli Tax Authority in accordance with Section 102(a) of the Israeli Income Tax Ordinance (New Version), 1961, or ITO, and granted under the tax track set forth in Section 102(b)(2) of the ITO. The holding period under this tax track is 24 months from the date of issuance of options to the trustee or such period as may be determined in any amendment of Section 102 of the ITO, or any applicable tax ruling or guidelines; (ii) Approved 102 earned income options through a trustee, granted under the tax track set forth is Section 102(b)(1) of the ITO. The holding period under this tax track is 12 months from the date of issuance of options to the trustee or such period as may be determined in any amendment of Section 102 of the ITO; (iii) Unapproved 102 options (the options will not be issued through a trustee and will not be subject to a holding period); and (iv) 3(i) options (the options will not be subject to a holding period). These options shall be subject to taxation pursuant to Section 3(i) of the ITO, or Section 3(i).

48

 
Options pursuant to the first three tax tracks (under Section 102 of the ITO) can be granted to our employees and directors and the grant of options under Section 3(i) can be granted to our consultants and controlling shareholders (a controlling shareholder is defined under the Section 102 of the ITO is a person who holds, directly or indirectly, alone or together with a “relative,” (i) the right to at least 10% of the company’s issued capital or 10% of the voting power; (ii) the right to hold at least 10% of the company’s issued capital or 10% of the voting power, or the right to purchase such rights; (iii) the right to receive at least 10% of the company’s profits; or (iv) the right to appoint a company’s director). Grantees who are not Israeli residents may be granted options that are subject to the applicable tax laws in their respective jurisdictions.
 
We determine, in our sole discretion, under which of the first three tax tracks above the options are granted and we notify the Grantee in a grant letter, as to the elected tax track. As mentioned above, consultants and controlling shareholders can only be granted Section 3(i) options.
 
The number of ordinary shares authorized to be issued under the share option plan will be proportionately adjusted for any increase or decrease in the number of ordinary shares issued as a result of a distribution of bonus shares, change in our capitalization (split, combination, reclassification of the shares or other capital change), or issuance of rights to purchase ordinary shares or payment of a dividend. We will not issue fractions of ordinary shares and the number of ordinary shares shall be rounded up to the closest number of ordinary shares.
 
In the event of a (i) merger or consolidation in which we (in this context, specifically MeaTech 3D Ltd.) are not the surviving entity or pursuant to which the other company becomes our parent company or that pursuant to which we are the surviving company but another entity holds 50% or more of our voting rights, (ii) an acquisition of all or substantially all of our ordinary shares, (iii) the sale of all or substantially all of our assets, or (iv) any other event with a similar impact, we may exchange all of our outstanding options granted under the share option plan that remain unexercised prior to any such transaction for options to purchase shares of the successor corporation (or those of an affiliated company) following the consummation of such transaction.
 
The exercise price of an option granted under the share option plan will be specified in the grant letter every Grantee received from us in which the Grantee notifies of the decision to grant him/her options under the share option plan, and will be denominated in our functional currency at the time of grant or the currency in which the Grantee is paid, at our discretion.
 
The Administrator may, in its absolute discretion, accelerate the time at which options granted under the share option plan or any portion of which will vest.
 
Unless otherwise determined by the Administrator, in the event that the Grantee’s employment was terminated, not for Cause (as defined in the share option plan), the Grantee may exercise that portion of the options that had vested as of the date of such termination until the end of the specified term in the grant letter or the share option plan. The portion of the options that had not vested at such date, will be forfeited and can be re-granted to other Grantees, in accordance with the terms of the share option plan.
 
At the discretion of our Board of Directors, and subject to receipt of taxation authority approvals, we may allow Grantees to exercise their options on a cashless basis.
 
As of December 31, 2021, our Board of Directors had approved the issuance, under our incentive plans, of options and RSUs to purchase 9,444,145 ordinary shares at an average exercise price of $0.78 per share.
 
C. Board Practices
 
Board of Directors
 
Our board of directors consists of four directors, three of whom are deemed independent directors under the corporate governance standards of the Nasdaq Marketplace Rules and the independence requirements of Rule 10A-3 of the Exchange Act, as well as the standards of the Companies Law.
 
Under our articles of association, our board of directors must consist of no less than three and no more than 11 directors. Pursuant to our articles of association, the vote required to appoint a director is a simple majority vote of holders of our voting shares participating and voting at the relevant meeting.
 
In addition, our articles of association allow our board of directors to appoint new directors to fill vacancies which can occur for any reason or as additional directors, provided that the number of board members shall not exceed the maximum number of directors mentioned above. The appointment of a director by the board shall be in effect until the following annual general meeting of the shareholders or until the end of his tenure in accordance with our articles of association. Our board of directors may continue to operate for as long as the number of directors is no less than the minimum number of directors mentioned above.

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In addition, under the Companies Law, our board of directors must determine the minimum number of directors who are required to have financial and accounting expertise. Under applicable regulations, a director with financial and accounting expertise is a director who, by reason of his or her education, professional experience and skill, has a high level of proficiency in and understanding of business accounting matters and financial statements. See “— External directors — Qualifications of external directors.” He or she must be able to thoroughly comprehend the financial statements of the company and initiate discussion regarding the manner in which financial information is presented. In determining the number of directors required to have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our board of directors has determined that we require at least one director with the requisite financial and accounting expertise and that Eli Arad and David Gerbi have such expertise.
 
Alternate Directors
 
Our articles of association provide, as allowed by the Companies Law, that any director may, by written notice to us, appoint another person who is qualified to serve as a director to serve as an alternate director. An alternate director has the same rights and responsibilities as a director, except for the right to appoint an alternate director. The appointment of an alternate director does not negate the responsibilities of the appointing director, who will continue to bear responsibility for the actions of the alternate, giving consideration to the circumstances of the appointment. The Companies Law specifies certain qualifications for alternate directors, and provides that one director may not serve as an alternate on the board of directors for another director, nor as an alternate on a committee of which he or she is already a member. As of the date of this Annual Report on Form 20-F, no director has appointed any other person as an alternate director.
 
External Directors
 
The Companies Law requires a public Israeli company to have at least two external directors who meet certain independence criteria to ensure that they are unaffiliated with the company and its controlling shareholder. An external director must have either financial and accounting expertise or professional qualifications, as defined in the regulations promulgated under the Companies Law, and at least one of the external directors is required to have financial and accounting expertise. An external director is entitled to reimbursement of expenses and compensation as provided in the regulations promulgated under the Companies Law, but is otherwise prohibited from receiving any other compensation from the company, directly or indirectly, during his or her term and for two years thereafter.
 
Pursuant to regulations promulgated under the Companies Law, as a company with shares traded on Nasdaq, we have elected no to comply with the requirements to appoint external directors and related rules concerning the composition of the audit committee and compensation committee of the board of directors. We are still subject to the gender diversity rule under the Companies Law, which requires that if, at the time a director is to be elected or appointed, all members of the board of directors are of the same gender, the director to be appointed must be of the other gender. The conditions to the exemptions from the Companies Law requirements are that: (i) the company does not have a “controlling shareholder,” as such term is defined under the Companies Law, (ii) its shares are traded on certain U.S. stock exchanges, including Nasdaq, and (iii) it comply with the director independence requirements and the audit committee and compensation committee composition requirements under U.S. laws, including the rules of the applicable exchange, that are applicable to U.S. domestic issuers.
 
Committees of the Board of Directors
 
Our board of directors has established the following committees. Each committee operates in accordance with a written charter that sets forth the committee’s structure, operations, membership requirements, responsibilities and authority to engage advisors.
 
Audit Committee
 
Under the Companies Law, the Exchange Act and Nasdaq Marketplace Rules, we are required to maintain an audit committee.
 
The responsibilities of an audit committee under the Companies Law include identifying and addressing flaws in the business management of the company, reviewing and approving related party transactions, establishing whistleblower procedures, overseeing the company’s internal audit system and the performance of its internal auditor, and assessing the scope of the work and recommending the fees of the company’s independent accounting firm. In addition, the audit committee is required to determine whether certain related party actions and transactions are “material” or “extraordinary” for the purpose of the requisite approval procedures under the Companies Law and to establish procedures for considering proposed transactions with a controlling shareholder.
 
In accordance with U.S. law and Nasdaq Marketplace Rules, our audit committee is also responsible for the appointment, compensation and oversight of the work of our independent auditors and for assisting our board of directors in monitoring our financial statements, the effectiveness of our internal controls and our compliance with legal and regulatory requirements.

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Under the Companies Law, the audit committee must consist of at least three directors who meet certain independence criteria. Under the Nasdaq Marketplace Rules, we are required to maintain an audit committee consisting of at least three independent directors, all of whom are financially literate and one of whom has accounting or related financial management expertise. Each of the members of the audit committee is required to be “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.
 
Our audit committee currently consists of Eli Arad, Sari Singer and David Gerbi. All members are independent directors as defined in the Companies Law, SEC rules and Nasdaq listing requirements. Our board of directors has determined that all members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq Marketplace Rules. Our board of directors has determined that Eli Arad and David Gerbi are audit committee financial experts as defined by the SEC rules and have the requisite financial experience as defined by the Nasdaq Marketplace Rules.
 
Compensation Committee
 
Under both the Companies Law and Nasdaq Marketplace Rules, we are required to establish a compensation committee.
 
The responsibilities of a compensation committee under the Companies Law include recommending to the board of directors, for ultimate shareholder approval by a special majority, a policy governing the compensation of directors and officers based on specified criteria, reviewing modifications to and implementing such compensation policy from time to time, and approving the actual compensation terms of directors and officers prior to approval by the board of directors.
 
The Companies Law stipulates that the compensation committee must consist of at least three directors who meet certain independence criteria. Under Nasdaq Marketplace Rules, we are required to maintain a compensation committee consisting of at least two independent directors; each of the members of the compensation committee is required to be independent under Nasdaq Marketplace Rules relating to compensation committee members, which are different from the general test for independence of board and committee members.
 
Our compensation committee currently consists of Eli Arad, Sari Singer and David Gerbi. All members are independent directors as defined in the Companies Law, SEC rules and regulations, and Nasdaq Marketplace Rules.
 
Director Nominations
 
We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As we do not have a standing nominating committee, we will not have a nominating committee charter in place.
 
Our board of directors will consider candidates for nomination who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. In general, in identifying and evaluating nominees for director, our board of directors will also consider experience in corporate management such as serving as an officer or former officer of a publicly held company, experience as a board member of another publicly held company, professional and academic experience relevant to our business, leadership skills, experience in finance and accounting or executive compensation practices, whether candidate has the time required for preparation, participation and attendance at board meetings and committee meetings, if applicable, independence and the ability to represent the best interests of our stockholders.
 
Internal Auditor
 
Under the Companies Law, the board of directors is required to appoint an internal auditor recommended by the audit committee. The role of the internal auditor is to examine, among other things, whether the company’s actions comply with applicable law and proper business procedures. The internal auditor may not be an interested party, a director or an officer of the company, or a relative of any of the foregoing, nor may the internal auditor be our independent accountant or a representative thereof. Our current internal auditor is Mr. Daniel Spira, CPA, who is a member of the board of directors of the Institute of Internal Auditors in Israel and Chairman of its Auditing and Knesset Relations Committee.
  
Fiduciary Duties and Approval of Related Party Transactions
 
Fiduciary duties of directors and officers
 
   Israeli law imposes a duty of care and a duty of loyalty on all directors and officers of a company. The duty of care requires a director or officer to act with the level of care with which a reasonable director or officer in the same position would have acted under the same circumstances. The duty of care includes, among other things, a duty to use reasonable means, under the circumstances, to obtain information on the advisability of a given action brought for his approval or performed by virtue of his position and other important information pertaining to such action. The duty of loyalty requires the director or officer to act in good faith and for the benefit of the company.

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Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions
 
Under the Companies Law, a company may approve an act specified above which would otherwise constitute a breach of the office holder’s fiduciary duty, provided that the office holder acted in good faith, the act or its approval does not harm the company, and the office holder discloses to the company his or her personal interest in the transaction (including any significant fact or document) a reasonable time before the approval of such act. Any such approval is subject to the terms of the Companies Law, setting forth, among other things, the appropriate bodies of the company required to provide such approval, and the methods of obtaining such approval.
 
The Companies Law requires that an office holder promptly disclose to the company any direct or indirect personal interest that he or she may have and all related material information or documents known to him or her relating to any existing or proposed transaction by the company. An interested office holder’s disclosure must be made promptly and, in any event, no later than the first meeting of the board of directors at which the transaction is considered. An office holder is not obliged to disclose such information if the personal interest of the office holder derives solely from the personal interest of his or her relative in a transaction that is not considered an extraordinary transaction.
 
If the transaction is an extraordinary transaction, the office holder must also disclose any personal interest held by:
 

the office holder’s relatives (spouse, siblings, parents, grandparents, descendants, spouse’s descendants and the spouses of any of these people); or
 

any company in which the office holder or his or her relatives holds 5% or more of the shares or voting rights, serves as a director or general manager or has the right to appoint at least one director or the general manager.

Under the Companies Law, unless the articles of association of a company provide otherwise, a transaction with an office holder or with a third party in which the office holder has a personal interest, which is not an extraordinary transaction, requires approval by the board of directors or a committee authorized by the board of directors. If the transaction considered is an extraordinary transaction with an office holder or third party in which the office holder has a personal interest, then audit committee approval is required prior to approval by the board of directors. Under specific circumstances, shareholder approval may also be required. For the approval of compensation arrangements with directors and executive officers, see “Item 6.B. Compensation—Compensation of Directors and Executive Officers.”
 
Any persons who have a personal interest in the approval of a transaction that is brought before a meeting of the board of directors or the audit committee may not be present at the meeting or vote on the matter. However, if the chairman of the board of directors or the chairman of the audit committee, as applicable, has determined that the presence of an office holder with a personal interest is required, such office holder may be present at the meeting for the purpose of presenting the matter. Notwithstanding the foregoing, a director who has a personal interest may be present at the meeting of the board of directors or the audit committee (as applicable) and vote on the matter if a majority of the members of the board of directors or the audit committee (as applicable) have a personal interest in the approval of such transaction. If a majority of the directors at a board of directors meeting have a personal interest in the transaction, such transaction also generally requires approval of the shareholders of the company.

A “personal interest” is defined under the Companies Law as the personal interest of a person in an action or in a transaction of the company, including the personal interest of such person’s relative or the interest of any other corporate body in which the person and/or such person’s relative is a director or general manager, a 5% shareholder or holds 5% or more of the issued and outstanding share capital of the company or of its voting rights, or has the right to appoint at least one director or the general manager, but excluding a personal interest stemming solely from the fact of holding shares in the company. A personal interest also includes (i) a personal interest of a person who votes according to a proxy of another person, including in the event that the other person has no personal interest, and (ii) a personal interest of a person who gave a proxy to another person to vote on his or her behalf regardless of whether the discretion of how to vote lies with the person voting.
 
An “extraordinary transaction” is defined under the Companies Law as any of the following:
 

a transaction other than in the ordinary course of business;
 

a transaction that is not on market terms; or
 

a transaction that may have a material impact on the company’s profitability, assets or liabilities.
 

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Disclosure of Personal Interests of a Controlling Shareholder and Approval of Transactions
 
Pursuant to the Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, including a private placement in which a controlling shareholder has a personal interest, and the terms of engagement of the company, directly or indirectly, with a controlling shareholder or a controlling shareholder’s relative (including through a corporation controlled by a controlling shareholder), regarding the company’s receipt of services from the controlling shareholder, and if such controlling shareholder is also an office holder or employee of the company, regarding his or her terms of employment, require the approval of each of (i) the audit committee (or the compensation committee with respect to the terms of the engagement as an office holder or employee, including insurance, indemnification and compensation), (ii) the board of directors and (iii) the shareholders, in that order. In addition, the shareholder approval must fulfill one of the following requirements:
 

a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or
 

the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.

Such majority determined in accordance with the majority requirement described above is hereinafter referred to as the Compensation Special Majority Requirement.
 
Any such transaction for which the term is more than three years must be approved in the same manner every three years, unless with respect to certain transactions as permitted by the Companies Law, the audit committee has determined that a longer term is reasonable under the circumstances. In addition, transactions with a controlling shareholder or a controlling shareholder’s relative who serves as an executive officer in a company, directly or indirectly (including through a corporation under his control), involving the receipt of services by a company or their compensation can have a term of five years from the company’s initial public offering under certain circumstances.
 
              The Companies Law requires that every shareholder that participates, in person or by proxy, in a vote regarding a transaction with a controlling shareholder, must indicate in advance or in the ballot whether or not that shareholder has a personal interest in the vote in question. Failure to so indicate generally results in the invalidation of that shareholder’s vote.
 
Disclosure of Compensation of Executive Officers
 
For so long as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic filers, including the requirement applicable to emerging growth companies to disclose the compensation of our chief executive officer and other two most highly compensated executive officers on an individual, rather than an aggregate, basis. Nevertheless, regulations promulgated under the Companies Law require us to disclose in the proxy statement for the annual general meeting of our shareholders (or to include a reference therein to other previously furnished public disclosure) the annual compensation of our five most highly compensated executive officers on an individual, rather than an aggregate, basis. This disclosure will not be as extensive as that required of a U.S. domestic issuer.

Compensation of Directors and Executive Officers
 
Directors. Under the Companies Law, the compensation of our directors requires the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under regulations promulgated under the Companies Law, the approval of the shareholders at a general meeting. If the compensation of our directors is inconsistent with our compensation policy, then, provided that those provisions that must be included in the compensation policy according to the Companies Law have been considered by the compensation committee and board of directors, and provided that shareholder approval is obtained by the Compensation Special Majority Requirement.
 
Executive Officers (other than the Chief Executive Officer). The Companies Law requires the approval of the compensation of a public company’s executive officers (other than the chief executive officer) in the following order: (i) the compensation committee, (ii) the company’s board of directors and (iii) if such compensation arrangement is inconsistent with the company’s compensation policy, the company’s shareholders (the Compensation Special Majority Requirement). However, if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the company’s compensation policy, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision.
 
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Chief Executive Officer. The Companies Law requires the approval of the compensation of a public company’s chief executive officer in the following order: (i) the company’s compensation committee, (ii) the company’s board of directors and (iii) the company’s shareholders (the Compensation Special Majority Requirement). However, if the shareholders of the company do not approve the compensation arrangement with the chief executive officer, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide a detailed report for their decision. The approval of each of the compensation committee and the board of directors should be in accordance with the company’s compensation policy; however, in special circumstances, they may approve compensation terms of a chief executive officer that are inconsistent with such policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained (by a special majority vote as discussed above with respect to the approval of director compensation). In addition, the compensation committee may waive the shareholder approval requirement with regards to the approval of the engagement terms of a candidate for the chief executive officer position, if the compensation committee determines that the compensation arrangement is consistent with the company’s compensation policy, and that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company and that subjecting the approval of the engagement to a shareholder vote would impede the company’s ability to employ the chief executive officer candidate.

Compensation Policy
 
Under the Companies Law, we are required to approve, at least once every three years, a compensation policy with respect to our directors and officers. Following the recommendation of our compensation committee, the compensation policy must be approved by our board of directors and our shareholders. The shareholder approval must be by a simple majority of all votes cast, provided that (i) such majority includes a simple majority of the votes cast by non-controlling shareholders having no personal interest in the matter or (ii) the total number of votes of shareholders mentioned in clause (i) above who voted against such transaction does not exceed 2% of the total voting rights in the company.
 
Directors’ Service Contracts
 
There are no arrangements or understandings between us and any of our subsidiaries, on the one hand, and any of our directors, on the other hand, providing for benefits upon termination of their employment or service as directors of our company or any of our subsidiaries.

Duties of Shareholders
 
Under the Companies Law, a shareholder has a duty to refrain from abusing its power in the company and to act in good faith and in an acceptable manner in exercising its rights and performing its obligations to the company and other shareholders, including, among other things, when voting at meetings of shareholders on the following matters:
  

an amendment to the articles of association;
  

an increase in the company’s authorized share capital;
  

a merger; and
  

the approval of related party transactions and acts of office holders that require shareholder approval.
 
A shareholder also has a general duty to refrain from discriminating against other shareholders.
 
The remedies generally available upon a breach of contract also apply to a breach of the shareholder duties mentioned above, and in the event of discrimination against other shareholders, additional remedies may be available to the injured shareholder.
 
In addition, any controlling shareholder, any shareholder that knows that its vote can determine the outcome of a shareholder vote and any shareholder that, under a company’s articles of association, has the power to appoint or prevent the appointment of an office holder, or any other power with respect to a company, is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty except to state that the remedies generally available upon a breach of contract also apply in the event of a breach of the duty to act with fairness, taking the shareholder’s position in the company into account.

Exculpation, Insurance and Indemnification of Directors and Officers
 
Under the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our articles of association include such a provision. The company may not exculpate in advance a director from liability arising from a breach of his or her duty of care in connection with a prohibited dividend or distribution to shareholders.

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As permitted under the Companies Law, our articles of association provide that we may indemnify an office holder in respect of the following liabilities, payments and expenses incurred for acts performed by him or her as an office holder, either in advance of an event or following an event:
 
  

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;
   

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;
   

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;
   

a financial obligation imposed on the officeholder for the benefit of all of the parties damaged by the violation of an administrative proceeding;
   

expenses incurred by an officeholder in connection with an Administrative Proceeding conducted in his regard, including reasonable litigation expenses, and including attorneys’ fees;
   

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; and
   

any other liability or expense in respect of which it is permitted or shall be permitted by Law to indemnify an officeholder.

As permitted under the Israeli Companies Law, our articles of association provide that we may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder:
 

Breach of the duty of care to the Company or to any other person;
   

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;
   

financial liability imposed upon him in favor of another person;
   

financial liability imposed on the officeholder for the benefit of all of the parties damaged by the violation of an administrative proceeding;
 

expenses incurred or to be incurred by an officer in connection with an Administrative Proceeding, including reasonable litigation expenses, and including attorneys’ fees;
   

Expenses incurred or to be incurred in connection with a proceeding under the Antitrust Law, including reasonable litigation expenses, and including attorneys’ fees; and
   

any other event in respect of which it is permitted and/or shall be permitted by Law to insure the liability of an officeholder.

Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
    

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;

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an act or omission committed with intent to derive illegal personal benefit; or
    

a fine, monetary sanction or forfeit levied against the office holder.

Under the Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee and the board of directors and, with respect to directors or controlling shareholders, their relatives and third parties in which controlling shareholders have a personal interest, also by the shareholders.
 
Our articles of association permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by law. Our office holders are currently covered by a directors’ and officers’ liability insurance policy. As of the date of this annual report, no claims for directors’ and officers’ liability insurance have been filed under this policy and we are not aware of any pending or threatened litigation or proceeding involving any of our office holders, including our directors, in which indemnification is sought.
 
D. Employees
 
As of December 31, 2021, we had 38 employees based at our office and laboratory, then in Ness Ziona, Israel, while our Belgium-based subsidiaries had 14 employees.
 
Local labor laws govern the length of the workday and workweek, minimum wages for employees, procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days, advance notice of termination, Social Security payments or regional equivalents, and other conditions of employment and include equal opportunity and anti-discrimination laws. None of our employees is party to any collective bargaining agreements. We generally provide our employees with benefits and working conditions beyond the required minimums. We believe we have a good relationship with our employees, and have never experienced any employment-related work stoppages.
 
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E. Beneficial Ownership of Executive Officers and Directors
 
The beneficial ownership of our ordinary shares (including ordinary shares represented by ADSs) is determined in accordance with the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. For purposes of the table below, we deem ordinary shares issuable pursuant to options or warrants that are currently exercisable or exercisable within 60 days of the date of this Annual Report on Form 20-F, if any, to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
 
Unless otherwise noted below, each shareholder’s address is c/o MeaTech 3D Ltd., 5 David Fikes St., Rehovot 7638205, Israel.
 
   
Shares Beneficially Owned
 
Name of Beneficial Owner
 
Number
   
Percentage
 
Directors and executive officers
           
Arik Kaufman(1)          
   
129,170
     
*
 
Omri Schanin(2)          
   
3,626,900
     
2.9
%
Guy Hefer(3)          
   
104,170
     
*
 
Dan Kozlovski(4)          
   
83,342
     
*
 
Yaron Kaiser(5)          
   
1,454,230
     
1.2
%
David Gerbi(6)          
   
12,500
     
*
 
Eli Arad(7)          
   
12,500
     
*
 
Sari Singer          
   
     
 
                 
All directors and executive officers as a group (8 persons)          
   
5,422,812
     
4.3
%
 
*          Less than one percent (1%).
 

 (1)
Consists of 87,510 ordinary shares and options to purchase 41,660 ordinary shares exercisable within 60 days of the date of this annual report, with an exercise price of $0.519. These options expire on March 16, 2026.
 

(2)
Consists of 3,522,730 ordinary shares and options to purchase 104,170 ordinary shares exercisable within 60 days of the date of this annual report, with an exercise price of NIS 3.49 ($1.07). These options expire on March 24, 2025.
 

(3)
Consists of options to purchase 104,170 ordinary shares exercisable within 60 days of the date of this annual report, with an exercise price of NIS 3.49 ($1.07). These options expire on March 24, 2025.
 

(4)
Consists of options to purchase 83,342 ordinary shares exercisable within 60 days of the date of this annual report, with an exercise price of NIS 1.90 ($0.58). These options expire on August 5, 2024.
 

(5)
Consists of 1,425,070 ordinary shares and options to purchase 29,160 ordinary shares exercisable within 60 days of the date of this annual report, with an exercise price of $0.519. These options expire on March 16, 2026.
 

(6)
Consists of 10,000 ordinary shares and RSUs vesting into 2,500 ordinary shares within 60 days of the date of this annual report.
 

(7)
Consists of 10,000 ordinary shares and RSUs vesting into 2,500 ordinary shares within 60 days of the date of this annual report.

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ITEM 7.          MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
A. Major Shareholders

The following table sets forth certain information regarding the beneficial ownership of our outstanding ordinary shares, including ordinary shares represented by ADSs, as of the date of this Annual Report on Form 20-F, by each person or entity who we know beneficially owns 5% or more of the outstanding ordinary shares. For purposes of the table below, we deem ordinary shares issuable pursuant to options or warrants that are currently exercisable or exercisable within 60 days of the date of this Annual Report on Form 20-F, if any, to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of shares beneficially owned is based on 126,529,867 ordinary shares outstanding as of the date of this Annual Report on Form 20-F.
 
None of our shareholders have different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

As of the date of this Annual Report on Form 20-F, there are five shareholders of record of our ordinary shares, of whom two are in the United States. The number of record holders is not representative of the number of beneficial holders of our ordinary shares, as most of the shares we have issued, including those represented by ADSs are currently recorded in the name of our ADS registrar, The Bank of New York Mellon. Based upon a review of the information provided to us by The Bank of New York Mellon, as of March 1, 2022, there were 28 holders of record of the ADSs on record with the Depository Trust Company. These numbers are not representative of the number of beneficial holders of our ADSs nor is it representative of where such beneficial holders reside, since many of these ADSs were held of record by brokers or other nominees.

   
Ordinary Shares Beneficially Owned
 
Name of Beneficial Owner
 
Number
   
Percentage
 
5% or greater shareholders
           
Shimon Cohen          
   
9,859,120
(1) 
   
7.8
%

(1) Based on information provided to the Company on January 20, 2022 by Mr. Cohen regarding his holdings and those of companies through which he claims share ownership.

B. Related Party Transactions
 
The following is a description of the material transactions we entered into with related parties since the beginning of 2019. We believe that we have executed all of our transactions with related parties on terms no less favorable to us than those we could have obtained from unaffiliated third parties.
 
Our Board of Directors, acting through our Audit Committee, is responsible for the review, approval, or ratification of related party transactions between us and related persons. Under Israeli law, related party transactions are subject to special approval requirements, see “Management — Fiduciary duties and approval of specified related party transactions and compensation under Israeli law.”
 
Employment Agreements and Director Fees
 
We have entered into written employment agreements with each of our executive officers, which provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. These agreements also contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. See “Risk factors - Risks relating to our operations - Under applicable employment laws, we may not be able to enforce covenants not to compete” for a further description of the enforceability of non-competition clauses. For further information, see “Management - Employment and Consulting Agreements.”
 
Directors and Officers Insurance Policy and Indemnification and Exculpation Agreements
 
In accordance with our articles of association, we have obtained Directors and Officers insurance for our executive officers and directors, and provide indemnification, exculpation and exemption undertakings to each of our directors and officers to the fullest extent permitted by the Companies Law.
 
Private Issuances of Securities
 
In January 2020, following the closing of the merger between MeaTech and Ophectra, we issued former shareholders of MeaTech warrants to receive ordinary shares, including to the following related parties: (1) warrants to receive 1,036,098 ordinary shares each to Sharon Fima, then our Chief Executive Officer and Chief Technical Officer, and Omri Schanin, our Depuy Chief Executive Officer; and (2) warrants to receive 1,291,158 ordinary shares to Liran Damati, then a substantial shareholder. The warrants have no exercise price and vest upon the achievement of certain milestones (for further details, see “Item 4.—Information on the Company—History and Development of the Company”).

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In May 2020, pursuant to approvals of our audit committee, board of directors and a general meeting of our shareholders: (1) we issued 1,043,846 ordinary shares and options to purchase 6,030,286 ordinary shares at an exercise price of NIS 3.36 (approximately $1.03) per share in return for a private investment of $750,000 by EL Capital Investments LLC, a company controlled by Mr. Steven Lavin, who was concurrently appointed to our board of directors as its chairman; and (2) we issued options to purchase 1,967,327 ordinary shares at an exercise price of NIS 2.49 (approximately $0.76) per share and options to purchase 1,967,328 ordinary shares at an exercise price of NIS 3.486 (approximately $1.07) to Silver Road Capital Ltd., the majority of whose shares were owned by directors at the time, Mr. Steven Lavin and Mr. Daniel Ayalon.
 
Engagement with BlueSoundWaves
 
On October 6, 2021, we entered into a services and collaboration agreement, or the Services and Collaboration Agreement, with BlueOcean Sustainability Fund, LLC, or BlueSoundWaves, pursuant to which BlueSoundWaves provides us with marketing and promotional services, strategic consulting advice, and partner and investor engagement services in the United States. As consideration for such services, BlueSoundWaves received (i) an option to purchase 6,215,770 ordinary shares, currently equal to 621,577 ADSs, and (ii) 1,243,150 of our ordinary restricted shares, currently equal to 124,315 ADSs.
 
BlueOcean Sustainability Management Fund LP, a Cayman partnership, and the managing partner of BlueSoundWaves holds all of the outstanding share capital of BlueOcean Kayomot Ltd., an Israeli company. Messrs. Kaufman and Kaiser are directors of BlueOcean Kayomot Ltd. and founding partners of BlueSoundWaves. Mr. Kaufman also serves as the chief executive officer of BlueOcean Kayomot Ltd. See Item 10.C for additional discussion of the Services and Collaboration Agreement.

C. Interests of Experts and Counsel
 
Not applicable.

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ITEM 8.
FINANCIAL INFORMATION
 
A. Consolidated Statements and other Financial Information
 
See “Item 18.—Financial Statements” in this Annual Report on Form 20-F.
 
Legal Proceedings

 From time to time, we may be party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.
 
In November 2020, the ISA initiated an administrative proceeding claiming negligent misstatement regarding certain immediate and periodic reports published by our predecessor (Ophectra) during the years 2017 and 2018, prior to the merger with MeaTech. These reports relate to Ophectra’s activities prior to establishment of the settlement fund in connection with the merger. In February 2021, the trustee of the settlement fund informed us that the ISA views us as a party to this proceeding, notwithstanding the settlement and establishment of the settlement fund. This proceeding is of an administrative nature and carries a potential penalty in the form of a monetary fine which, under applicable Israeli law, could be as high as NIS 5 million.  We were advised that the maximum fine likely to be imposed in this case, if any, is $0.26 million (NIS 0.85 million). In April 2021, following negotiations with the ISA, we agreed to settle the matter for $0.21 million (NIS 0.7 million). The settlement is subject to approval of the ISA’s Enforcement Committee.
 
In February 2021, a civil claim was lodged for which the settlement fund is a respondent, relating to Ophectra's activities prior to establishment of the settlement fund, in an amount of USD 0.8 million (NIS 2.5 million). We believe that there is a low probability of a final judgment against the settlement fund, relating to Ophectra's activities prior to establishment of the settlement fund, in an amount of $0.75 million (NIS 2.5 million). As described in “Item 4.—Information on the Company—History and Development of the Company” above, we do not bear any liability for such claims beyond the exercise value of the Therapin asset, which was the sole asset we retained from Ophectra in the merger.
 
Dividend Distributions
 
We have never declared or paid cash dividends to our shareholders. Currently we do not intend to pay cash dividends. We currently intend to reinvest any future earnings in developing and expanding our business. Any future determination relating to our dividend policy will be at the discretion of our Board of Directors and will depend on a number of factors, including future earnings, our financial condition, operating results, contractual restrictions, capital requirements, business prospects, applicable Israeli law and other factors our Board of Directors may deem relevant.
 
B. Significant Changes
 
Since December 31, 2021, the following significant changes have occurred:
 
Changes in Executive Roles

In January 2022, Mr. Sharon Fima stepped down from the positions of Chief Executive Officer, Chief Technology Officer and later Director, citing the Company’s current stage of development. Messrs. Steven H. Lavin (Chairman) and Danny Ayalon also stepped down from the Board of Directors, citing the Company’s current stage of development and to pursue other ventures, and Mr. Omri Schanin stepped down from the Board of Directors and continues to serve as MeaTech’s Deputy CEO.
The Company’s Board of Directors appointed Mr. Arik Kaufman to the position of Chief Executive Officer and Mr. Yaron Kaiser to the position of Chairman of the Board of Directors.

 
ITEM 9.
THE OFFER AND LISTING
 
A. Offer and Listing Details
 
ADSs
 
The ADSs, representing our ordinary shares, have been trading on Nasdaq under the symbol “MITC” since March 12, 2021. Prior to that date, there was no public trading market for the ADSs.

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 Ordinary Shares
 
Our ordinary shares were traded on the TASE between January 26, 2020 and August 3, 2021, when we voluntarily de-listed them from trade on the TASE. Our ordinary shares were traded under the symbol “MEAT” until March 2021, and thereafter under the symbol “MITC.” Some of our ordinary shares are traded over the counter under the symbol MTTCF.

B. Plan of Distribution
 
Not applicable.
 
C. Markets
 
For a description of our publicly-traded ADSs, see “Item 9.— Offer and Listing Details —ADSs.” For a description of our ordinary shares, see “Item 9.— Offer and Listing Details —Ordinary Shares.”
 
D. Selling Shareholders
 
Not applicable.
 
E. Dilution
 
Not applicable.
 
F. Expenses of the Issue
 
Not applicable.
 
 
ITEM 10.
ADDITIONAL INFORMATION
 
A. Share Capital
 
Not applicable.
 
B. Articles of Association
 
The information set forth in our prospectus dated March 12, 2021, filed with the SEC pursuant to Rule 424(b), under the headings “Description of Share Capital” is incorporated herein by reference.
 
C. Material Contracts
 
On October 6, 2021, we entered into the Services and Collaboration Agreement with BlueSoundWaves, a sustainability focused fund led by led by Ashton Kutcher, Guy Oseary and Effie Epstein. Pursuant to the Services and Collaboration Agreement, BlueSoundWaves provides us marketing and promotional services, strategic consulting advice, and partner and investor engagement services in the United States.

As consideration for such services, BlueSoundWaves received (i) an option to purchase 6,215,770 ordinary shares, currently equal to 621,577 ADSs, and (ii) 1,243,150 of our ordinary restricted shares, currently equal to 124,315 ADSs. The exercise price per ordinary share of the ordinary share option and restricted ordinary share option is the greater of (a) the closing price per ADS on October 5, 2021 ($6.65) divided by the number of ordinary shares represented by the ADS and (b) the closing price per ADS on the day prior to the exercise of the options less a discount ranging from 25% to 75% depending on how much higher the exercise price is compared to the price determined under subsection (a) of this paragraph. The options granted pursuant to this agreement will vest over a three-year period, with one-third vesting on the first anniversary of the Services and Collaboration Agreement with the remaining amount vesting in equal quarterly installments for the remaining period. If either party provides notice to terminate the agreement, the quarterly vesting will be cancelled. A percentage of the options described above will immediately vest and be exercisable upon the occurrence of certain trading milestones, investment milestones or change of control event. We have also agreed to reimburse BlueSoundWaves its reasonable out of pocket expenses which have been previously approved.

The Services and Collaboration Agreement will remain in effect until terminated in accordance with its terms. Each party has the right to terminate upon 60 days prior written notice after the 12-month anniversary of the effective date. Either party may also terminate the Services and Collaboration Agreement upon the occurrence of a material breach which remains uncured 30 days after the breaching party has received notice of the breach. Any portion of the vested options to purchase ordinary shares or restricted ordinary shares will expire on the second anniversary of the termination of the Services and Collaboration Agreement, or otherwise expire on the 10th anniversary.

For other agreements with related parties, see “Item 7.—Major Shareholders and Related Party Transactions—Related Party Transactions.”

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D. Exchange Controls
 
Non-residents of Israel who purchase our ordinary shares outside of Israel with U.S. dollars or other foreign currency will be able to convert dividends (if any) thereon, and any amounts payable upon the dissolution, liquidation or winding up of the affairs of the Company, as well as the proceeds of any sale in Israel of the ordinary shares to an Israeli resident, into freely repatriable dollars, at a rate of exchange prevailing at the time of conversion, pursuant to regulations issued under the Currency Control Law, 1978, provided that Israeli income tax has been withheld by the Company with respect to such amounts.
 
E. Taxation 

       The following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our ordinary shares or ADSs. You should consult your own tax advisor concerning the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.

 Israeli tax considerations and government programs

      The following is a summary of the current tax regime in the State of Israel, which applies to us and to persons who hold our ordinary shares or ADSs.
 
      This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of this kind of investor include traders in securities or persons who do not hold our ordinary shares or ADSs as a capital asset. Some parts of this discussion are based on a new tax legislation which has not been subject to judicial or administrative interpretation. The discussion should not be construed as legal or professional tax advice and does not cover all possible tax considerations.
 
      HOLDERS AND POTENTIAL INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE ISRAELI OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES OR ADSs, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAXES.

 General corporate tax structure in Israel

      Israeli resident companies are generally subject to corporate tax on both ordinary income and capital gains, currently at the rate of 23% of a company’s taxable income. Capital gains derived by an Israeli resident company are subject to tax at the prevailing corporate tax rate.

Taxation of our shareholders

      Capital gains
 
      Capital gains tax is generally imposed on the disposal of capital assets by an Israeli resident, and on the disposal of capital assets by a non-resident of Israel if those assets (i) are located in Israel, (ii) are shares or a right to shares in an Israeli resident corporation, (iii) represent, directly or indirectly, rights to assets located in Israel, or (iv) a right in a foreign resident corporation, which in its essence is the owner of a direct or indirect right to property located in Israel (with respect to the portion of the gain attributed to the property located in Israel), unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise. The ITO distinguishes between “Real Capital Gain” and “Inflationary Surplus.” Real Capital Gain is the excess of the total capital gain over Inflationary Surplus. The Inflationary Surplus is a portion of the total capital gain which is equivalent to the increase of the relevant asset’s price that is attributable to the increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. Inflationary Surplus is not currently subject to tax in Israel.
 
      Real Capital Gain accrued by individuals on the sale of our ordinary shares or ADSs will be taxed at the rate of 25%. However, if the individual shareholder is a “Substantial Shareholder” (i.e., a person who holds, directly or indirectly, alone or together with another, 10% or more of one of the Israeli resident company’s means of control) at the time of sale or at any time during the preceding 12-month period, such gain will be taxed at the rate of 30%. In addition, capital gains generated by an individual claiming deduction of financing expenses in respect of such gain will be taxed at the rate of 30%.
 
      Individual and corporate shareholders dealing in securities in Israel are taxed at the tax rates applicable to business income in 2021, a tax rate of 23% for corporations and a marginal tax rate of up to 47% for individuals, unless contrary provisions in a relevant tax treaty applies. In addition, a 3% excess tax (as discussed below) is levied on individuals whose total taxable income in Israel in 2021 exceeded NIS 647,640.
 
      Notwithstanding the foregoing, generally, capital gain derived from the sale of our ordinary shares or ADSs by a shareholder who is a non-Israeli resident (whether an individual or a corporation)  should be exempt from Israeli capital gain tax, provided, among others, that:(i) the ordinary shares or ADSs were purchased upon or after the listing of the securities on the stock exchange, and (ii) the seller does not have a permanent establishment in Israel to which the derived capital gain is attributable. However, non-Israeli entities (including corporations) will not be entitled to the foregoing exemption if Israeli residents, whether directly or indirectly: (i) have a controlling interest of more than 25% in such non-Israeli entity or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli entity. In addition, such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares or ADSs are deemed to be business income. In addition, the sale of ordinary shares or ADSs may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, the U.S.-Israel Tax Treaty, or the Treaty, generally exempts U.S. residents (for purposes of the U.S.-Israel Treaty) holding the shares as a capital asset from Israeli capital gains tax in connection with such sale, exchange or disposition unless either (i) the U.S. treaty resident own, directly or indirectly, 10% or more of the Israeli resident company’s voting rights at any time within the 12-month period preceding such sale, exchange or disposition; (ii) the seller, if an individual, has been present in Israel for a period or periods aggregating to 183 days or more during the relevant taxable year; (iii) the capital gain from the sale, exchange or disposition was derived through a permanent establishment of the U.S. resident in Israel; (iv) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel, or (v) the capital gains arising from such sale, exchange or disposition is  attributed to royalties. In any such case, the sale, exchange or disposition of such shares or ADSs would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Treaty, a U.S. resident would be permitted to claim a credit for the Israeli tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel Treaty does not provide such credit against any U.S. state or local taxes.
 
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      In some instances where our shareholders may be liable for Israeli tax on the sale of their shares or ADSs, the payment of the consideration may be subject to withholding tax in Israel. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding tax at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise, the Israel Tax Authority may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or obtain a specific exemption from the Israel Tax Authority to confirm their status as non-Israeli resident, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold tax.

      Upon the sale of securities traded on a stock exchange, a detailed return, including a computation of the tax due, must be filed and an advance payment must be made on January 31 and July 31 of every tax year, in respect of sales of securities made within the previous six months by Israeli residents for whom tax has not already been deducted. However, if all tax due was withheld at source according to applicable provisions of the ITO and the regulations promulgated thereunder, there is no need to file a return and no advance payment must be paid. Capital gains are also reportable on the annual income tax return.
 
      Dividends
 
      Israeli residents who are individuals are generally subject to Israeli income tax for dividends paid (other than bonus shares or share dividends) at 25%, or 30% if the recipient of such dividend is a Substantial Shareholder, as defined above, at the time of distribution or at any time during the preceding 12-month period. Israeli resident corporations are generally exempt from Israeli corporate tax on the receipt of dividends paid on shares of Israeli resident corporations.
 
      Non-Israeli residents (whether individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on ordinary shares at the rate of 25% or 30% (if the dividend recipient is a Substantial Shareholder at the time of distribution or at any time during the preceding 12-month period). Such dividends are generally subject to Israeli withholding tax at a rate of 25% so long as the shares are registered with a nominee company (whether the recipient is a Substantial Shareholder or not), unless a reduced rate is provided under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). Under the U.S.- Israel Treaty and subject to the eligibility to the benefits under such treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. resident (for purposes of the U.S.-Israel Treaty) is 25%. However, for dividends not generated by an Approved Enterprise, Benefited Enterprise or Preferred Enterprises (which are benefitted tax regimes under the Law for Encouragement of Capital Investments-1959) and paid to a U.S. corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed as well as during the previous tax year, the maximum rate of withholding tax is generally 12.5%, provided that not more than 25% of the gross income of the Israeli resident paying corporation for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed to an Approved Enterprise, Benefited Enterprise or Preferred Enterprise are not entitled to such reduction under such tax treaty but are subject to withholding tax at the rate of 15% or 20% for such a United States corporate shareholder, provided that the conditions related to the holding of 10% of our voting capital and to our gross income for the previous year (as set forth in the previous sentence) are met. The aforementioned rates under the U.S.-Israel Treaty would not apply if the dividend income is derived through a permanent establishment of the U.S. resident in Israel.
 
      If the dividend is attributable partly to income derived from an Approved Enterprise, Benefited Enterprise or Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. U.S. residents (for purposes of the U.S.-Israel Treaty) who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for United States federal income tax purposes up to the amount of the taxes withheld, subject to detailed rules contained in U.S. tax law.
 
       A non-Israeli resident who receives dividends from which tax was withheld is generally exempt from the obligation to file tax returns in Israel in respect of such income, provided, inter alia, that (i) such income was not derived from a business conducted in Israel by the taxpayer, (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed and (iii) the taxpayer is not obliged to pay excess tax (as further explained below).

      Excess Tax
 
      Individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual income exceeding NIS 647,640 for 2021 (which amount is linked to the annual change in the Israeli consumer price index), including, but not limited to, dividends, interest and capital gain.
 
      Estate and gift tax
 
      Israeli law presently does not impose estate or gift taxes.
 
Material United States federal income tax considerations
 
      The following discussion describes material United States federal income tax considerations relating to the acquisition, ownership, and disposition of shares or ADSs by a U.S. Holder (as defined below) that acquires our shares or ADSs and holds them as a capital asset. This discussion is based on the tax laws of the United States, including the Code, Treasury regulations promulgated or proposed thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof. These tax laws are subject to change, possibly with retroactive effect, and subject to differing interpretations that could affect the tax consequences described herein. In addition, this section is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreements will be performed in accordance with its terms. This discussion does not address the tax consequences to a U.S. Holder under the laws of any state, local or foreign taxing jurisdiction.

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For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our shares or ADSs that, for United States federal income tax purposes, is:
 

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.

   A “Non-U.S. Holder” is a beneficial owner of our ordinary shares that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership for United States federal income tax purposes).

   This discussion does not address all aspects of United States federal income taxation that may be applicable to U.S. Holders in light of their particular circumstances or status (including, for example, banks and other financial institutions, insurance companies, broker and dealers in securities or currencies, traders that have elected to mark securities to market, regulated investment companies, real estate investment trusts, partnerships or other pass-through entities, corporations that accumulate earnings to avoid U.S. federal income tax, tax-exempt organizations, pension plans, persons that hold our shares as part of a straddle, hedge or other integrated investment, persons subject to alternative minimum tax or whose “functional currency” is not the U.S. dollar).
 
   If a partnership (including any entity or arrangement treated as a partnership for United States federal income tax purposes) holds our shares or ADSs, the tax treatment of a person treated as a partner in the partnership for United States federal income tax purposes generally will depend on the status of the partner and the activities of the partnership. Partnerships (and other entities or arrangements so treated for United States federal income tax purposes) and their partners should consult their own tax advisors.
 
   In general, and taking into account the earlier assumptions, for United States federal income and Israeli tax purposes, a holder that holds ADRs evidencing ADSs will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to United States federal income or Israeli tax.

   This discussion addresses only U.S. Holders and does not discuss any tax considerations other than United States federal income tax considerations. Prospective investors are urged to consult their own tax advisors regarding the United States federal, state, and local, and non-United States tax consequences of the purchase, ownership, and disposition of our shares or ADSs.

Dividends
 
     We do not expect to make any distribution with respect to our shares or ADSs. However, if we make any such distribution, under the United States federal income tax laws, and subject to the passive foreign investment company, or PFIC, rules discussed below, the gross amount of any dividend we pay out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) will be includible in income for a U.S. Holder and subject to United States federal income taxation. Dividends paid to a noncorporate U.S. Holder that constitute qualified dividend income will be taxable at a preferential tax rate applicable to long-term capital gains of, currently, 20 percent, provided that the U.S. Holder holds the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. If we are treated as a PFIC, dividends paid to a U.S. Holder will not be treated as qualified dividend income. If we are not treated as a PFIC, dividends we pay with respect to the shares or ADSs generally will be qualified dividend income, provided that the holding period requirements are satisfied by the U.S. Holder.
 
      A U.S. Holder must include any Israeli tax withheld from the dividend payment in the gross amount of the dividend even though the holder does not in fact receive it. The dividend is taxable to the holder when the holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively. Because we are not a United States corporation, the dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of the dividend distribution includible in a U.S. Holder’s income will be the U.S. dollar value of the NIS payments made, determined at the spot NIS/U.S. dollar rate on the date the dividend distribution is includible in income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is included in income to the date the payment is converted into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes.

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      Dividends paid with respect to our ordinary shares or ADSs will be treated as foreign source income, which may be relevant in calculating the holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends that we distribute generally should constitute “passive category income,” or, in the case of certain U.S. Holders, “general category income.” A foreign tax credit for foreign taxes imposed on distributions may be denied if holders do not satisfy certain minimum holding period requirements. The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisor to determine whether and to what extent you will be entitled to this credit.
 
      To the extent a distribution with respect to our shares or ADSs exceeds our current or accumulated earnings and profits, as determined under United States federal income tax principles, the distribution will be treated, first, as a tax-free return of the U.S. Holder’s investment, up to the holder’s adjusted tax basis in its shares or ADSs, and, thereafter, as capital gain, which is subject to the tax treatment described below in “—Gain on Sale, Exchange or Other Taxable Disposition.”
 
      Subject to certain limitations, the Israeli tax withheld in accordance with the Treaty and paid over to Israel will be creditable or deductible against a U.S. Holder’s United States federal income tax liability.
 
      Subject to the discussion below under “Information reporting and backup withholding,” if you are a Non-U.S. Holder, you generally will not be subject to United States federal income (or withholding) tax on dividends received by you on your ordinary shares, unless you conduct a trade or business in the United States and such income is effectively connected with that trade or business (or, if required by an applicable income tax treaty, the dividends are attributable to a permanent establishment or fixed base that such holder maintains in the United States).

Gain on sale, exchange or other taxable disposition

      Subject to the PFIC rules described below under “Passive Foreign Investment Company Considerations,” a U.S. Holder that sells, exchanges or otherwise disposes of shares or ADSs in a taxable disposition generally will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. Dollar value of the amount realized and the holder’s tax basis, determined in U.S. Dollars, in the shares or ADSs. Gain or loss recognized on such a sale, exchange or other disposition of shares or ADSs generally will be long-term capital gain if the U.S. Holder’s holding period in the shares or ADSs exceeds one year. Long-term capital gains of non-corporate U.S. Holders are generally taxed at preferential rates. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. A U.S. Holder’s ability to deduct capital losses is subject to limitations.
 
      Subject to the discussion below under “Information reporting and backup withholding,” if you are a Non-U.S. Holder, you generally will not be subject to United States federal income or withholding tax on any gain realized on the sale or exchange of such ordinary shares unless:
 

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.
 
      For a cash basis taxpayer, units of foreign currency paid or received are translated into U.S. dollars at the spot rate on the settlement date of the purchase or sale. In that case, no foreign currency exchange gain or loss will result from currency fluctuations between the trade date and the settlement date of such a purchase or sale. An accrual basis taxpayer, however, may elect the same treatment required of cash basis taxpayers with respect to purchases and sales of our ordinary shares that are traded on an established securities market, provided the election is applied consistently from year to year. Such election may not be changed without the consent of the IRS. An accrual basis taxpayer who does not make such election may recognize exchange gain or loss based on currency fluctuations between the trade date and the settlement date. Any foreign currency gain or loss a U.S. Holder realizes will be U.S. source ordinary income or loss.
      
      The determination of whether the ADSs or ordinary shares are traded on an established securities market is not entirely clear under current U.S. federal income tax law. Please consult your tax advisor regarding the proper treatment of foreign currency gains or losses with respect to a sale or other disposition of our ordinary shares.
 
Passive foreign investment company considerations
 
      Based on our income and assets, we believe that we should be treated as a PFIC for the preceding taxable year. However, the determination of our PFIC status is made annually based on the factual tests described below. Consequently, while we may be treated as a PFIC in future years, we cannot estimate with certainty at this stage whether or not we are likely to be treated as a PFIC for the current or future taxable years. If we were classified as a PFIC in any taxable year, a U.S. Holder would be subject to special rules with respect to distributions on and sales, exchanges and other dispositions of the shares or ADSs. We will be treated as a PFIC for any taxable year in which at least 75 percent of our gross income is “passive income” or at least 50 percent of our gross assets during the taxable year, assuming we were not a controlled foreign corporation, or CFC, for the year being tested, based on the average of the fair market values of the assets determined at the end of each quarterly period, are assets that produce or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from commodities and securities transactions, and gains from assets that produce passive income. However, rents and royalties received from unrelated parties in connection with the active conduct of a trade or business are not considered passive income for purposes of the PFIC test. In determining whether we are a PFIC, a pro rata portion of the income and assets of each corporation in which we own, directly or indirectly, at least a 25% interest (by value) is taken into account.

65

 
      Excess distribution rules
 
      If we were a PFIC with respect to a U.S. Holder, then unless the holder makes one of the elections described below, a special tax regime would apply to the U.S. Holder with respect to (a) any “excess distribution” (generally, aggregate distributions in any year that are greater than 125% of the average annual distribution received by the holder in the shorter of the three preceding years or the holder’s holding period for the shares or ADSs) and (b) any gain realized on the sale or other disposition of the shares or ADSs. Under this regime, any excess distribution and realized gain will be treated as ordinary income and will be subject to tax as if (a) the excess distribution or gain had been realized ratably over the U.S. Holder’s holding period, (b) the amount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. Holder’s regular ordinary income rate for the current year and would not be subject to the interest charge discussed below), and (c) the interest charge generally applicable to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. If we were determined to be a PFIC, this tax treatment for U.S. Holders would apply also to indirect distributions and gains deemed realized by U.S. Holders in respect of stock of any of our subsidiaries determined to be PFICs. In addition, dividend distributions would not qualify for the lower rates of taxation applicable to long-term capital gains discussed above under “Dividends”.
 
      A U.S. Holder that holds the shares or ADSs at any time during a taxable year in which we are classified as a PFIC generally will continue to treat such shares or ADSs as shares or ADSs in a PFIC, even if we no longer satisfy the income and asset tests described above, unless the U.S. Holder elects to recognize gain, which will be taxed under the excess distribution rules as if such shares or ADSs had been sold on the last day of the last taxable year for which we were a PFIC.
 
      Certain elections by a U.S. Holder would alleviate some of the adverse consequences of PFIC status and would result in an alternative treatment of the shares or ADSs, as described below. However, we do not currently intend to provide the information necessary for U.S. Holders to make “QEF elections,” as described below, and the availability of a “mark-to-market election” with respect to the shares or ADSs is a factual determination that will depend on the manner and quantity of trading of our shares or ADSs, as described below. A mark-to-market election cannot be made with respect to the stock of any of our subsidiaries.
 
      QEF election
 
      If we were a PFIC, the rules above would not apply to a U.S. Holder that makes an election to treat our shares or ADSs as stock of a “qualified electing fund” or QEF. A U.S. Holder that makes a QEF election is required to include in income its pro rata share of our ordinary earnings and net capital gain as ordinary income and long-term capital gain, respectively, subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge. A U.S. Holder makes a QEF election generally by attaching a completed IRS Form 8621 to a timely filed United States federal income tax return for the year beginning with which the QEF election is to be effective (taking into account any extensions). A QEF election can be revoked only with the consent of the IRS. In order for a U.S. Holder to make a valid QEF election, we must annually provide or make available to the holder certain information. While we intend to provide to U.S. Holders the information required to make a valid QEF election, we cannot provide any assurances that we will in fact provide such information.
 
      Mark-to-market election
 
      If we were a PFIC, the rules above also would not apply to a U.S. Holder that makes a “mark-to-market” election with respect to the shares or ADSs, but this election will be available with respect to the shares or ADSs only if they meet certain minimum trading requirements to be considered “marketable stock” for purposes of the PFIC rules. In addition, a mark-to-market election generally could not be made with respect to the stock of any of our subsidiaries unless that stock were itself marketable stock, and the election may therefore be of limited benefit to a U.S. Holder that wants to avoid the excess distribution rules described above. Shares or ADSs will be marketable stock if they are regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission or on a non-U.S. exchange or market that meets certain requirements under the Treasury regulations. Shares or ADSs generally will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement will be disregarded.
 
      A U.S. Holder that makes a valid mark-to-market election for the first tax year in which the holder holds (or is deemed to hold) our shares or ADSs and for which we are a PFIC will be required to include each year an amount equal to the excess, if any, of the fair market value of such shares or ADSs the holder owns as of the close of the taxable year over the holder’s adjusted tax basis in such shares or ADSs. The U.S. Holder will be entitled to a deduction for the excess, if any, of the holder’s adjusted tax basis in the shares or ADSs over the fair market value of such shares or ADSs as of the close of the taxable year, but only to the extent of any net mark-to-market gains with respect to such shares or ADSs included by the U.S. Holder under the election for prior taxable years. The U.S. Holder’s basis in such shares or ADSs will be adjusted to reflect the amounts included or deducted pursuant to the election. Amounts included in income pursuant to a mark-to-market election, as well as gain on the sale, exchange or other taxable disposition of such shares or ADSs, will be treated as ordinary income. The deductible portion of any mark-to-market loss, as well as loss on a sale, exchange or other disposition of our shares or ADSs to the extent that the amount of such loss does not exceed net mark-to-market gains previously included in income, will be treated as ordinary loss.

66

 
      The mark-to-market election applies to the taxable year for which the election is made and all subsequent taxable years, unless the shares cease to be treated as marketable stock for purposes of the PFIC rules or the IRS consents to its revocation. The excess distribution rules described above generally will not apply to a U.S. Holder for tax years for which a mark-to-market election is in effect. However, if we were a PFIC for any year in which the U.S. Holder owns the shares or ADSs but before a mark-to-market election is made, the interest charge rules described above would apply to any mark-to-market gain recognized in the year the election is made.
 
      PFIC reporting obligations
 
      A U.S. Holder of PFIC shares must generally file an annual information return on IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
 
      U.S. Holders are urged to consult their tax advisors as to our status as a PFIC, and the tax consequences to them if we were a PFIC, including the reporting requirements and the desirability of making, and the availability of, a QEF election or a mark-to-market election with respect to the shares or ADSs.

Medicare tax

      Non-corporate U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of shares or ADSs. A United States person that is an individual, estate or trust is encouraged to consult its tax advisors regarding the applicability of this Medicare tax to its income and gains in respect of any investment in our shares or ADSs.

Information reporting with respect to foreign financial assets
 
      Individual U.S. Holders may be subject to certain reporting obligations on IRS Form 8938 (Statement of Specified Foreign Financial Asset) with respect to the shares or ADSs for any taxable year during which the U.S. Holder’s aggregate value of these and certain other “specified foreign financial assets” exceed a threshold amount that varies with the filing status of the individual. This reporting obligation also applies to domestic entities formed or availed of to hold, directly or indirectly, specified foreign financial assets, including the shares or ADSs. Significant penalties can apply if U.S. Holders are required to make this disclosure and fail to do so.
 
Information reporting and backup withholding

      In general, information reporting, on IRS Form 1099, will apply to dividends in respect of shares or ADSs and the proceeds from the sale, exchange or redemption of shares of ADSs that are paid to a holder of shares or ADSs within the United States (and in certain cases, outside the United States), unless such holder is an exempt recipient such as a corporation. Backup withholding (currently at a 24% rate) may apply to such payments if a holder of shares or ADSs fails to provide a taxpayer identification number (generally on an IRS Form W-9) or certification of other exempt status or fails to report in full dividend and interest income.
 
      Backup withholding is not an additional tax. A U.S. Holder generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed the U.S. Holder’s income tax liability by filing a refund claim with the Internal Revenue Service.
 
F. Dividends and Paying Agents
 
Not applicable
 
G. Statement by Experts
 
Not applicable.
 
H. Documents on Display
 
We are subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers and under those requirements will file reports with the SEC. Those reports may be inspected without charge at the locations described below. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.

67

 
We maintain a corporate website at www.meatech3d.com. We intend to post our Annual Report on Form 20-F on our website promptly following it being filed with the SEC. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report on Form 20-F. We have included our website address in this Annual Report on Form 20-F solely as an inactive textual reference.
 
Our SEC filings are available to you on the SEC’s website at http://www.sec.gov. This site contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this Annual Report on Form 20-F.
 
With respect to references made in this Annual Report on Form 20-F to any contract or other document of MeaTech, such references are not necessarily complete and you should refer to the exhibits attached or incorporated by reference to this Annual Report on Form 20-F for copies of the actual contract or document.
 
I. Subsidiary Information
 
Not applicable.
 
 
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ON MARKET RISK
 
For quantitative and qualitative information regarding our market risk, see “Item 5 — Operating and Financial Review and Prospects — Liquidity and Capital Resources — Quantitative and Qualitative Disclosures About Market Risk” and Note 22 to our financial statements.
 
 
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
A. Debt Securities
 
Not applicable.
 
B. Warrants and Rights

Not applicable.

C. Other Securities
 
Not applicable.
 
D. American Depositary Shares
 
The Bank of New York Mellon is the depositary of the ADSs. Each ADS represents ten ordinary shares (or a right to receive ten ordinary shares). Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s office at which the ADSs are administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.
 
A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. A copy of the deposit agreement was filed as Exhibit 4.1 to our amended registration statement on Form F-1 filed with the SEC on March 5, 2021 and is incorporated by reference herein.
 
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Fees and Expenses
 
Pursuant to the terms of the deposit agreement, the holders of the ADSs will be required to pay the following fees:
 
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
 
 
 
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 have 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
 
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
 
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
 
The depositary may convert foreign currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as an agent, fiduciary or broker on behalf of any other person and earns revenue, including, without limitation, fees and spreads that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be most favorable to ADS holders, subject to its obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.
 
69


PART II
 
 
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
Not applicable.
 
 
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 
Initial Public Offering
 
In March 2021, we sold 2,721,271 ADSs, each representing ten ordinary shares, no par value, in our U.S. initial public offering at a public offering price of $10.30 per ADS.  Gross proceeds, including proceeds generated from the partial exercise of the underwriter’s option to purchase additional ADSs, were $28 million. Net proceeds to us, after deducting underwriting discounts and commissions and estimated offering expenses payable by us were approximately $24.7 million. The effective date of the registration statement on Form F-1 (File No. 333-253257) for our U.S. initial public offering of ADSs was March 11, 2021. The offering closed on March 17, 2021. H.C. Wainwright, Inc. acted as the sole underwriter in the offering.
 
The net proceeds from our initial public offering are held in cash and cash equivalents and we expect they will meet our capital requirements until the fourth quarter of 2022. We do not currently have any specific commitments or plans for acquisitions; to the extent we do engage in acquisitions, we will do so after ensuring that we will have sufficient funds available to meet our capital requirements, and such acquisitions are likely to affect our projected cash needs. None of the net proceeds of our initial public offering were paid directly or indirectly to any director, officer, general partner of ours or to their associates, persons owning ten percent or more of any class of our equity securities, or to any of our affiliates.
 
 
ITEM 15.
CONTROLS AND PROCEDURES
 
A. Disclosure Controls and Procedures 

We have performed an evaluation of the effectiveness of our disclosure controls and procedures that are designed to ensure that the material financial and non-financial information required to be disclosed to the SEC is recorded, processed, summarized and reported timely. Based on our evaluation, our management, including our chief executive officer and chief financial officer, has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report are effective. Notwithstanding the foregoing, there can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in our reports.

B. Management’s Annual Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management assessed our internal control over financial reporting as of December 31, 2020, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies and our overall control environment.
 
Based on its assessment, our management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with International Financial Reporting Standards. We reviewed the results of our management’s assessment with the Audit Committee of our Board of Directors.
 
C. Attestation Report of the Registered Public Accounting Firm
 
This Annual Report on Form 20-F does not include an attestation report of the company’s registered public accounting firm as the company is considered an emerging growth company.

D. Changes in Internal Control over Financing Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Annual Report on Form 20-F that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
 
 
ITEM 16.
[RESERVED]
 
 
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
 
Our board of directors has determined that all members of our audit committee are financially literate as determined in accordance with Nasdaq rules and that Messrs. Eli Arad and David Gerbi are qualified to serve as “audit committee financial experts” as defined by SEC rules. The audit committee financial experts are independent directors.
 
70


 
ITEM 16B.
CODE OF ETHICS
 
We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that is applicable to all of our directors, executives and other employees, and those of our affiliates. A copy of the Code of Conduct is available on our website at www.meatech3d.com. Any waivers of the Code of Ethics for directors and officers require the approval of the audit committee of our board of directors. We expect that any amendments to the Code of Conduct will be disclosed on our website.
 
On April 18, 2021, in conjunction with the adoption of the Code of Ethics, we granted a waiver to Mr. Steven H. Lavin, at the time the Chairman of our Board of Directors, from provisions of the Code of Ethics where and to the extent that these conflict with the provisions of agreements to which Mr. Lavin and we are parties.

 
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Fees Paid to Independent Registered Public Accounting Firm
 
Somekh Chaikin, Tel Aviv, Israel (PCAOB ID 1057), a member firm of KPMG International, has served as our independent registered public accounting firm for 2021 and 2020. Following are Somekh Chaikin fees for professional services in each of the respective fiscal years:

 
 
Year ended December 31,
 
 
 
2021
 
 
2020
 
 
 
USD, in thousands
 
 
 
 
 
Audit fees(1)
 
 
176
     
145
 
Tax fees(2)
 
 
3
     
10
 
Total
 
 
179
     
155
 
 
 
(1)
Audit fees consist of fees billed or expected to be billed for the annual audit services engagement and other audit services, which are those services that only the external auditor can reasonably provide, and include the Company audit; statutory audits; comfort letters and consents; attest services; and assistance with and review of documents filed with the TASE and SEC.
 
 
(2)
Tax fees include fees billed for tax compliance services that were rendered during the most recent fiscal year, including the preparation of original and amended tax returns and claims for refund; tax consultations, such as assistance and representation in connection with tax audits and appeals, tax advice related to mergers and acquisitions, transfer pricing, and requests for rulings or technical advice from taxing authority; tax planning services; and expatriate tax planning and services.
 
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
 
Our Audit Committee has the sole authority to approve the scope of the audit and any audit-related services, as well as all audit fees and terms. The Audit Committee must pre-approve any audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee will not approve the engagement of the independent registered public accounting firm to perform any services that the independent registered public accounting firm would be prohibited from providing under applicable laws, rules and regulations, including those of self-regulating organizations. The Audit Committee reviews and pre-approves the statutory audit fees that can be provided by the independent registered public accounting firm on an annual basis.

ITEM 16D.           EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
Not applicable.
 
ITEM 16E.           PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
Not applicable.
 
ITEM 16F.           CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
 
Not applicable.
 
71


ITEM 16G.          CORPORATE GOVERNANCE
 
Nasdaq Listing Rules and Home Country Practices

The Sarbanes-Oxley Act, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, such as us, to comply with various corporate governance practices. As a foreign private issuer, we are permitted to follow certain Israeli corporate governance practices instead of Nasdaq rules, provided that we disclose which requirements we are not following and the equivalent Israeli requirements. Below is a concise summary of the significant ways in which our corporate governance practices differ from the corporate governance requirements of Nasdaq applicable to domestic U.S. listed companies:
 

Quorum. As permitted under the Companies Law, pursuant to our articles of association, the quorum required for an ordinary meeting of shareholders consists of at least two shareholders present in person or by proxy who hold or represent between them at least 25% of the voting power of our shares (and, with respect to an adjourned meeting, generally one or more shareholders who hold or represent any number of shares), instead of 33 1/3% of the issued share capital provided under Nasdaq Listing Rule 5260(c).
 

Shareholder Approval. Although the Nasdaq Listing Rules generally require shareholder approval of equity compensation plans and material amendments thereto, we follow Israeli practice, which is to have such plans and amendments approved only by the board of directors, unless such arrangements are for the compensation of chief executive officer or directors, in which case they also require the approval of the compensation committee and the shareholders. In addition, rather than follow the Nasdaq Listing Rules requiring shareholder approval for the issuance of securities in certain circumstances, we follow Israeli law, under which a private placement of securities requires approval by our board of directors and shareholders if it will cause a person to become a controlling shareholder (generally presumed at 25% ownership) or if: (a) the securities issued amount to 20% or more of our outstanding voting rights before the issuance; (b) some or all of the consideration is other than cash or listed securities or the transaction is not on market terms; and (c) transaction will increase the relative holdings of a shareholder that holds 5% or more of our outstanding share capital or voting rights or will cause any person to become, as a result of the issuance, a holder of more than 5% of our outstanding share capital or voting rights.
 

Executive Sessions. While the Nasdaq Listing Rules require that “independent directors,” as defined in the Nasdaq Listing Rules, must have regularly scheduled meetings at which only “independent directors” are present. Israeli law does not require, nor do our independent directors necessarily conduct, regularly scheduled meetings at which only they are present.
 
ITEM 16H.          MINE SAFETY DISCLOSURE
 
Not applicable.

ITEM 16I.           DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

72

 

PART III
 
ITEM 17.            FINANCIAL STATEMENTS
 
The Registrant has responded to Item 18 in lieu of responding to this Item.
 
ITEM 18.            FINANCIAL STATEMENTS
 
See the financial statements beginning on page F-1. The following financial statements and financial statement schedules are filed as part of this Annual Report on Form 20-F together with the report of the independent registered public accounting firm.
 
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MeaTech 3D Ltd.
Index to Consolidated Financial Statements
 
Financial Information of MeaTech 3D Ltd.
Page
   
F-2
Consolidated Financial Statements:
 
F-3
F-4
F-5
F-6
F-7
 
F-1


MeaTech 3D Ltd.
 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors

MeaTech 3D Ltd.

 

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of MeaTech 3D Ltd. (“the Company”) as of December 31, 2021 and 2020, the related consolidated statements of income and comprehensive loss, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021,  and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

 

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1c to the consolidated financial statements, the Company has incurred recurring losses from operations that, together with other matters described in the aforesaid note, raise substantial doubt about its ability to continue as a going concern Management’s plans in regard to these matters are also described in Note 1c. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

 

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Somekh Chaikin

Somekh Chaikin

 

Member Firm of KPMG International

 

We have served as the Company’s auditor since 2020.

 

Tel Aviv, Israel

March 24, 2022

 

F - 2


MeaTech 3D Ltd.
 
Consolidated Statements of Financial Position

 
         
December 31
   
December 31
 
         
2021
   
2020
 
   
 
   
USD thousands
   
USD thousands
 
Current assets
                 
                   
Cash and cash equivalents
 
4
     
19,176
     
13,556
 
Other investment
 
6
     
154
     
149
 
Receivables and prepaid expenses
 
5
     
2,782
     
131
 
Total current assets
         
22,112
     
13,836
 
                       
Non-current assets
                     
                       
Restricted deposits
 
 
     
405
     
51
 
Other investment
 
6
     
1,355
      2,513  
Right-of-use asset
 
19
     
407
     
168
 
 Intangible assets   16       13,453       -  
Fixed assets, net
 
7
     
2,922
     
906
 
                       
Total non-current assets
         
18,542
     
3,638
 
                       
Total Assets
         
40,654
     
17,474
 
                       
Current liabilities
                     
                       
Trade payables
         
382
     
351
 
Other payables
 
8
     
2,239
     
996
 
Current maturities of lease liabilities
 
19
     
165
     
180
 
Derivative instrument
 
 
 
   
-
     
316
 
                       
Total current liabilities
         
2,786
     
1,843
 
                       
Non-current liabilities
                     
                       
Long-term lease liabilities
 
19
     
246
     
-
 
                       
Total non-current liabilities
         
246
     
-
 
                       
Equity
 
 
                 
                       
Share capital and premium on shares
         
69,610
     
30,481
 
Capital reserves
         
3,708
     
3,319
 
Currency translation differences reserve
         
1,275
     
780
 
Accumulated deficit
         
(36,971
)
   
(18,949
)
                       
Total Equity
         
37,622
     
15,631
 
Total liabilities and Equity
         
40,654
     
17,474
 

 

F - 3


MeaTech 3D Ltd.

 
Consolidated Statements of Operations and of Comprehensive Loss

 
         
Year ended
December 31,
   
Year ended
December 31,
   
Year ended
December 31,
 
         
2021
   
2020
   
2019
 
   
 
   
USD thousands,
except share
data
   
USD thousands,
except share
data
   
USD thousands,
except share
data
 
                         
Research and development expenses
 
11
     
7,594
     
2,491
      166  
Marketing expenses
 
12
     
1,628
     
506
      -  
General and administrative expenses
 
13
     
8,010
     
5,380
     
256
 
Public listing expenses
 
 
 
   
-
     
10,164
      -  
Operating loss
         
17,232
     
18,541
     
422
 
                               

Financing income

  14       509       110       -  
Financing expenses
 
14
     
1,299
 
   
93
     
1
 
                               
Loss for the year
         
18,022
     
18,524
     
423
 
                               
Capital reserve for financial assets at fair value that will not be transferred to profit or loss
 
 
     
-
     
334
     
-
 
Currency translation differences loss (income) that will not be transferred to profit or loss over ILS
         
(1,942
)
   
(758
)
   
(22
)

Currency translation differences loss (income) that might be transferred to profit or loss over EUR

          1,447       -       -  
                               
Total comprehensive loss for the year
         
17,527
     
18,100
     
401
 
                               
Loss per ordinary share, no par value (USD)
                             
Basic and diluted loss per share (USD)
         
0.155
     
0.308
     
0.022
 
                               
Weighted-average number of shares outstanding - basic and diluted (shares)
 
 
     
115,954,501
     
60,112,197
     
19,484,478
 

 

F - 4


MeaTech 3D Ltd.
 
Consolidated Statements of Changes in Equity

 
   
Share
capital
and capital premium
   
Fair value of
financial assets
reserve
   
Transactions
with related
parties reserve
   
Currency
translation
differences
reserve
   
Share-based
payments
reserve
   
Accumulated
deficit
   
Total
 
   
USD thousands
 
                                           
Balance as at January 1, 2021
   
30,481
     
(334
)    
14
     
780
     
3,639
     
(18,949
)
   
15,631
 
                                                         
Share-based payments
   
-
     
-
     
-
     
-
     
3,965
     
-
     
3,965
 
Issuance of shares and warrants, net
   
32,330
     
-
     
-
     
-
     
-
     
-
     
32,330
 
Exercise of options
   
6,799
     

-

     

-

     

-

     
(3,576
)
   

-

     
3,223
 
Other comprehensive income
   
-
     
-
 
   
-
     
495
     
-
     
-
     
495
 
Loss for the year
   
-
     
-
     
-
     
-
     
-
     
(18,022
)
   
(18,022
)
                                                         
Balance as at December 31, 2021
   
69,610
     
(334
)
   
14
     
1,275
     
4,028
     
(36,971
)
   
37,622
 
                                                         
Balance as at January 1, 2020
   
1,880
     
-
     
14
     
22
     
-
     
(425
)
   
1,491
 
                                                         
Share-Based Payment    

-

     

-

     

-

     

-

      3,958      

-

      3,958  
Reverse acquisition     11,439      

-

     

-

     

-

     

-

     

-

      11,439  
Issuance of shares and warrants, net
   
14,067
     
-
     
-
     
-
     
-
     
-
     
14,067
 

Exercise of options – Investors

    2,753      

-

     

-

     

-

     

-

     

-

      2,753  

Exercise of options – Share-Based Payment

    342      

-

     

-

     

-

      (319 )    

-

      23  
Other comprehensive income (loss)
   

-

     
(334
)    
-
     
758
     
-
     

-

     
424
 
Loss for the year
   
-
     
-
     
-
     
-
     
-
     
(18,524
)
   
(18,524
)
                                                         
Balance as at December 31, 2020
   
30,481
     
(334
)    
14
     
780
     
3,639
     
(18,949
)
   
15,631
 
                                                         
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 year
   
-
     
-
     
-
     
-
     
-
     
(423
)
   
(423
)
                                                         
Balance as at December 31, 2019
   
1,880
     
-
     
14
     
22
     
-
     
(425
)
   
1,491
 

 

F - 5


MeaTech 3D Ltd.
 
Consolidated Statements of Cash Flows

 
     
Year ended
December 31,
2021
   
Year ended
December 31,
2020
   
Year ended
December 31,
2019
 
     
USD
thousands
   
USD
thousands
   
USD
thousands
 
Cash flows - operating activities
                   
Net Loss for the period
     
(18,022
)
   
(18,524
)
   
(423
)
                           
Adjustments:
                         
Depreciation and amortization
     
680
     
213
     
21
 
Change in fair value of derivative
     
(316
)
   
(36
)    
14
 
Change in fair value of other investment
6    
(193
)
   
(74
)    
-
 

Changes in net foreign exchange expenses

      1,279       -       -  
Share-based payment expenses
     
3,965
     
3,958
     
-
 
Public listing expenses
     
-
     
10,164
     
-
 
Changes in asset and liability items:
                         
Decrease (increase) in receivables
     
(2,351
)    
5
 
   
(36
)
Increase (decrease) in trade payables
     
(97
)    
126
     
66
 
Increase in other payables
     
1,095
     
336
     
185
 
Net cash used in operating activities
     
(13,960
)
   
(3,832
)
   
(173
)
                           
Cash flows - investment activities
                         
Acquisition of fixed assets
     
(1,828
)
   
(681
)
   
(126
)

Increase in restricted deposit

     
(337
)
   
(6
)
   
(41
)

Loan provided

     
(367
)
   
-
     
(86
)

Acquisition of other investments, net of cash acquired

16

   
(6,808
)    
(1,188
)
   
-
 

 

                         
Net cash used in investing activities
     
(9,340
)
   
(1,875
)
   
(253
)
                           
Cash flows - financing activities
                         
Proceeds from issuance of shares and warrants
     
29,281
     
14,887
     
1,670
 
Issuance costs
     
(3,283
)
   
(819
)
   
(8
)
Repayment of liability for lease
     
(346
)
   
(140
)
   
(14
)
Proceeds on account of other investment
     
149
     
71
     
-
 
Proceeds on account of capital issuance
     
-
     
222
     
-
 
Proceeds with regard to derivative
     
-
     
348
     
-
 
Proceeds from exercise of share options
     
3,222
     
2,776
     
-
 
                           
Net cash from financing activities
     
29,023
     
17,345
     
1,648
 
                           
Increase in cash and cash equivalents
     
5,723
     
11,638
     
1,222
 
Effect of exchange differences on cash and cash equivalents
     
(103
)    
644
     
21
 
Cash and cash equivalents at the beginning of the period
     
13,556
     
1,274
     
31
 
                           
Cash balance and cash equivalents at end of period
     
19,176
     
13,556
     
1,274
 
                           
Non cash activities
                         
Purchase of fixed assets
     
57
     
143
     
1
 
Issue of shares and options against intangible asset
     
6,332
     
-
     
222
 
 
F - 6

MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

Note 1 – General
 
A.
Reporting entity

 
MeaTech 3D Ltd. (formerly Ophectra Real Estate and Investments Ltd. and Meat-Tech 3D Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983, and later a publicly-traded company whose ordinary shares were listed for trade on the Tel Aviv Stock Exchange (TASE). The Company’s official address is 5 David Fikes St., Rehovot, Israel.

 

The Company’s foodtech activities were commenced in July 2019 by a company called MeaTech Ltd., which merged with the Company in January 2020 and became a fully-owned subsidiary, now called MeaTech MT Ltd. As the Company was the surviving entity of the merger, and continued the pre-merger business operations, utilizing the pre-merger management and employees, of MeaTech Ltd., the transaction was treated as a reverse acquisition that does not constitute a business combination.

 

The Company is developing a suite of advanced high-throughput manufacturing technologies to produce cell-based alternative protein products for cultivated, sustainable meat production, and focused on developing premium, center-of-plate meat products, including development of high-throughput bioprinting systems.

 
B.
Material events in the reporting period
 
  (1)

Acquisition of subsidiary

 

In February 2021, the Company acquired Belgian cultured fat developer Peace of Meat BV. For further details, see Note 16 below.

 

  (2)
Initial public offering

 

On March 12, 2021, the Company completed its Initial Public Offering on the Nasdaq of 2,721,271 ADSs, each representing ten ordinary shares of the Company (in total, 27,212,710 ordinary shares), at an offering price of USD10.30 per ADS, resulting in gross proceeds of USD28 million and net proceeds of USD24.7 million. The ADSs trade on the Nasdaq Capital Market under the symbol “MITC.” On August 5, 2021, the Company completed the voluntary de-listing of its ordinary shares from the TASE. A number of ordinary shares remain traded over the counter (OTC:MTTCF). Additionally, the vesting of 1,374,998 investor share rights was triggered by the IPO, and these shares were issued in return for USD 1.25 million following the IPO.

 

  (3)

Effects of the spread of COVID-19

 

 

To date, the impact of the COVID-19 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. 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 the effects of possible government measures to prevent the spread of the virus.

 

F - 7


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 1 – General (cont.)

 

C.
Going Concern

 

Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of USD 37.0 million. The Company has financed its operations mainly through fundraising from various investors.

 

The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of December 31, 2021, management is of the opinion that its existing cash will be sufficient to fund operations until Q4 2022. As a result, there is substantial doubt about the Company’s ability to continue as a going concern.

 

Management’s plans include the continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them on terms that are acceptable to it, or at all. If the Company is unsuccessful securing sufficient financing, it may need to cease operations.

 

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

 

D.
Definitions:
 
In these financial statements:

 

(1) The Company - MeaTech 3D Ltd.

 

(2) The Group – The Company and its subsidiaries, MeaTech MT Ltd., formerly known as MeaTech Ltd, Meatech Europe BV and Peace of Meat B.V. (hereafter “Peace Of Meat” OR “POM”)

 

(3) Related Party - as defined in IAS 24 (revised).

 

(4) USD - United States Dollar

 

(5) NIS – New Israeli Shekel

 

(6) EUR – Euro

 

(7) ADS – American Depositary Shares

 

F - 8


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 2 - Basis of Preparation of the Financial Statements
 
A.
Statement of compliance with IFRS
 
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

 

The financial statements were authorized for issue by the company’s board of directors on March 24, 2022.

 

B.
Functional currency and presentation currency
 
The NIS is the currency that represents the primary economic environment in which the Company and its Israeli subsidiary operate, and is therefore the functional currency of their operations. The Euro is the currency that represents the primary economic environment in which the Company’s European subsidiaries operate, and is therefore the functional currency of their operations.  Nonetheless, for reporting purposes, the consolidated financial statements, which were prepared on the basis of the functional currencies, were translated into US Dollars, which the Company selected as its presentation currency, as its securities are traded on the Nasdaq Capital Markets, and in order to make the Company’s financial statements more accessible to U.S.-  based investors.
 
Assets and liabilities were translated at the exchange rate of the end of the period; expenses and income were translated at the exchange rate at the time they were generated. Exchange rate differentials generated due to such translation are attributed to the Currency translation differences reserve. 

 

Currency

  USD - ILS     USD - EUR  

Period

  2021     2020     2019     2021  

December 31

    3.110       3.215       3.446     0.883   

Year Average

    3.230       3.479       3.442     0.845  

 

C.
Basis of Measurement
 
The financial statements have been prepared on the historical cost basis except for provisions.
 
For further information regarding the measurement of these liabilities, see Note 3 regarding significant accounting policies.
 
D.
Operating Cycle
 
The Company’s operating cycle is one year.
 
E.
Use of Estimates and Judgments
 
Use of estimates
 
The preparation of financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

F - 9


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 2 - Basis of Preparation of the Financial Statements (cont.)

 

E.
Use of Estimates and Judgments (cont.)

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

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

•          Note 6, on other investments;
•          Note 10, on share-based payments;
•          Note 16, on intangible assets;     

Determination of fair value

Preparation of the financial statements requires the Company to determine the fair value of certain assets and liabilities.
 
When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:
 
•          Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
•          Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly
•          Level 3: inputs that are not based on observable market data (unobservable inputs).

 

F - 10


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 3 - Significant Accounting Policies
 
A.
Financial Instruments:
 
  (1)
Non-derivative financial assets
 
Initial recognition and measurement of financial assets
 
The Company initially recognizes trade receivables and debt instruments issued on the date that they are created. All other financial assets are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying amount of the contract assets on the date classification was changed from contract asset to receivables.
 
Derecognition of financial assets
 
Financial assets are derecognized when the contractual rights of the Company to the cash flows from the asset expire, or the Company transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset were transferred. When the Company retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognize the financial asset.
 
Classification of financial assets into categories and the accounting treatment of each category
 
Financial assets are classified at initial recognition to one of the following measurement categories: amortized cost; fair value through other comprehensive income – investments in debt instruments; fair value through other comprehensive income – investments in equity instruments; or fair value through profit or loss.
 
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at fair value through profit or loss:
 
  -
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
 
Non-derivative financial liabilities include finance lease liabilities, trade and other payables.
 
Initial recognition of financial liabilities
The Company initially recognizes financial liabilities on the trade date at which the Company becomes a party to the contractual provisions of the instrument.
 
Subsequent measurement of financial liabilities
Financial liabilities (other than financial liabilities at fair value through profit or loss) are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.
 
Derecognition of financial liabilities
Financial liabilities are derecognized when the obligation of the Company, as specified in the agreement, expires or when it is discharged or cancelled.

 

F - 11


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 3 – Significant Accounting Policies (cont.)
 
A.     Financial Instruments (cont.)
     
  (3)
Share capital
 
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.
 
  (4)
Issuance of securities
 
The consideration received from the issuance of securities is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is the value of the equity component.
 
Direct issuance costs are attributed to the specific securities in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the securities.
 
B.
Impairment
 
Non-financial assets
 
Timing of impairment testing
 
The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
 
Once a year and on the same date, or more frequently if there are indications of impairment, the Group estimates the recoverable amount of each cash generating unit that contains goodwill, or intangible assets that have indefinite useful lives or are unavailable for use. 
 
Measurement of recoverable amount
 
The recoverable amount of an asset is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the assessments of market participants regarding the time value of money and the risks specific to the asset, for which the estimated future cash flows from the asset were not adjusted.
 
Recognition of impairment loss
 
An impairment loss is recognized if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss.
 

Non-derivative financial assets


See note 6.

 
C.
Financing income and expenses
 
Financing income derives from changes in fair value of financial instruments mandatorily measured at fair value through profit or loss.
 
Financing expenses comprise mainly from bank fee expenses and lease liabilities interest expenses, which are recognized in profit or loss.

 

F - 12


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

Note 3 – Significant Accounting Policies (cont.)

D.
Loss per share
 
The Company presents basic and diluted earnings or loss per share data for its ordinary shares. Basic earnings or loss per share is calculated by dividing the earnings or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year. Diluted earnings or loss per share is determined by adjusting the profit or loss attributable to ordinary shareholders of the Company and the weighted average-number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares, which comprise share options.
 
E.

Intangible Assets 

 
Research and development
 
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred.
 
Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company has the intention and sufficient resources to complete development and to use or sell the asset. As the Company’s development activities do not meet the standards for capitalization, research and development expenditure is recognized through profit or loss.
 

Subsequent expenditure


Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

 

Other intangible assets


Other intangible assets, that are acquired by the Company, are measured at cost less accumulated amortization and accumulated impairment losses. See Note 16.

 
F.
Provisions
 
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

 

G.
Fixed assets
 
  (1)
Recognition and measurement
 
Fixed asset items are measured at cost less accumulated depreciation and accumulated impairment losses.
 
The cost of a fixed asset includes expenditures that are directly attributable to the acquisition of the asset.
 
  (2)
Depreciation
 
Depreciation is a systematic allocation of the depreciable amount of an asset over its estimated useful life. The depreciable amount is the cost of the asset or other amount that replaces the cost, less its residual value.

 

F - 13


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021


Note 3 – Significant Accounting Policies (cont.)

 

G.
Fixed assets (cont.)

An asset is depreciated from the date it is ready for use, namely, the date on which it reaches the location and condition required for it to operate in the manner intended by Management.
 
Depreciation is recognized in the statement of income on a straight-line basis over the estimated useful lives of each part of the fixed-asset item, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.
 
The estimated useful lives for the current and comparative periods are as follows:
 
  ●  Computers 3 years
 

Leasehold improvements

2 years
 

Laboratory equipment

5-7 years
 

●  

Machinery and Equipment

6-10 years

 

●  

Office furniture, equipment and accessories

14 years

 
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.
 
H.
Leases
 
Determining whether an arrangement contains a lease
 
On the inception date of the lease, the Company determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Company assesses whether it has the following two rights throughout the lease term:
 
  (a)
The right to obtain substantially all the economic benefits from use of the identified asset; and
 
  (b)
The right to direct the identified asset’s use.
 
For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the company elected to account for the contract as a single lease component without separating the components.

 

Leased assets and lease liabilities
 
Contracts that award the Company control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition, the Company recognizes a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments.
 
Since the interest rate implicit in the Company's leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequent to initial recognition, the right-of-use asset is accounted for using the cost model and depreciated over the shorter of the lease term or useful life of the asset.
 

F - 14


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 3 – Significant Accounting Policies (cont.)
 

H.
Leases (cont.)

 

The lease term
 
The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively.
 
Depreciation of right-of-use asset
 
After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the shorter of the useful life or contractual lease period. The Company’s lease of its office and laboratory space is depreciated over a period of two years.
  
I.
Employee benefits
 
  (1)
Post-employment benefits
 
The Company has a post-employment benefit plan, financed by deposits with insurance companies or with funds managed by a trustee, and classified as a defined contribution plan, under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees.
 
  (2)
Short-term benefits
 
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee when the benefit is not accumulated.
 
A liability is recognized for the amount expected to be paid under short-term cash bonus if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
 
The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits depending on when the Company expects the benefits to be wholly settled.

 

J.
Share-based compensation
 
Share-based compensation expense related to share awards is recognized based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the binomial option pricing model. The option pricing model requires the input of highly subjective assumptions, including the expected term of the option, the expected volatility of the price of the Company’s ordinary shares and the expected dividend yield of ordinary shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company recognizes compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the accelerated method based on the multiple-option award approach. Forfeitures are accounted for as they occur.
 

F - 15


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 3 – Significant Accounting Policies (cont.)

K.

Basis of Consolidation 

 

Acquisition of a subsidiary

 

Upon the acquisition of a subsidiary, the Company exercises discretion when examining whether the transaction constitutes the acquisition of a business or acquisition of an asset, for the purpose of determining the accounting treatment of the transaction. Transactions in which the acquired company is not considered a business are accounted for as the acquisition of a group of assets and liabilities. In such transactions, the cost of acquisition, which includes transaction costs, is allocated proportionately to the acquired identifiable assets and liabilities, based on their proportionate fair value on the acquisition date. Furthermore, no goodwill is recognized and no deferred taxes are recognized in respect of the temporary differences existing on the acquisition date.


Consideration paid partly in the form of equity instruments, based on the quoted share price. Any additional consideration will be capitalized upon the achievement of defined milestones, which constitutes the variable consideration.


When the variable consideration depends on performance conditions, the Company has elected not to recognize the contingent consideration at the time of purchase, but rather if and when the contingent conditions occur and when the consideration is transferred or obliged to be transferred.

 

IFRS 3 includes a distinction between a transaction to acquire an operation is the acquisition of a "business" and the acquisition of a group of assets that according to the standard is not considered the acquisition of a "business". The aforementioned standard offers the optional concentration test so that if substantially all of the fair value of the acquired assets is attributable to a group of similar identifiable assets or to a single identifiable asset, this will not be the acquisition of a business

 

Transactions eliminated on consolidation

 

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

 

L.

Transactions with controlling shareholder

 

Assets and liabilities included in a transaction with a controlling shareholder are measured at fair value on the date of the transaction. As the transaction is on the equity level, the Company includes the difference between the fair value and the consideration from the transaction in its equity.

 

M.

Government grants

 

Government grants are recognized initially at fair value when there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant. Unconditional government grants are recognized when the Group is entitled to receive them. Grants that compensate the Group for expenses incurred are presented as a deduction from the corresponding expense. Grants that compensate the Group for the cost of an asset are presented as a deduction from the related assets and are recognized in profit or loss on a systematic basis over the useful life of the asset. 

 

F - 16


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021
Note 4 – Cash and Cash Equivalents
 
   

December 31

   

December 31

 
   
2021
   
2020
 
   
USD thousands
   
USD thousands
 
Cash in USD
   
15,596
     
1,021
 
Cash in NIS
   
1,688
     
7,627
 
Cash in Euro
   
1,892
     
4,908
 
Total cash and cash equivalents
   
19,176
     
13,556
 

 

Note 5 – Receivables and Prepaid Expenses
 
   

December 31

   

December 31

 
   
2021
   
2020
 
   
USD thousands
   
USD thousands
 
             
Institutions
   
301
     
102
 
Prepaid expenses
   
743
     
20
 
Other
   
1,738
     
9
 
                 
     
2,782
     
131
 

 

Note 6 – Other Investments
 
   

December 31

   

December 31

 
   
2021
   
2020
 
   
USD thousands
   
USD thousands
 

Separation Agreement from Therapin (A) (1)

   
1,509
     
1,414
 
Investment in Peace of Meat (B)
   
-
     
1,248
 
Total Other Investments
   

1,509

     

2,662

 
 

Developments in Other Investment

    USD thousands  

 

       

As at January 1, 2021

    2,662  

Initial investment in POM transferred to intangible asset

    (1,223 )

Proceeds from Therapin asset

    (149 )

Profit from increase in fair value

    193  

Effect of changes in exchange rates

    26  

As at December 31, 2021(1)

    1,509  

 

(1) USD 154 thousand are classified as a current asset.

 

F - 17


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021
 
Note 6 – Other Investments (cont.)
 
A.
Separation Agreement from Therapin
 
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, the investment agreement under which the Company invested in Therapin an amount of USD 2.1 million (NIS 7.25 million) in return for allotment of shares and warrants of Therapin (the “Payment Amount”) was canceled, and replaced with a debt arrangement as follows:
 
  1.
Therapin committed to pay to the Company an amount of USD 13 thousand (NIS 40 thousand) 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 first 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 resource of the Merger settlement fund. 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 completes an exit event, including listing on a stock exchange pursuant to a merger or IPO, and the Company will be given the option to receive shares in such merged company/issue, or payment of the remaining balance in cash.
 
  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 of the Payment Amount, 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.
 
The engagement in the separation agreement was decided in light of the Company’s change in direction to focus on the development of cultured meat technology, using three-dimensional printing.

 

The Company re-measured the asset using a fair value measurement at approximately USD 1.3 million (NIS 4.5 million). The fair value was assessed by capitalization of future cash flows (proceeds) at interest rates that reflect the level of risk (based on the duration of the debt) of these proceeds and were classified as Level 3 in the fair value hierarchy. The estimated capitalization interest was based on Therapin's financial statements, cash balances and liabilities, repayment dates, and analysis of the market in which Therapin operates. The expected additional payment event is 4.2 years, and the interest rate for capitalization of the debt is 10.23%-10.72%.

The revaluation was accounted for in other comprehensive income in the amount of USD 0.3 million (NIS 1.2 million). Any change in the fair value following the separation date, will be recognized through profit or loss.

During 2021, the Company received USD 149 thousand based on the agreement detailed above and recorded USD 193 thousand as re-valuation financing income in profit and loss.

B.
Investment in Peace Of Meat (‘POM’)
 
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, which was completed on February 10, 2021. Following the acquisition, POM was consolidated within the group, refer to Note 16.

 

F - 18


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 7 – Fixed Assets, net
 

 

   

Computers 

     

Leasehold improvements

     

Laboratory equipment

     

Machinery

and

equipment

     

Office

furniture,

equipment and

accessories

     

Total

 
   

USD thousands

 

Cost

   

 

     

 

     

 

     

 

     

 

     

 

 

Balance as at January 1, 2020

    29       11       89       -       1       130  

Additions during the year

    43       46       466       243       27       825  

Effect of changes in exchange rates

    2       1       18       -       1       22  

Dispositions in the year

    -       -       -               1       1  

 

                                               

Cost as at December 31, 2020

    74       58       573       243       28       976  

 

                                               

Accumulated depreciation

                                               

Balance as at January 1, 2020

    2       -       1       -       -       3  

Depreciation during the year

    15       10       37       4       1       67  

Dispositions in the year

    -       -       -       -       -       -  

 

                                               

Accumulated depreciation as at December 31, 2020

    17       10       38       4       1       70  

 

                                               

Depreciated balance as at December 31, 2020

    57       48       535       239       27       906  

 

                                               

Balance as at January 1, 2021

    74       58       573       243       28       976  

Additions through acquisition of a subsidiary

    14       3       556       -       -       573  

Additions during the year

    98       75       1,608       77       27       1,885  

Effect of changes in exchange rates

    2       (1 )     (56 )     13       2       (40 )

 

                                               

Cost as at December 31, 2021

    188       135       2,681       333       57       3,394  

 

                                               

Accumulated depreciation

                                               

Balance as at January 1, 2021

    17       10       38       4       1       70  

Depreciation during the year

    42       22       296       31       3       394  

Effect of changes in exchange rates

    2       1       4       1       -       8  

 

                                               

Accumulated depreciation as at December 31, 2021

    61       33       338       36       4       472  

 

                                               

Depreciated balance as at December 31, 2021

    127       102       2,343       297       53       2,922  
 

During the year ended December 31, 2021, the Company acquired fixed assets on credit in the amount of USD 57 thousand (2020: USD 143 thousand). The cost of acquisition had not yet been paid at the reporting date.

 

F - 19


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 8 – Other Payables
 
         

December 31

   

December 31

 
         

2021

   

2020

 
         
USD thousands
   
USD thousands
 
                   
Accrued expenses
         
459
     
263
 
Employee benefits
         
1,122
     
503
 
Contingent liability
 
 
     
217
     
217
 
Subsidiary government grant           218       -  
Others
         
223
     
13
 
                       
           
2,239
     
996
 
 
Note 9 – Capital and Reserves
 
   
Number of Ordinary Shares (thousand)
 
   
2021
   
2020
   
2019
 

Issued and paid-in share capital as at January 1

   
79,866
     
19,870
     
15,447
 
Issued in reverse merger
   
-
     
30,526
     
-
 
Exercise of share options during the period – Investor-related
   
3,010
     
11,302
     
2,255
 
Exercise of share options during the period – Share-Based Payment-related
   
2,218
     
294
     
-
 

Issued not for cash during the period (1)

   

12,088

      -       -  
Issued for cash during the period (2)
   
28,588
     
17,874
     
2,168
 

Issued and paid-in share capital as at December 31, 2021

   
125,770
     
79,866
     
19,870
 
                         
Authorized share capital
   
1,000,000
     
1,000,000
     
1,000,000
 
 
  (1)

In February 2021, the Company completed a purchase of all of the outstanding share capital not yet owned by the Company, of Belgian cultured fat developer Peace of Meat BV. See Note 16 for information regarding the issuance of shares as part of the consideration. As part of the IPO, options and rights previously held by the Company's founders and Series A Investors were issued to 6,359,480 shares.

 
  (2)
On March 12, 2021, the Company completed its Initial Public Offering (IPO) at the Nasdaq of 2,721,271 ADSs, each representing ten ordinary shares of the Company (in total, 27,212,710 ordinary shares), at an offering price of USD 10.30 per ADS, resulting in gross proceeds of USD 28 million and net proceeds of USD 24.7 million. Additionally, the vesting of 1,374,998 investor share rights was triggered by the IPO, and these shares were issued in return for USD 1.25 million following the IPO.

 

F - 20


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 10 – Share-based payments

 

The terms and conditions related to the grants of the share option programs are as follows (All granted options and restricted stock units (RSU) are non-tradable and physically-settled)
 

Date of grant and eligible recipients

 
Terms of the instrument
 
No. of
ordinary shares 
(thousands)
 
Vesting Conditions
 
Contractual duration of the instrument
(years)
Options awarded to employees of the Company and subsidiaries on March 25, 2021
 
Options exercisable for ordinary shares
 
2,600
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years
RSUs awarded to directors on March 25, 2021
 
The RSUs vest automatically at no exercise price
 
90
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years
Options awarded to employees of the Company and subsidiaries on April 19, 2021
 
Options exercisable for ordinary shares
 
800
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years
Options awarded to employees of the Company and subsidiaries on July 22, 2021
 
Options exercisable for ordinary shares
 
1,362.5
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years
RSUs awarded to directors on September 14, 2021
 
The RSUs vest automatically at no exercise price
 
287.5
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years
Options awarded to directors on September 14, 2021
 
Options exercisable for ordinary shares
 
785.6
 
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years
Options awarded to the deputy CEO on September 14, 2021
 
Options exercisable for ordinary shares
 
250
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years

Options awarded to BlueSoundWaves on October 6, 2021

 

Options exercisable for ordinary shares

 

6,215.8

 

1/3 after one year and the balance in 8 quarterly tranches, subject to milestone-based acceleration

 

10 years

RSUs awarded to BlueSoundWaves on October 6, 2021

 

The RSUs vest automatically at no exercise price

 

1,243.1

 

1/3 after one year and the balance in 8 quarterly tranches, subject to milestone-based acceleration

 

10 years

Options awarded to employees of the Company and subsidiaries on November 24, 2021

 

Options exercisable for ordinary shares

 

925

 

1/3 after one year and the balance in 8 quarterly tranches

 

4 years

Total options/RSUs exercisable/vesting into shares granted in the year ended December 31, 2021
     
14,559.5
       
 

F - 21


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 10 – Share-based payments (cont.)
 
A.
Number and weighted average exercise prices of options and RSUs
 
The number and weighted average exercise prices of options and RSUs are as follows:
 
   
Number of options
and RSUs
2021
   
Weighted average
exercise price
2021
NIS
 
Outstanding at January 1
   
9,505,140
     
2.60
 
Granted during the year
   
14,559,520
     
2.06
 

Forfeited during the year

   

194,673

     

1.63

 
Exercised during the year(1)
   
4,834,730
     
2.55
 
Outstanding at December 31
   
19,035,257
     
2.20
 
Exercisable at December 31
   
3,562,192
     
3.07
 

 

(1)  Partly executed through cashless mechanism


Besides incentive options and RSUs, as of the balance sheet date the Company has issued securities exercisable into 22,866,787 ordinary shares to investors, former shareholders of Peace of Meat (see Note 16) and former Ophectra Real Estate and Investments Ltd. employees prior to the reverse merger (see Note 1A), including investor warrants exercisable into 20,224,191 ordinary shares with exercise prices between NIS 3.03 and NIS 6.00, earn-out rights of former shareholders of Peace of Meat, exercisable into 2,412,596 ordinary shares with no exercise price and prior Ophectra Real Estate and Investments Ltd. employees options exercisable into 230,000 ordinary shares with exercise prices between NIS 1.72 and NIS 2.50.

 

F - 22


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 10 – Share-based payments (cont.)
 
B.
Information on measurement of fair value of share-based payment plans
 
The fair value at the dates the options and RSUs were awarded was estimated using a binomial option pricing model.
 
Breakdown of the parameters used for measuring fair value at the date the share-based payment plans were awarded:
 
   
Options/RSUs
Fair value at date awarded
 
NIS 23.0 million (USD 7.0 millions)
     
Parameters taken into account in the fair value calculation:
   
Share price (NIS at date awarded)
 
2.05 - 3.53
Exercise price (NIS unlinked)
 
0 - 3.68
Expected volatility  
73.84% - 93.10%
Expected useful life
 
4 - 10 years
Risk-free interest rate
 
0.23% - 1.97%
Expected rate of dividend
 
0%
 
The expected volatility was determined on the basis of share price volatility in similar companies, due to the Company’s limited share price performance history since the date of the merger in January 2020 described in Note 1A above. The simplified method was used for estimating the expected useful life of the employee stock options. The estimated useful life of the options for consultants and officers is the full contractual life of the option. The risk-free interest rate was based on NIS-linked Israeli Government bonds until the time of the Company’s Nasdaq listing, and US Treasury notes thereafter, with time to maturity equivalent to the expected useful life of the options. Share price was used based on share prices on the TASE until the time of the Company’s Nasdaq Capital Markets listing, and on Nasdaq thereafter.
 
The total non-cashflow expenses recorded during the years ended December 31, 2021, 2020 and 2019, amounted to approximately USD 4.0 million (NIS 12.7 million), USD 4.0 million (NIS 13.1 million) and USD 0, respectively.

 

F - 23


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 11 – Research and Development Expenses
 
   
Year ended
December 31,
   
Year ended
December 31,
   

Year ended
December 31
,

 
   
2021
   
2020
   
2019
 
   
USD thousands
   
USD thousands
   
USD thousands
 
                   
Salaries, wages and related expenses(1)
   
3,425
     
1,369
     
117
 
Share-based payment(1)
   
911
     
476
     
-
 
Materials
   
1,875
     
319
     
20
 
Professional services
   
403
     
89
     
13
 
Registration, drafting and filing of patents
   
0
     
25
     
10
 
Maintenance, office and software fees
   
145
     
116
     
-
 
Depreciation and amortization
   
400
     
59
     
-
 

Insurance

    332       -       -  
Others
   
103
     
38
     
6
 

Total Research and Development Expenses

   
7,594
     
2,491
     
166
 
 
 
(1)

Including expenses in respect of related parties - see Note 18.

 

Note 12 – Marketing Expenses
 
   
Year ended
December 31,
   
Year ended
December 31,
   

Year ended
December 31
,

 
   
2021
   
2020
   
2019
 
   
USD thousands
   
USD thousands
   
USD thousands
 
                   
Salaries, wages and related expenses
   
494
     
255
     
-
 

Share-based payment(1)

   
570
     
139
     
-
 
PR, advertisement and professional services
   
507
     
91
     
-
 
Maintenance, office and software fees
   
22
     
13
     
-
 
Depreciation and amortization
   
17
     
3
     
-
 
Others
   
18
     
5
     
-
 

Total Marketing Expenses

   
1,628
     
506
     
-
 

 

F - 24


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 13 – General and Administrative Expenses

 

   
Year ended
December 31,
   
Year ended
December 31,
   
Year ended
December 31,
 
   
2021
   
2020
   
2019
 
   
USD thousands
   
USD thousands
   
USD thousands
 
                   
Salaries, wages and related expenses(1)
   
1,328
     
556
     
107
 
Share-based payment(1)
   
2,484
     
3,343
     
-
 
Legal and professional services(1)
   
1,499
     
991
     
112
 
Contingent liability expenses
   
-
     
217
     
-
 
Insurance
    1,837       -       -  
Corporate costs
   
343
     
60
     
-
 
Maintenance, office and software fees
   
149
     
38
     
10
 
Depreciation and amortization
   
263
     
151
     
20
 
Others
   
107
     
24
     
7
 

Total General and Administrative Expenses

   
8,010
     
5,380
     
256
 
 
  (1)
Including expenses in respect of related parties - see Note 18.
 
Note 14 – Financing Income and Expenses
 
   
Year ended
December 31,
   
Year ended
December 31,
   
Year ended
December 31,
 
   
2021
   
2020
   
2019
 
   

USD thousands 

   

USD thousands 

   
USD thousands
 
Financing Income
                 
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss
   
509
     
110
     
-
 
Financing Expenses
           
 
     
 
 
Net foreign exchange loss
   
1,279
     
85
     
-
 
Interest expense on lease liabilities
   
9
     
5
     
1
 
Bank interest and commission expenses
   
11
     
3
     
-
 
Total Financial expenses
   
1,299
     
93
     
1
 
                     
 
 
Financing expenses (income), net  
   
790
 
   
(17
)    
1
 

 

F - 25


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 15 – Income Tax
 
A.
Details regarding the tax environment of the Company
 
  (1)
Corporate tax rate
 
The tax rates applicable to the companies operating in Israel for the years 2020-2021 are 23%.
The tax rates applicable to the companies operating in Belgium for the years 2020-2021 are 25%.
 
B.
Tax Assessments
 
The Company has final tax assessments through 2012.
 
C.
Unrecognized carryforward losses and deferred taxes


As at December 31, 2021, the Group has estimated business losses carried forward in the amount of USD 18.2 million. Under current tax legislation in Israel and Belgium, 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 4.3 million, since the Company has not yet established the probability that future taxable profit will be available against which the Company can utilize the benefits.

 
Note 16 - Subsidiaries
 

In February 2021, the Company completed a purchase of all of the outstanding share capital not yet owned by the Company of Belgian cultured fat developer Peace of Meat BV for total consideration of up to EUR 16.3 million (USD 19.9 million). The total consideration payable by the Company in the acquisition consists of both cash and equity instruments to be paid to Peace of Meat shareholders and in legal and finder’s fees. The total consideration is to be paid part as of the closing of the acquisition and part upon the achievement of the defined milestones and sub-milestones. Substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets (the “intangible asset” or IPR&D), thus the subsidiary is not considered a business and the acquisition is accounted as an asset acquisition. Contingent consideration, dependent upon the achievement of technological milestones will be recognized at the time of the achievement of each milestone on the basis of the shares and cash that are payable.

 
The following summarizes the major classes of consideration at the acquisition date:
 
Total consideration
 
   
USD thousands
 
Cash consideration at closing date
   
4,799
 
Initial cash investment in acquiree
   
1,223
 
Equity instruments issued (4,070,766 ordinary shares) (1)
   
4,359
 
Acquisition-related costs (2)
   
254
 
Total consideration as of consolidation date
   
10,635
 
Contingent consideration (3)
   
9,308
 
Total consideration subject to achievement of all milestones
   
19,943
 

 

F - 26


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 16 - Subsidiaries (cont.)

 

  (1)
The fair value of the ordinary shares issued was based on the share price of the Company at the closing date (February 10, 2021) of NIS 3.986 per share.
     
  (2)
Acquisition-related costs include legal expenses and finder’s fees
     
  (3)
Contingent consideration
 
The Company agreed to pay the selling shareholders and the finder an additional 4,070,766 rights to ordinary shares with a value of USD 4.4 million and cash consideration of USD 4.9 million upon the achievement of defined milestones related to Peace of Meat’s biomass and bioreactor size, density, capacity and production. The acquisition agreement specified that each milestone must be reached within a six-month period, over a total period of two years, which can be extended by up to nine additional months under circumstances set forth in the acquisition agreement. As of the date of approval of these financial statements, Peace of Meat had fully achieved the first two such milestones. 
No liability is being provisioned before milestones achievement.

 

Identifiable assets acquired and liabilities assumed:
 
Peace Of Meat condensed Balance Sheet
 
USD thousands
 
Current assets
   
425
 
Non-current assets
   
588
 
Current liabilities
   
(578
)
Non-current liabilities
   
(16
)
Tangible assets net
   
419
 

 

F - 27


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 16 - Subsidiaries (cont.)

 

IPR&D – Intangible asset
 
Intangible asset that was recognized as a result of the acquisition and additions made by December 31, 2021 as follows:
 
Peace Of Meat initial consolidation effect
 
USD thousands
 

Closing cash consideration and related acquisition costs

   
5,053
 
Shares consideration
   
4,359
 

Initial cash investment in acquiree

   
1,223
 
Tangible assets, net
   
(419
)
 
   
10,216
 
Additional contributions post acquisition date according to milestone achievement:
       
Cash consideration
   
1,960
 
Payment liabilities
   
194
 

Shares consideration (1,852,730  ordinary shares)

   
1,973
 
Total
   
14,343
 
FX rate effect
   
(890
)
Period end intangible asset balance
   
13,453
 
 

The aggregate cash flows for the Group as a result of the acquisition in the Year ended December 31,2021

 
USD thousands
 
Cash and cash equivalents paid
   
(5,053
)
Cash and cash equivalents of the subsidiary
   
205
 
Cash consideration for milestone achievement during the period
   
(1,960
)
         
Net reduction of cash flow as of acquisition date
   
(6,808
)


As of December 31, 2021, the recoverable amount of the in-process IPR&D was based on its value in use and was determined by discounting the future cash flows to be generated from it by using the discounted cash flows method, on the annual year test. The recoverable amount of the IPR&D exceeds their carrying amount, thus no impairment loss was recognized. The discount rate used for calculating intangible assets recoverable amount is 23.0%, in addition to taking into consideration the risks associated in small stock premium companies.

 

F - 28


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 17 – Contingent Liabilities
 
From time to time, the Company may be party to litigation or other legal proceedings that it considers to be a part of the ordinary course of its business. The Company is not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on its business, prospects, financial condition or results of operations.
 
A.
In November 2020, the Israeli Securities Authority, or ISA, initiated an administrative proceeding claiming negligent misstatement regarding certain immediate and periodic reports published by the Company’s predecessor (Ophectra) during the years 2017 and 2018, prior to the merger with MeaTech and prior to establishment of the settlement fund in connection with the Merger.  In February 2021, the trustee of the settlement fund informed the Company that the ISA views the Company as a party to this proceeding, notwithstanding the settlement and establishment of the settlement fund. This proceeding is of an administrative nature and carries a potential penalty in the form of a monetary fine which, under applicable Israeli law, could be as high as NIS 5 million. In April 2021, following negotiations with the ISA, the Company agreed to settle the matter for $0.2 million (NIS 0.7 million), for which the Company recorded a provision. The settlement is subject to approval of the ISA’s Enforcement Committee.
 
B.
In February 2021, a civil claim was lodged against the settlement fund, relating to Ophectra's activities prior to establishment of the settlement fund, in an amount of USD $0.8 million (NIS 2.5 million). The Company believes that the probability is low of a final ruling against the settlement fund. 

 

F - 29


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 18 – Related and Interested Parties
 
A.
Balances with related parties
 
   

Year ended

   

Year ended

   

Year ended

 
   
December 31,
   
December 31,
   

December 31,

 
   
2021
   
2020
   

2019

 
   
USD thousands
   
USD thousands
   

USD thousands

 
                   
Related companies receivables
   
-
     
-
      87  
Trade and other payables
   
261
     
117
      52  

 

B.
Expense amounts with respect to related parties
 
   
Year ended
December 31,
   
Year ended
December 31,
   
Year ended
December 31,
 
   
2021
   
2020
   
2019
 
   
USD thousands
   
USD thousands
   
USD thousands
 
General and administrative expenses
                 
Salaries, wages and related expenses
   
588
     
316
     
89
 
Legal and professional services
   
301
     
281
     
58
 
Share-based payments
   
777
     
488
     
-
 
                         

Research & Development expenses

                       

Salaries, wages and related

    338       121       -  

Share-based payments

    66       64       15  
 
  1.
Key Management Personnel
 

The Company recognizes four key management personnel as related parties, namely Mr. Sharon Fima – former Chief Executive Officer (CEO), served as CEO un until January 24 2022, Mr. Omri Schanin - Deputy CEO,  Mr. Guy Hefer – Chief Financial Officer (CFO) and Mr. Dan Kozlovski – Chief Technologies Officer (CTO), who served as Vice President of Research and Development (VP R&D) until February 2022.

 

Mr. Sharon Fima, the previous CEO and CTO, who also served as a director, was employed by the Company (including MeaTech Ltd. prior to the merger described in Note 1A above) between September 1, 2019 and January 24, 2022. Until July 2021, Mr. Fima was entitled to a gross annual salary of NIS 0.5 million (USD 0.1 million) plus generally accepted social benefit contributions for senior executives and the use of a company car, including a related tax gross-up. Commencing August 1, 2021, Mr. Fima was entitled to an annual gross salary of NIS 0.6 million (USD 0.2 million). Mr. Fima also received options valued at NIS 0.2 million (USD 0.1 million) to be recognized over three-year vesting period commencing March 2020, some of which were forfeited subsequent to the balance sheet date following the CEO replacement.

 

F - 30


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 18 – Related and Interested Parties (cont.)

   
B.
Expense amounts with respect to related parties (cont.)

 

 
The Deputy CEO, who also served as a director until January 2022, has been employed by the Company (including MeaTech Ltd. prior to the merger described in Note 1A above) since September 1, 2019. Mr. Schanin was entitled to a gross annual salary of NIS 0.4 million (USD 0.1 million) plus generally accepted social benefit contributions for senior executives. Commencing August 1, 2021, Mr. Schanin is entitled to an annual gross salary of NIS 0.5 million (USD 0.2 million). Mr. Schanin also received options valued at an aggregate of NIS 0.8 million (USD 0.25 million) to be recognized over three-year vesting periods commencing August 2021.

 

The CFO, has been employed by the Company since October 18, 2020. Mr. Hefer was entitled to a gross annual salary of NIS 0.4 million (USD 0.1) plus generally accepted social benefit contributions for senior executives. Commencing August 1, 2021, Mr. Hefer is entitled to an annual gross salary of NIS 0.5 million (USD 0.2 million). Mr. Hefer also received options valued at an aggregate of NIS 0.75 million (USD 0.23 million) to be recognized over three-year vesting periods commencing in 2021.

 

The CTO (previously VP R&D), has been employed by the Company (including MeaTech Ltd. prior to the merger described in Note 1A above) since December 5, 2019. Mr. Kozlovski was entitled to a gross annual salary of NIS 0.4 million (USD 0.1 million) plus generally accepted social benefit contributions for senior executives. Commencing August 1, 2021, Mr. Kozlovski is entitled to an annual gross salary of NIS 0.5 million (USD 0.2 million). Mr. Kozlovski also received options valued at of NIS 0.07 million (USD 0.02 million)to be recognized over three-year vesting period commencing in 2019.

 

  2.
Directors

 

Mr. Steve H. Lavin served as active chairman of the Company's Board of Directors between May 2020 and January 2022, and he was entitled to an annual compensation of USD 0.2 million as well as share-based compensation.

 

Mr. Danny Ayalon served as director between May 2020 and January 2022, and was entitled to an annual compensation of USD 0.03 million as well as share-based compensation.

 

Additional non-executive directors were compensated in accordance with the terms of the Israeli Companies Regulations (Rules Regarding Payment and Expenses for External Directors), 2000, as amended until July 31, 2021 and are since entitled to annual compensation of USD 0.03 million as well as share-based compensation.

 

F - 31


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021
Note 19 – Leases
 
 

Leases in which the Group is the lessee

     
  1.
Under an office leasing agreement dated November 1, 2019, MeaTech leased office space and parking spaces, for a monthly fee of USD 10 thousand (NIS 32 thousand), including management fees, for a period of two years, with an option to extend the term of the lease by one more year. The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 214 thousand (NIS 743 thousand). The incremental interest rate used for estimating the liability is 2.25%. On November 2021 the Company extended the agreement for an additional period of 2.3 years.
 
  2.
Under an office leasing agreement dated August 9, 2020, the Company leased office space and parking spaces, for a monthly fee of USD 8 thousand (NIS 27 thousand), including management fees, for a period of one year, with an option to extend the term of the lease by one more year. The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 102 thousand (NIS 348 thousand). The incremental interest rate used for estimating the liability is 4.3%. This agreement has ended during 2021.

 

  3.
Under an office leasing agreements dated between March and October 2021 for periods of 1.5-2 years, POM and Meatech Europe BV are leasing several spaces from a shared spaces provider for a monthly aggregated fee of USD 11 thousand (EUR 10 thousand). The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 259 thousand (EUR 220 thousand). The incremental interest rate used for estimating the liability is 3%.

 

  4.
Right-of-Use Asset
 
   
USD thousands
 
Balance as at January 1, 2020
   
197
 
Additions during the year
   
102
 
Amortization during the year
   
(146
)
Effect of changes in exchange rates     15  
Balance as at December 31, 2020
   
168
 

Additions following the acquisition of POM

    16  
Additions during the year
   
512
 
Amortization during the year
   
(286
)
Effect of changes in exchange rates
   
(3

)

Balance as at December 31, 2021
   
407
 
 
  5.
Maturity analysis of for the Company’s lease liabilities
 
   
December 31,
   
December 31,
 
   
2021
   
2020
 
   
USD
thousands
   
USD
thousands
 
             
Up to one year
   
165
     
180
 

1-5 years

   
246
     
-
 
Total
   
411
     
180
 
 

F - 32


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 19 – Leases (cont.)
     
  6.
Amounts recognized in the statement of operation
 
   
Year ended
December 31,
   
Year ended
December 31,
 
   
2021
   
2020
 
   
USD thousands
   
USD thousands
 
             
Amortization of ROU asset
   
286
     
146
 
Interest expenses on lease liability
   
9
     
5
 
 
Total amounts paid for leasing of the offices in the year ended December 31, 2021 and December 31, 2020, was USD 346 thousand and USD 140 thousand, respectively.
 
Note 20 - Employee Benefits
 
Employee benefits include post-employment benefits and short-term benefits.
 
Regarding benefits to key management employees, see Note 18(B).
 
The Company has a defined contribution plan in respect of its liability to pay the savings component of provident funds and in relation to employee severance pay, which is subject to Section 14 of the Israeli Severance Pay Law – 1963, according to which the Company pays fixed contributions to pension funds and/or insurance companies that release the Company from any additional severance-related liability. Expenses recognized in respect of such defined contribution plans in the years ended December 31, 2021 and December 31, 2020, amounted to USD 225 thousand and USD 121 thousand, respectively.

 

F - 33


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 21 – Loss per Share
 
Weighted average number of ordinary shares
 
   
Year ended
December 31,
2021
   
Year ended
December 31,
2020
   
Year ended
December 31,
2019
 
                   
Issued and paid-in share capital as at January 1
   
79,866,264
     
19,870,337
     
-
 
Weighted average of the number of ordinary shares of MeaTech 3D Ltd. issued during the year
   
36,088,237
     
40,241,860
     
-
 
Weighted average of the number of ordinary shares used to calculate basic earnings per share
   
115,954,501
     
60,112,197
     
19,484,478
 
 

In prior periods, the weighted average number of the ordinary shares of MeaTech (now known as MeaTech MT Ltd.) was multiplied by the exchange ratio according to which ordinary shares of MeaTech 3D Ltd. were issued in return for ordinary shares of MeaTech in the 2020 reverse acquisition.
 
At December 31, 2021, 41,902,044 options, warrants and RSUs (in 2020 and 2019, 45,768,424 and 9,839 options respectively) were excluded from the diluted weighted average number of ordinary shares calculation, as their effect would have been anti-dilutive.

 

F - 34


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 22 – Agreements, Guarantees and Liens

 

A.

To secure its undertakings in connection with its lease agreements as described in Note 19, MeaTech provided a bank guarantee in the amount of USD 27 thousand (NIS 85 thousand) For which there's a restricted deposit. MeaTech also restricted a deposit of USD 26 thousand (NIS 80 thousand) in favor of a bank to secure its liabilities with respect to credit cards. The guarantee and deposit were assigned to MeaTech 3D Ltd. upon the Merger.

 

B.

To secure its undertakings in connection with its future lease agreement, MeaTech 3D Ltd. provided a bank guarantee in the amount of USD 334 thousand (NIS 1,040 thousand) For which there's a restricted deposit.

   
C. To secure its undertakings in connection with its lease agreements as described in Note 13, POM provided a bank guarantee in the amount of USD 18 thousand (EUR 15 thousand) For which there's a restricted deposit.
 
Note 23 – Financial Instruments
 
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.

 

F - 35


MeaTech 3D Ltd.
 
NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2021

 

Note 23 – Financial Instruments (cont.)

 
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.
 

In connection with the Company’s Nasdaq public offering, all existing price protection mechanisms were eliminated, as a result of which financing income was recorded.

Note 24 – Subsequent Events

  A.

Management Updates

 

In January 2022, Mr. Sharon Fima stepped down from the positions of Chief Executive Officer, Chief Technology Officer and Director, citing the Company’s current stage of development. Messrs. Steven H. Lavin (Chairman) and Danny Ayalon also stepped down from the Board of Directors, citing the Company’s current stage of development and to pursue other ventures, and Mr. Omri Schanin stepped down from the Board of Directors and continues to serve as MeaTech’s Deputy CEO.

 

The Company’s Board of Directors appointed Mr. Arik Kaufman to the position of Chief Executive Officer and Mr. Yaron Kaiser to the position of Chairman of the Board of Directors.

     
  B.

Move to New Premises

In March 2022, the Company moved to its new headquarters at 5 David Fikes St., Rehovot, Israel, and terminated the lease at its previous headquarters. The laboratory and office space total approximately 18,300 square feet. The lease for this facility will expire in January 2026, although the Company has an option to renew it for four years. The annual rent (including parking fees) is approximately USD 0.7 million, linked to the Israeli CPI. This move is expected to affect the Company’s estimates regarding lease maturities and right-of-use assets in future reporting periods.

 

F - 36


 
ITEM 19.            EXHIBITS
 
Exhibit No.
 
Description
 
 
 
 
 
   
 
   
 
 
 
 
 
 
 
 
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   

15.1

 

Consent of Somekh Chaikin, member firm of KPMG International, independent registered public accounting firm

 
 
*
*
Previously filed as an exhibit to our registration statement on Form F-1 (File No. 333-253257) as filed with the SEC on March 11, 2021 and incorporated by reference herein

#

 
English translation of original Hebrew document.
 
74

  
SIGNATURES
 
The Registrant hereby certifies that it meets all of the requirements for this filing and that it has duly caused and authorized the undersigned to sign this Annual Report on Form 20-F on its behalf.
 
 
MEATECH 3D LTD.
 
 
 
 
By:
/s/ Arik Kaufman
 
 
Arik Kaufman
 
 
Chief Executive Officer
 
Date: March 24, 2022 
 
75

 


Exhibit 2.3
 
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
 
The following description of MeaTech 3D Ltd.’s (the “Company”) share capital, American Depositary Shares (“ADSs”), and provisions of articles of association are summaries and do not purport to be complete.

General
 
As of December 31, 2021, our authorized share capital consists of 1,000,000,000 ordinary shares, no par value, of which 125,770,107 shares are issued and outstanding.
 
All of our outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.
 
Registration number and purposes of the company
 
Our registration number with the Israeli Registrar of Companies is 520041955. Our purpose as set forth in our articles of association is to engage in any lawful activity.
 
Voting rights and conversion

All ordinary shares will have identical voting and other rights in all respects.

Transfer of shares

Our fully-paid ordinary shares are issued in registered form and may be freely transferred under our articles of association, unless the transfer is restricted or prohibited by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our articles of association or the laws of the State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.
 
Election of directors
 
Our ordinary shares do not have cumulative voting rights for the election of directors. As a result, the holders of a majority of the voting power represented at a shareholders meeting have the power to elect all of our directors, subject to the special approval requirements for external directors under the Israeli Companies Law, 5759-1999 (the “Companies Law”).
 
Under our articles of association, our board of directors must consist of no less than three but no more than 11 directors, including external directors. Pursuant to our articles of association, other than the external directors, for whom special election requirements apply under the Companies Law, the vote required to appoint a director is a simple majority vote of holders of our voting shares participating and voting at the relevant meeting.
 
In addition, our articles of association allow our board of directors to appoint new directors to fill in vacancies which can occur for any reason or as additional directors, provided that the number of board members shall not exceed the maximum number of directors mentioned above. The appointment of a director by the board shall be in effect until the following annual general meeting of the shareholders or until the end of the director’s tenure in accordance with our articles of association.
 
Our external directors have a term of office of three years under Israeli law and may be elected for up to two additional three-year terms under the circumstances described above. External directors may be removed from office only under the limited circumstances set forth in the Companies Law.


 
Dividend and liquidation rights
 
We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings. Under the Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles of association provide otherwise. Our articles of association do not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by our board of directors.
 
Pursuant to the Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two years, according to our then last reviewed or audited financial statements, provided that the date of the financial statements is not more than six months prior to the date of the distribution, or we may distribute dividends that do not meet such criteria only with court approval. In each case, we are only permitted to distribute a dividend if our board of directors and the court, if applicable, determines that there is no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. As of December 31, 2021, we did not have distributable earnings pursuant to the Companies Law.
 
In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.
 
Exchange controls
 
There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the shares or interest or other payments to non-residents of Israel.

Shareholder meetings
 
Under Israeli law, we are required to hold an annual general meeting of our shareholders once each calendar year that must be held no later than 15 months after the date of the previous annual general meeting. All general meetings other than the annual meeting of shareholders are referred to in our articles of association as special meetings. Our board of directors may call special meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law provides that our board of directors is required to convene a special meeting upon the written request of (i) any two of our directors or one-quarter of the members of our board of directors or (ii) one or more shareholders holding, in the aggregate, either (a) 5% or more of our outstanding issued shares and 1% or more of our outstanding voting power or (b) 5% or more of our outstanding voting power.
 
Under Israeli law, one or more shareholders holding at least 1% of the voting rights at the general meeting may request that the board of directors include a matter in the agenda of a general meeting to be convened in the future, provided that it is appropriate to discuss such a matter at the general meeting.

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Subject to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which may be between four and 40 days prior to the date of the meeting. Furthermore, the Companies Law requires that resolutions regarding the following matters must be passed at a general meeting of our shareholders:
 
 
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.

Under our articles of association, we are required to publish notice of any annual or special general meeting in two widely-published, Hebrew-language daily newspapers, and are not required to give notice of any annual general meeting or special general meeting to our registered shareholders, unless otherwise required by law. The Companies Law requires that a notice of any annual general meeting or special general meeting be provided to our shareholders at least 21 days prior to the meeting and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested or related parties, or an approval of a merger, or as otherwise required under applicable law, notice must be provided at least 35 days prior to the meeting. Under the Companies Law, shareholders are not permitted to take action by written consent in lieu of a meeting.
 
Voting rights
 
Quorum requirements
 
Pursuant to our articles of association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholders at a general meeting. The quorum required for our general meetings of shareholders consists of at least two shareholders present in person, by proxy or written ballot who hold or represent between them at least 25% of the total outstanding voting rights. A meeting adjourned for lack of a quorum is generally adjourned to the next week at the same time and place or to a different time or date if so specified in the notice of the meeting. At the reconvened meeting, any number of shareholders present in person or by proxy shall constitute a lawful quorum, instead of 25% otherwise required by the Companies Law.
 
Vote requirements
 
Our articles of association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by the Companies Law or by our articles of association. Pursuant to our articles of association, an amendment to our articles of association regarding any change to the board composition will require a simple majority. Under the Companies Law, each of (i) the approval of an extraordinary transaction with a controlling shareholder and (ii) the terms of employment or other engagement of the controlling shareholder of the company or such controlling shareholder’s relative (even if not extraordinary) requires additional approvals. Likewise, certain transactions with respect to remuneration of our office holders and directors require further approvals. Under our articles of association, any change to the rights and privileges of the holders of any class of our shares requires a simple majority of the class so affected (or such other percentage of the relevant class that may be set forth in the governing documents relevant to such class), in addition to the ordinary majority vote of all classes of shares voting together as a single class at a shareholder meeting. Another exception to the simple majority vote requirement is a resolution for the voluntary winding up, or an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350 of the Companies Law, which requires the approval of holders of 75% of the voting rights represented at the meeting, in person, by proxy or by voting deed and voting on the resolution.
 
Access to corporate records
 
Under the Companies Law, shareholders are entitled to access to minutes of our general meetings, our shareholders register and principal shareholders register, our articles of association, our financial statements and any document that we are required by law to file publicly with the Israel Securities Authority. In addition, shareholders may request any document related to an action or transaction requiring shareholder approval under the related-party transaction provisions of the Companies Law. We may deny this request if we believe it has not been made in good faith or if such denial is necessary to protect our interest or protect a trade secret or patent.
 

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Modification of class rights
 
Under the Companies Law and our articles of association, the rights attached to any class of share, such as voting, liquidation and dividend rights, may be amended by adoption of a resolution by the holders of a majority of the shares of that class present at a separate class meeting, or otherwise in accordance with the rights attached to such class of shares, as set forth in our articles of association.
 
Shareholder duties
 
Under the Companies Law, a shareholder has a duty to act in good faith and customary manner toward the company and other shareholders and to refrain from abusing its power in the company. This duty applies, among other things, when voting at a meeting of shareholders on an amendment to the articles of association, an increase of the authorized share capital, a merger or certain related-party transactions.
 
In addition, certain shareholders have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder that knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who, under our articles of association, has the power to appoint or to prevent the appointment of a director or officer of the company or to exercise another power with respect to the company. The Companies Law does not define the substance of this duty of fairness. However, a shareholder’s breach of the duty of fairness is subject to laws regarding breaches of contracts and takes into account the status of such shareholder with respect to the company.
 
Acquisitions under Israeli law
 
Full tender offer
 
A person wishing to acquire shares of a publicly-traded company incorporated in Israel, and who would, as a result, hold over 90% of the target company’s issued and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company, and more than half of the shareholders who do not have a personal interest in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a tender offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the applicable class of shares.
 
Upon a successful completion of such a full tender offer, any shareholder that was an offeree in such tender offer, whether or not such shareholder accepted the tender offer, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the tender offer was for less than fair value and that the fair value should be paid as determined by the court. However, under certain conditions, the offeror may include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the Israeli court as described above.
 
If a tender offer is not accepted in accordance with the requirements set forth above, the acquirer may not acquire shares from shareholders who accepted the tender offer that will increase its holdings to more than 90% of the company’s issued and outstanding share capital or of the applicable class.

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Special tender offer
 
The Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a holder of 25% of the voting rights in the company, unless there is already a person holding 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a holder of more than 45% of the voting rights in the company, unless there is already a person holding more than 45% of the voting rights in the company. These requirements do not apply if the acquisition (i) occurs in the context of a private placement by the company that received shareholder approval or (ii) was from a 25% or 45% shareholder, as the case may be. The tender offer must be extended to all shareholders, but the offeror is not required to purchase more than 5% of the company’s outstanding shares, regardless of how many shares are tendered by shareholders. The tender offer generally may be consummated only if (i) at least 5% of the voting rights in the company will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer.
 
Merger
 
The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies Law are met, by a majority vote of each party’s shares.
 
Special rules govern a merger with an acquiror that is already affiliated with the target. Unless a court rules otherwise, the merger must also be approved by at least 50% of the votes of the shares of the target that are held by the shareholders other than (i) the acquiror and (ii) any person (or group of persons acting in concert) who holds 25% or more of the voting rights of the acquiror, or the right to appoint 25% or more of the directors of the acquiror. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders. If the transaction would have been approved by the shareholders of a merging company but for the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value to the parties to the merger and the consideration offered to the shareholders of the company.
 
Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging entities, and may further give instructions to secure the rights of creditors.
 
In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each party.
 
Anti-takeover measures under Israeli law
 
The Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain preferred rights with respect to voting, distributions or other matters and shares having preemptive rights. As of December 31, 2021, no preferred shares are authorized under our articles of association. In the future, if we do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require an amendment to our articles of association, which requires the prior approval of the holders of a majority of the voting power attaching to our issued and outstanding shares at a general meeting. The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained at such a meeting will be subject to the requirements set forth in the Companies Law.

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Borrowing powers
 
Pursuant to the Companies Law and our articles of association, our board of directors may exercise all powers and take all actions that are not required under law or under our articles of association to be exercised or taken by our shareholders, including the power to borrow money for company purposes.
 
Changes in capital
 
Our articles of association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Companies Law and must be approved by a resolution duly passed by our shareholders at a general meeting. In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence of sufficient retained earnings or profits, require the approval of both our board of directors and an Israeli court.
 
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
 
American Depositary Shares
 
The Bank of New York Mellon, as depositary, will register and deliver the ADSs. Each ADS will represent 10 ordinary shares (or a right to receive 10 ordinary shares). Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.
 
You may hold ADSs either (A) directly (i) by having an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name or (ii) by having uncertificated ADSs registered in your name or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, or DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.
 
Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.
 
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.
 
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. For directions on how to obtain copies of those documents see “Where You Can Find Additional Information.”
 
Dividends and Other Distributions
 
How will you receive dividends and other distributions on the shares?
 
The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent.

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Cash. The depositary will convert any cash dividend or other cash distribution we pay on the ordinary shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
 
Before making a distribution, any withholding taxes or other governmental charges that must be paid will be deducted. See “Taxation.” It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
 
Shares. The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell ordinary shares which would require it to deliver a fraction of an ADS (or ADSs representing those ordinary shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed ordinary shares (or ADSs representing those ordinary shares) sufficient to pay its fees and expenses in connection with that distribution.
 
Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of ordinary shares, new ADSs representing the new ordinary shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
 
Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary will have a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
 
The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, ordinary shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.
 
Deposit, Withdrawal and Cancellation
 
How are ADSs issued?
 
The depositary will deliver ADSs if you or your broker deposits ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
 
How can ADS holders withdraw the deposited securities?
 
You may surrender your ADSs for the purpose of withdrawal at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.
 
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
 
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights
 
How do you vote?
 
ADS holders may instruct the depositary how to vote the number of deposited ordinary shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Israel and the provisions of our articles of association or similar documents, to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.
 
Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the ordinary shares. However, you may not know about the meeting enough in advance to withdraw the ordinary shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
 
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.

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In order to give you a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if we request the Depositary to act, we agree to give the Depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days in advance of the meeting date.

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

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
 
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

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 The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary.  Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account.  The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account.  The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad faith.  The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request.  Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate.  In certain instances, the depositary may receive dividends or other distributions from the us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any representation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.
 
Payment of Taxes
 
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.
 
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
 
The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.
 
If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
 
If there is any change in the deposited securities such as a subdivision, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
 
If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
 
If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.

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Amendment and Termination
 
How may the deposit agreement be amended?
 
We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
 
How may the deposit agreement be terminated?
 
The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:
 
 
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.

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.
 
After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

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Limitations on Obligations and Liability
 
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
 
The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:
 
 
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.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
 
Requirements for Depositary Actions
 
Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

 
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities;

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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.

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.
 
Your Right to Receive the Ordinary Shares Underlying your ADSs
 
ADS holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:

 
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.

This right of withdrawal may not be limited by any other provision of the deposit agreement.
 
Direct Registration System
 
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, or DRS, and Profile Modification System, or Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is feature of DRSs that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
 
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.
 
Shareholder communications; inspection of register of holders of ADSs
 
The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.
 
Jury Trial Waiver
 
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.
 

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Exhibit 4.1

Rehovot
 
Lease

Made and signed in Tel Aviv on May 18, 2021


Between:               Gav Yam Lands Corp. Ltd., Company No. 520001736
By its authorized signatories Messrs. _____________
Of 9 Andrei Sakharov Street, Haifa
(Gav Yam Lands Corporation Ltd. will be referred to hereinafter as: “Gav Yam Lands”)
By authorization vested in Gav Yam Lands under a marketing and operating agreement dated December 21, 1995 by the title holders of the land (1) Weizmann Institute of Science, Company No. 52-0016858; and (2) Gav Yam High-Tec Ltd., Company No. 51-1921785, the title holders of the land (hereinafter jointly: the “Lessor”)
of the first part;
 and                       MeaTech 3D Ltd., Company No. 520041955
By its authorized signatories Messes. Sharon Fima, Guy Hefer, Omri Schanin
Of 18 Einstein Street, Ness Ziona 7403622 (POB 4061)
(hereinafter: the “Lessee”)
 
of the second part;
 
Whereas:
The land known as Plot 127 in Bloc 3688 located in the “Science Park” on Menachem Begin Road in Rehovot, as appears in the diagram attached to this Agreement as Appendix A (hereinafter: the “Land”), leased through a perpetual lease from KKL by the Weizmann Institute of Science, Company No. 52-0016858 (hereinafter: the “Institute”), under a capitalized lease (until March 31, 2061) dated December 8, 1963 (hereinafter: the “Lease”); and
 
Whereas:
The Institute and Gav Yam High-Tec Ltd., Company No. 51-1921785 (hereinafter: “High-Tec”) signed a lease for the sublease of an unspecified 72% of the Land, as set out in the said sublease dated December 21, 1995 and its addendum dated June 12, 2012 (and subject to their terms) (hereinafter: the “Sublease”) according to which the Institute is entitled to rights in an unspecified part of the High-Tech Industrial Park defined as the “Project” below. In respect of the Sublease, a caveat was also registered for High-Tec on the Land at the Land Registration Office in Rehovot on December 28, 2008 under Deed 52124/2008/1002 (under the terms of original Deed 34491/1995/1), and High-Tec is entitled to be registered at the Land Registration Office as the sublessee of the Land; and
 


Whereas:
According to the marketing and operating agreement made and signed on December 21, 1995 between the Lessor and Gav Ham Land Corporation Ltd., Company No. 520001736 (hereinafter: “Gav Yam Lands”), Gav Yam Lands manages, markets and operates the Park and the Lessor also empowered the Lessor contractually in its name and for it buildings and areas in the Park as well as for the management, marketing and operation of the Park for it; and
 
Whereas:
A building, inter alia, that includes a two-level underground parking lot on an area of 13,000 square meters with 10 floors above covering a gross leasable area of 15,020 square meters above ground was constructed on the Land (hereinafter: the “Building” and the “Building”); and
 
Whereas:
The Lessor declares that it is the sole holder of the Land and that on the “Date of Delivery,” as defined below, it will be the sole holder of the Leasehold, and entry into this Agreement does not constitute a breach of obligation to a third party and no third-party consent is required for leasing the Leasehold to the Lessee in accordance with the provisions of this Agreement; and
 

Whereas:
The Lessee declares and confirms that the “Leasehold,” as defined below, meets its requirements, and it seeks to lease the “Leasehold” as defined below, for the purpose set out in this Agreement, all subject to the correctness of the statements and commitments of the Lessor under this Agreement; and
 
Whereas:
The Lessor declares that it is entitled and agrees to lease the Leasehold, as defined below, to the Lessee in accordance with the provisions of this Agreement.
 
Therefore, it is declared and agreed between the Parties as follows:
 
1.
General
 

1.1
The preamble and appendices to this Agreement are an integral part thereof.
 

1.2
Appendices:
 

1.2.1
Appendix A – Diagram of the Land;
 

1.2.2
Appendix B – Diagram of the Leasehold and parking spaces;
 

1.2.3
Appendix C – Direct Debits; 
 



1.2.4
Appendix D – Technical Specifications (shell-level);
 

1.2.5
Appendix E – Insurance Appendices;
 

1.2.6
Appendix F – Canceled;
 

1.2.7
Appendix G – Electricity Agreement;
 

1.2.8
Appendix H1 – Bank Guarantee Text;
 

1.2.9
Appendix H2 – Personal Guarantee Text - canceled;
 

1.2.10
Appendix I – Tri-party Agreement Appendix in respect of Finishing Work in the Leasehold;
 

1.2.11
Appendix J – Change of Holder Notice to the Municipality;
 

1.2.12
Appendix K – Parking Lot Management Agreement;
 

1.2.13
Appendix L – Rules for Conducting Business;
 

1.2.14
Appendix M – Customization Work Plan.
 

1.3
For avoidance of doubt, it is hereby clarified that in the event of any discrepancy or inconsistency between the provisions of this Agreement and the provisions of the appendices, the provisions of this Agreement shall prevail, except for the provisions of the Technical Specifications (Appendix D) and/or unless explicitly determined otherwise in the body of the relevant appendix.
 

1.4
For the sake of good order, it is hereby clarified that wherever the “Lessor” appears in this Agreement and its appendices, the intention is also through its legal representative, Gav Yam Lands, according to the circumstances at hand.
 
2.
Headings
 
The section headings are for the sake of convenience only and shall not be used for the purpose of interpretation.
 
3.
Interpretation
 
Without derogating from the other definitions in this Agreement, the following terms shall be interpreted in accordance with that stated beside them, in other words:
 

3.1
The Leasehold” - On the third floor level of Building 4 as well as 40 parking spaces (30 in the building and 10 outside the building), all as marked in yellow on the diagram marked as Appendix B to this Agreement.
 

3.2
Final Area of the Leasehold” - 1,700 square meters (gross). In this regard, it is clarified that the Final Area of the Leasehold is the area to be used for calculation of the rent, management fees and all other financial liabilities of the Lessee under this Agreement.
 



3.3
The Project” - A project used for the development and encouragement of applied research, as a High-Tech Industrial Park (“High-Tech Park”);
 

3.4
Day of Delivery” or “Date of Delivery” - the date of signing this Agreement.
 

3.5
Lease Commencement Date” - December 1, 2021, subject to grace, as defined in section 4.1 below;
 

3.6
The Supervisor” - The supervisor on behalf of the Lessor, Yariv Pinto from the office of Waxman Govrin or any other person from another supervising office that replaces him, all at the sole discretion of the Lessor.
 

3.7
Main Systems” - As set out in the Technical Specifications (Appendix D).
 

3.8
Purpose of the Lease” – Management of a business for the purpose of offices, research and development, laboratory and production in the cultured meat industry.
 

3.9
Index” - the Consumer Price Index (including fruit and vegetables) to be published by the Central Bureau of Statistics, including such index which, if published by a different government institution, including any official index in its place, whether built on the same data as those on which the existing index is built on the date of signing this Agreement or not or whether a different index will be provided, the ratio between the indices will be determined by the Central Bureau of Statistics or any other official entity replacing it.
 
If no such ratio between the indices is set, the ratio will be set by Economic Department of Bank Leumi Le-Israel Ltd. (at the expense of the Lessee and Lessor, in equal parts).
 

3.10
Fundamental Index” and “Base Index” - The last known index on the date of signing this Agreement, which is the index of March 2021 published on April 15, 2021.
 
4.
Lease and lease terms
 

4.1
The Initial Lease Term - subject to the provisions below, the Lessor leases to the Lessee and the Lessee hereby leases from the Lessor the Leasehold for the purpose of the Lease, as defined in section 3.8 above, for a term of 4 years (and in words: four years) commencing December 1, 2021, which is the “Lease Commencement Date” through November 30, 2025 (hereinafter: “Initial Lease Term”), subject to the provisions of this section below.
 
It is clarified that the Lessee will be liable for all its obligations under this Agreement, from the Date of Delivery, as defined above, including in respect of all payments under this Agreement borne by the Lessee, even if the Lessee fails to meet its obligations under sections 26 and 18.1, and all in accordance with the provisions of section 7.5 below. If the Lessee believes that it will not manage to complete the work by the Lease Commencement Date (as defined above), despite its efforts to do so within the dates set, then the Lessee may defer the Lease Commencement Date once (for the purpose of completing the work and for this purpose only) by a period of 60 days (hereinafter: the “Grace Period”), subject to giving the Lessor written notice by October 1, 2021 regarding the need to exercise the Grace Period.


 
Should the Lessee exercise the Grace Period, February 1, 2022 will be set as the “Lease Commencement Date” (instead of December 1, 2021), for all intents and purposes in connection with the provisions of this Agreement.
 
It is clarified that the Lessee will be entitled to one Grace Period only and will not be entitled to any further deferral of the Lease Commencement Date, even if it fails to complete the work after exercising the Grace Period.
 
For avoidance of doubt, it is hereby clarified that the Lessee will be entitled to receive maintenance of the Leasehold, subject to fulfillment of all its obligations under sections 26 and 18.1 of this Agreement.
 
Furthermore, the Parties agreed that the parking spaces will be given to the Lessee on the Lease Commencement Date.
 

4.2
Option period - Subject to the Lessee not committing any repeated fundamental breaches during the Initial Lease Term of which the Lessor gives notice in writing (including default of any payments that it is required to pay in accordance with this Agreement) until that date, and renewal of the insurance policies specified in section 18.1 below, the Lessee is granted the option to extend the Lease by one additional consecutive Lease Term, for a period of 48 months from the end of the Initial Lease Term (hereinafter: the “Option Period”).
 
The Option Period will be exercised only if the Lessee notifies the Lessor in writing up to six months prior to the end of the Initial Lease Term, according to which it seeks to exercise the option. If the Lessee fails to provide notice on the relevant date, the Option Period shall not be exercised and this will be considered notice by the Lessee of unwillingness to exercise the Option Period, and accordingly, the Initial Lease Term will come to an end in accordance with the provisions of this Agreement, including fulfillment of the Lessee’s obligations and debts with respect to the relevant period as well as the date and manner of vacating the Leasehold.


 
(The Initial Lease Term and Option Period will be referred to jointly hereinafter as: “Lease Term”).
 
5.
Declarations and undertakings of the Parties
 

5.1
The Lessor declares that on December 10, 2019, it received a Form 4 for the building.
 

5.2
The Lessee declares that it inspected and approved the plans of the Leasehold and the different specifications, including the Technical Specifications (Appendix D), the Electricity Appendix (Appendix G) and all other appendices to this Agreement, and in this context, it was given the opportunity to independently and/or through an expert on its behalf conduct any inspection required in respect of the Leasehold, physical, legal, planning or otherwise, in inspections of a reasonable non-expert lessee, and subject to such inspections, found them suitable, worthy and fitting for the Purpose of the Lease under this Agreement, and it shall have no claim and/or lawsuit and/or demand against the Lessor in this regard, except for a hidden defect and/or deficiency, and it undertakes to receive the Leasehold on the Date of Delivery, without derogating from the correctness of the declarations and undertakings of the Lessor under this Agreement and with respect to the date and manner of receiving the Leasehold.
 

5.3
The Lessee declares and confirms that it is aware that the Lessor may construct additional buildings and areas under the Project, in addition to the Building (including construction on the roof and surroundings of the Building), and make any alterations to the urban building plan applicable to the Land, the building plans and permits of the Project (including with respect to the Building) and/or the permitted use of the Project areas (including the Building), and the Lessor does not and shall not have any claim and/or lawsuit against the Lessor and/or anyone acting on its behalf in connection with all of these, provided that there is no physical change to the actual Leasehold and that this does not prevent the possibility of reasonable use of the Leasehold for the Purpose of the Lease and access thereto.
 

5.4
The Lessor declares that to the best of its knowledge, there is no impediment under any law and/or agreement for it entering into this Agreement with the Lessee.
 

5.5
The Lessor declares that, according to the urban building plan applicable to the Land where the Project is located and the building license granted to the Project, there is no impediment to using the Leasehold during the Lease Term for the Purpose of the Lease, as defined in section 3.7 above, subject to and without derogating from the Lessee’s obligations.
 

5.6
The Lessor declares that it is a company registered in Israel, no decision has been made for its liquidation, all decisions and approvals required under its incorporation documents and by law for its entry into this Agreement and performance of its obligations thereunder have been received, and that the signatories on its behalf on this Agreement are legally authorized to bind it for all intents and purpose in connection with this Agreement.
 


6.
Delivery and receipt of the Leasehold
 

6.1
The Lessor undertakes to deliver the Leasehold to the Lessee on the Date of Delivery, as is on the date of signing this Agreement at shell level only.
 

6.2
The Lessor undertakes that on the Date of Delivery of the Leasehold and the Building, the Main Systems and utilities, including the air conditioning, will operate and that the Leasehold will receive regular electricity and water supply at the end points, according to the Technical Specifications appendix (Appendix D) and Electricity appendix, and all the systems, utilities and electricity and water connections will be in good working order.
 

6.3
The Lessor undertakes that the Lessee will have free access to the Leasehold, Building and parking spaces, and that during the Lease Term, it shall permit use of the Leasehold, its utilities and systems (including electricity, water, sewer, air conditioning, safety systems and elevators), and that the Building will be maintained in a reasonable and good condition that will enable reasonable use of the Leasehold, as set out in this Agreement, unless such is prevented for reasons not dependent on the Lessor.
 

6.4
On the Date of Delivery, the Leasehold will be at the Lessee’s disposal, clear of any person or object.
 

6.5
Prior to the Date of Delivery, the Lessee will conduct a tour of the Leasehold in the presence of its and the Lessor’s representatives and will prepare a delivery protocol describing the condition of the Leasehold upon delivery to the Lessee (hereinafter: the “Delivery Protocol”). The Lessee undertakes to return the Leasehold to the Lessor upon vacation thereof, in its condition on the Date of Delivery, subject to reasonable and natural wear and tear.
 

6.6
It is hereby clarified that all systems and additions installed (if any) and/or to be installed in the Leasehold that meet the definition of “fixtures,” as defined in the Land Law, 1969, are the property of the Lessor, and the Lessee shall not be entitled to make any changes to them and/or remove them at the end of the Lease Term.
 
7.
Alterations and Additions in the Leasehold
 

7.1
Due to the Lessee’s request for finishings and additions to the Leasehold, the Lessor agrees to the Lessee being granted permission to carry out finishing and additions to the Leasehold according to the finishing work specifications attached as Appendix M to this Agreement (above and hereinafter: “Alterations and Additions” and “Customizations” and “Finishing Work”), between the Date of Delivery and December 1, 2021 (hereinafter: the “Work Period”), provided that the following terms are met:
 

7.1.1
Prior to carrying out the Alterations and Additions, the approval of Gav Yam Lands will have been obtained for them and the other terms below will be met:
 



7.1.1.1
The Lessee will submit to a plan to Gav Yam Lands for the Alterations and Additions prepared by an architect on behalf of the Lessee, which also includes detailed electrical, air conditioning, safety, plumbing and structural engineering plans.
 

7.1.1.2
Gav Yam Lands notified the Lessee in writing no later than 14 business days from submission of the application, whether it consents to performance of the requested work and/or any repairs or alterations required at the Lessee’s request, if any, and the Lessee will be required to make such alterations and/or changes and approve the revised plan with Gav Yam Lands before and as a condition to carrying out the Alterations and Additions. Gav Yam Lands will only refuse the application, condition its consent and demand amendments on reasonable grounds under the circumstances at hand, such as non-compatibility with the Building utilities and/or Main Systems, or for structural engineering and safety reasons. It is agreed that should Gav Yam Lands fail to reply within said 14 business days to the Lessor’s application filed as required, the plans will be considered approved. Notwithstanding the foregoing, it is clarified that Gav Yam Lands will not consent nor grant approval in the event of any work performed in connection with the structural engineering, facade and/or balconies of the Building, and/or the public areas of the Project and/or the electromechanical systems of the Building.
 

7.1.1.3
All Alterations and Additions will be carried out by the Lessee according to the provisions of this Agreement. For avoidance of doubt, it is clarified that approval of the plans for the Alterations and Additions by Gav Yam Lands does not derogate from the Lessee’s sole responsibility and/or impose any responsibility on the Lessor and/or Gav Yam Lands in this regard, including binding the Lessor and/or Gav Yam Lands in any manner regarding the quality of all components of the planning.
 

7.1.1.4
Immediately after receipt of the reply from Gav Yam Lands, or at the end of 14 business days as aforesaid in which no reply was received from Gav Yam Lands, the Lessee may carry out the work that received approval by Gav Yam Lands, in coordination with Gav Yam Lands, and subject to signing the Tri-party Agreement (as defined below). The Lessee undertakes to act reasonably to prevent any delays and/or disturbances to the Lessor’s work and/or any damage to the Leasehold and/or to Gav Yam Lands and/or anyone acting on its behalf and/or work performed in the Building by the Lessor and/or anyone acting on its behalf (including Gav Yam Lands).
 



7.1.1.5
The Lessee will sign a Tri-party Agreement for carrying out the Alterations and Additions in the format attached as Appendix I to this Agreement (above and hereinafter:  “Tri-party Agreement”).
 

7.1.1.6
Engagement with the plumbing consultant (in connection with the fire sprinklers and pipes in the Leasehold), structural engineering consultant (if necessary), and any other relevant consultants at the discretion and according to guidelines of Gav Yam Lands. It is hereby agreed that an unreasonable demand for fees of the above consultants will be brought to the Supervisor for a decision.
 

7.1.1.7
Repair of any damage caused to the Building and/or its surroundings as a result of performance of the above work by the Lessee, if any, routinely during performance of the work, and protection of the elevator for loading of equipment, entry areas of equipment and materials into the Building and Leasehold and access routes thereto, all in coordination with the Park Management Company.
 

7.1.1.8
The Lessee undertakes to begin the Alterations and Additions immediately after the Date of Delivery (which is the signing date) and to complete them in full by and no later than December 1, 2021. It is clarified that if the Alterations and Additions are not completed within the said period, this will not prevent commencement of the Lease Term and the Lessee’s other obligations in this regard, subject to the Grace Period set out in section 4.1.
 

7.1.1.9
Upon completion of the Alterations and Additions, and in any event no later than the Date of Delivery, the Lessor will provide Gav Yam Lands with Final Plans of the Leasehold in PDF and AutoCAD format.
 

7.1.2
The Parties undertake to purchase and maintain insurance as set out in the insurance appendix (Appendix E). The Lessee undertakes to furnish Gav Yam Lands with the applicable insurance confirmations as aforesaid by the Date of Delivery and as a condition for delivery.
 



7.1.3
  The Lessee undertakes to carry out the Alterations and Additions in a manner that does not cause any disturbance to the Lessor and/or anyone acting on its behalf and/or other lessees in the Building and its surroundings, while avoiding any disturbance and/or causing any noise and/or dust and/or nuisance. The Lessee will be solely responsible for any physical and/or property damage of any kind incurred by any person and/or the Leasehold and/or the Building due to and/or in connection with the Alterations and Additions.
 

7.2
The Lessee will be solely responsible and will bear all expenses related to the Alterations and Additions, including its responsibility to obtain any permit required by any law for performance of the Alterations and Additions that are subject to this section and for payment in respect thereof, if any, whether imposed on the Lessee or the Lessor, including obtaining a Fire Department permit. For avoidance of doubt, if the Lessor’s signature is required for the purpose of obtaining a permit, the Lessor will provide its consent and signature through Gav Yam Lands, within 10 business days of receipt of the Lessee’s request at the offices of Gav Yam Lands, provided that no financial and/or other obligation is imposed on it. The Lessor, through Gav Yam Lands, shall not refuse the Lessee’s request if the approval was provided in advance, in writing and does not constitute a prohibited change, on condition that the Lessee’s request does not contradict the provisions of this section.
 
The Parties also agree that any Alteration or Addition to the Leasehold, as specified in this section above and below, on the Lessee’s account, will be the Lessor’s property if the Addition or Alteration meets the definition of fixtures, as defined in the Land Law, 1969, and if the Alteration or Addition does not meet the definition of fixtures, it will be deemed the Lessee’s property and the Lessee will be required to remove and/or dismantle them at the end of the Initial Lease Term and/or at the end of the Option Period, as applicable, unless the Lessor, through Gav Yam Lands, consents to leaving them, all on condition that the Lessee returns the Leasehold to the Lessor in a good and proper condition and as it was on the Lease Term commencement date, except for reasonable wear and tear. Notwithstanding the foregoing, it is agreed between the Lessee and Lessor that some facilities and/or furniture and/or Additions meet the definition of fixtures as aforesaid, but will remain in the Lessee’s possession at the end of the Lease Term, in respect of which an agreement will be made in writing between the Parties and attached as an integral appendix to this Agreement.


 
Notwithstanding the law and the foregoing, special equipment of the Lessee (such as a generator, servers and special chillers purchased by the Lessee for which if financed the installation) will not constitute fixtures for the purpose of this Agreement, and the Lessee may dismantle them at any time in coordination with the Park Management Company and according to its guidelines, including at the end of the Initial Lease Term or Option Period (if exercised), at its sole discretion, and all according to and in the manner specified in section 28.1 below.
 
For avoidance of doubt, in the event that the Lessee elects to leave the Alterations and Additions in the Leasehold, it shall not be entitled to demand and receive any consideration for them from the Lessor.
 
For avoidance of doubt, notwithstanding and without derogating from the foregoing, the Lessor, including through Gav Yam Lands, may at the end of the Initial Lease Term and/or Option Period, as applicable, and instruct the Lessee to dismantle any Addition installed in the Leasehold that does not meet the definition of fixtures, and the Lessee will be required to dismantle that instructed by the Lessor as aforesaid, as a condition to vacating the Leasehold and return of the guarantees as set out in section 18.5 below.
 

7.3
For avoidance of doubt and without prejudice to the generality of the above and hereinafter, it is hereby clarified that any installation and/or alteration and/or addition to drapes and/or shades and/or blinds in the Leasehold that affect the facade of the Building and/or Leasehold, must receive the prior written approval of the Lessor’s architect. The approval of the Lessor’s architect will be provided within 14 business days of the application. If the architect’s approval is not granted by such date, the application will be considered approved.
 

7.4
In addition and without derogating from the generality of the foregoing, it is clarified that upon completion of the Customizations and before occupancy and commencement of the activity in the Leasehold, the Lessee will provide any permit required, if required by law and/or a competent authority based on the type of work carried out by the Lessee for the purpose of occupancy of the Leasehold.
 

7.5
For avoidance of doubt, it is hereby clarified that during the Work Period (i.e., from the Date of Delivery until the Lease Commencement Date), the Lessee will bear all payments applicable to the Leasehold under this Agreement and by law during the Work Period, excluding Management Fees, Leasehold Rent, municipal rates and taxes, and Rent for the parking spaces. Furthermore, during such period only, the Lessee may request exemption from payment of municipal rates and taxes of the property in respect of the Work Period, according to the procedures and requirements of the local authority (and it will be solely responsible for obtaining such exemption, if its application is approved, without any claim on its part against the Lessor if its application is not approved, but it is clarified that the Lessor on its part will assist the Lessee in obtaining the exemption by signing the documents required (if required in its capacity as Lessor), provided that no responsibility and/or liability not set out in this Agreement is imposed on it.
 


Finishing Work budget - It is agreed that, at the Lessee’s request, the Lessor will bear the cost of Customizations that constitute a fixed investment in the Leasehold (as opposed to an investment in equipment and/or machines and/or improvements that do not constitute fixtures) in a total amount of NIS 3,500 per square meter plus duly required VAT, i.e., a total of NIS 5,950,000 plus duly required VAT (hereinafter: “Budgeted Amount” and “Finishing Work Budget”) according to the Finishing Work specifications attached as Appendix M to this Agreement, provided that the Lessor did not carry out such work independently prior to delivery. Beyond such amount, the Finishing Work will be performed by the Lessee. It is agreed between the Parties that payment to consultants is part of the Budgeted Amount and the Lessee may purchase furniture for the Leasehold at a value of up to 10% of the Budgeted Amount.
 
The Finishing Work Budget will be exercisable by the Lessee at the stages below, based on the progress of the Lessee’s work in the Leasehold and the Lessee’s request and needs.
 
It is clarified that the Budgeted Amount excludes construction and installation of the floor restrooms and kitchenette as well as for the purpose of improving the shell (hereinafter: the “Additional Work”). The Lessor will transfer another budget of NIS 500,000 to the Lessee for the Additional Work, which will be added to the Budgeted Amount.
 
Subject to forwarding of an invoice approved for payment by the Lessee to the Lessor, the Lessor will pay the amounts on account of the Finishing Work Budget directly to the Lessee, while each amount will be paid within thirty (30) days of the end of the month in which the duly required tax invoice is provided to the Lessor in its name (EOM + 30 days) together with references such as a bill of quantities, and after confirmation by an engineer on behalf of the Lessor that the work was actually performed.
 
It is agreed that such confirmation will be provided no later than 7 (seven) business days from receipt of the invoice by the Lessor.
 
It is clarified that the total amount to be paid by the Lessor shall under no circumstances exceed the Budgeted Amount.
 
If the Lessee terminates the Lease Term prior to the end of the Initial Lease Term or Option Period, for any reason, including without exercising the Option Period at all, the Lessee will pay the Lessor no later than the date of terminate of the relevant period under such circumstances, the Budgeted Amount calculated proportionately over 8 years plus Base Index Linkage Differentials and duly required VAT for each lease year (or a proportionate part thereof) not actually exercised.


 
For instance:
 
If the Finishing Work Budget was NIS 250,000 and the Lease Term (including the Option Period) under the Agreement was 8 years, but the Lease ends after 4 years, the Lessee will pay the Lessor 50% of the Budgeted Amount, i.e., NIS 125,000 plus Base Index Linkage Differentials and duly required VAT.
 
If the Finishing Work Budget was NIS 250,000 and the Lease Term (including the Option Period) under the Agreement was 8 years, but the Lease ends after 6 years, the Lessee will pay the Lessor 25% of the Budgeted Amount, i.e., NIS 62,500 plus Base Index Linkage Differentials and duly required VAT.
 
Notwithstanding the foregoing, it is agreed between the Parties that if an alternative tenant enters instead of the Lessee, which replaces the Lessee for all intents and purposes immediately upon early vacation of the Leasehold, the alternative lessee (instead of the Lessee) will be liable for all debts and obligations of the original Lessee, including in accordance with this section.
 
It is clarified that the foregoing does not constitute consent to shorten the duration of the Agreement and does not derogate from the Lessee’s responsibility with respect to the quality and performance of the work in the Leasehold and/or does not impose any responsibility on the Lessor in respect of performance of the work.
 
8.
Purpose of the Lease
 

8.1
The Purpose of the Lease is as defined in section 3.8 above, and the Lessee undertakes not to use the Leasehold or any part thereof for any purpose other than the Purpose of the Lease.
 

8.2
The Lessee confirms that it is aware that operating the Leasehold while changing or deviating from the Purpose of the Lease, apart from being a fundamental breach of this Agreement, may lead to a breach of other leases between the Lessor and other lessees in the Building and to additional damage to the Lessor. Therefore, it is hereby agreed that in the event that the Lessee uses the Leasehold while deviating from the Purpose of the Lease and/or the permitted zoning thereof by law, the Lessor may, after giving the Lessee 30 days written warning, request the remedy of an injunction against operating such business, without derogating from any other remedy and/or right granted to it under this Agreement and/or by any law, including its right to receive compensation and/or indemnification from the Lessee in respect of any damage and/or expense and/or loss incurred (if any) due to such deviating use.
 



8.3
The Lessor declares that subject to the above and hereinafter in this Agreement, it is aware that the Lessee will make continuous use of the Leasehold for its business activities and the Purpose of the Lease, 24 hours a day, seven days a week (365 days a year) and undertakes to allow the Lessee to do so without any disturbance or limit on its part (except for Yom Kippur), and to this end, to provide the Leasehold with the necessary management services required under the circumstances at hand, outside normal business hours and on weekends and holidays, for the purpose of the Lessee’s activities in the Leasehold, including access the Leasehold and parking spaces (as specified in section 14), and air conditioning to the Leasehold (except on Yom Kippur).
 
9.
The Rent
 

9.1
The monthly rent in the Initial Lease Term in respect of the Leasehold areas will be NIS 80 (or in words: eighty new Israeli shekels) per square meter of the Leasehold area plus Index Linkage Differentials and duly required VAT. This amount includes NIS 3,500 per square meter as set out in section 7.5 regarding the Finishing Work Budget.
 
Accordingly, the monthly rent in respect of the Leasehold will be NIS 136,000 per lease month plus Linkage Differentials and duly required VAT (hereinafter: “Rent for the Leasehold Area”).
 
The Rent for the parking component included in the Leasehold will be a total of NIS 12,000 (and in words: twelve thousand new Israeli shekels) in respect of 30 internal parking spaces, plus Index Linkage Differentials and duly required VAT (hereinafter: “Rent for Parking” and “Parking Fees”). It is clarified that the Lessee will be granted the right to use 10 outdoor parking spaces without being required to pay any rent for them (the Rent for the Leasehold Area and Rent for Parking will be referred to jointly hereinafter as: the “Base Rent”).
 
For the sake of good order, the Base Rent together will be NIS 148,000 (and in words: one hundred and forty eight thousand new Israeli shekels) plus Index Linkage Differentials and duly required VAT.
 
The Rent in the Option Period will be an additional 5% compared to the Rent in the last month of the Lease Term plus Index Linkage Differentials and duly required VAT (hereinafter: “Rent for the Leasehold in the Option Period”).


 
For avoidance of doubt, the Rent for Parking will remain unchanged in the Option Periods.
 

9.2
Additional payments:
 

9.2.1
Electricity payments - as set out in the Electricity Agreement (Appendix G).
 

9.2.2
Air-conditioning consumption payments as set out in section 22 below.
 

9.2.3
Contribution to the insurance costs of the Lessor and/or anyone acting on its behalf, as specified in the insurance appendices (Appendices E) purchased by the Lessor and/or anyone acting on its behalf, based on the Lessee’s proportionate share, which is estimated at NIS 0.7 per meter.
 

9.2.4
Payment of Management and Maintenance Fees for the Leasehold - as set out in section 21.4.1 below.
 

9.2.5
Payment of municipal rates and taxes for the parking spaces used by the Lessee in accordance with the provisions of this Agreement, which will be paid at the demand of the relevant authority or immediately with the Lessor’s demand, if the payment demand is issued in its name.
 

9.3
The Base Rent will bear Base Index Linkage Differentials, according to the provisions of section 11 below.
 

9.4
The Lessee undertakes to pay the Lessor the Base Rent plus Linkage Differentials thereon and value added tax, for the entire Lease Term, in the following manner:
 

9.4.1
The Rent, Maintenance and Management Fees as defined below and the other payments applicable to the Lessee under this Agreement will be paid monthly in advance, no later than the first of every month.
 

9.4.2
Such Rent and Management and Maintenance Fee payments will be made by Direct Debit from the Lessee’s account in the wording attached to this Agreement as Appendix C, which will be provided by the Lessee at the time of signing this Agreement, duly signed by the bank.
 

9.4.3
The Rent will be updated according to the provisions of section 11 below.
 

9.4.4
The Lessee hereby waives the need, if any, for advance notice or demand for payment of the Rent.
 



9.4.5
The Lessor will give the Lessee an invoice in respect of each payment required under this Agreement. If the delivery date of the invoice and/or the payment date fall on a non-business day, the dates will be deferred to the following business day.
 

9.4.6
The Lessor will give the Lessee an invoice in respect of each payment required under this Agreement. An invoice given to the Lessee by the 20th of a calendar month will be paid on the 1st of the following calendar month. An invoice given to the Lessee after the 20th of a calendar month will be paid on the 15th of the following calendar month. If the delivery date of the invoice and/or the payment date fall on a non-business day, the dates will be deferred to the next business day.
 

9.4.7
An appropriate tax invoice in respect of the Rent and Management Fees will be given to the Lessee upon effecting any such payment.
 
10.
Non-Application of Tenant Protection Laws
 

10.1
The Lessee confirms and declares that:
 

10.1.1
Tenant protection pursuant to the Tenant Protection Law (Consolidated Version), 1972 or any other law does not apply to this Lease.
 

10.1.2
No key money or any other consideration has been paid to the Lessor, directly or indirectly, in respect of granting this Lease.
 

10.1.3
On the commencement date of the Term of this Lease, there was no tenant in the Leasehold that is permitted to hold it legally.
 
The Lessee declares and confirms that its expenses and investments in preparing alterations in the Leasehold, as an addition or renovations or participation in expenses, or any other investment for customization of the Leasehold to its purposes shall under no circumstances be considered key money of any kind and shall not grant the Lessee any right, and such investments will not change that stated above according to which none of the tenant protection laws apply to the Leasehold.
 
11.
Linkage
 

11.1
The Base Rent and all NIS-denominated payments in this Agreement will be linked to changes to the Index, as defined above, provided that they are no less than the amount specified in this Agreement. If on the payment day of any part of the Rent (hereinafter: “Effective Date”) the latest Index published prior to the Effective Date (hereinafter: “New Index”) is higher than the Base Index on the date of the first payment of Linkage Differentials, or in any other case, higher than the previous Index in respect of which the Lessee was charged Linkage Differentials (hereinafter: “Last Index Charged”), the Lessee hereby undertakes to pay the Lessor such Base Rent payments increased proportionately to the increase in the New Index compared to the Base Index or compared to the Last Index Charged, as the case may be. For avoidance of doubt, it is clarified that under no circumstances will a decrease in the Base Index be taken into account.
 


The addition to the Base Rent as calculated above will be referred to in this Agreement above and hereinafter as: “Linkage Differentials”.
 

11.2
For the purpose of calculating the Index change, the payment date will be considered the date on which the Rent was due to be paid. However, it is hereby agreed explicitly that this is not a waiver or consent on behalf of the Lessor of the Lessee’s obligation to pay the Rent on the agreed dates and of the remedies at the Lessor’s disposal in the event of payment default.
 
The Lessee has the right to pay the Rent in advance for any part of the Lease Term, in which case the linkage of such amount will apply until the actual payment date (the earlier date).
 

11.3
The Linkage Differentials will be considered Rent for all intents and purposes and will be paid on the Rent payment date in the same way as the Rent.
 
12.
Suitability inspection, use, obtaining permits and compliance with laws
 

12.1
The Lessee undertakes to use the Leasehold solely for the Purpose of the Lease as defined above, and for no other purpose.
 

12.2
The Lessee declares that it has inspected and was given the opportunity to inspect every item related to the Project, the Building and the Leasehold, including and without derogating from the diagram of the Land and the Leasehold and the Technical Specifications (Appendices A, B and D) as well as the planning, physical and legal state of the Land and the Lessor’s rights therein, and the urban building plan applicable to them, and it also inspected the planning, licensing and legal status of the Leasehold; that it is aware of the Leasehold zoning under the above; and that any kind of payment applicable to the Leasehold for the specific use of the Lessee, and any damage and/or expense for incompatibility between the Purpose of the Lease set out in this Agreement and such zoning of the Leasehold or for any other related restriction will apply solely to the Lessee. The Lessee further declares that it is aware that the Leasehold will be handed over to it in its as is condition. It does not and shall not have any claim and/or lawsuit and/or demand in connection with the condition of the Leasehold and/or the Building and/or the Project, including and without derogating from the generality of the foregoing, any allegation of incompatibility, choice, defect or any other allegation in connection with the Project and/or Building and/or Leasehold, including the possible use of the Leasehold with all that such entails. The Lessee also declares that it is entering into this Agreement based on its inspections and impressions, after receiving and reviewing all information it deems relevant and necessary for entering into the Agreement, and not based on information provided by the Lessor.
 



12.3
The Lessee undertakes to do everything necessary to obtain, by commencement of the Lease Term, all the approvals, licenses and permits necessary by law for use of the Leasehold or any part thereof for management of its business in the Leasehold, and to act according to them.
 
The Lessor undertakes to cooperate with the Lessee in the process of obtaining such permits, provided that this does not impose any financial and/or other obligation on it.
 
If the Lessor’s signature is required for the purpose of obtaining a permit, the Lessor will provide its consent and signature within 10 business days of receipt of the Lessee’s request at the Lessor’s offices, provided that no financial and/or other obligation is imposed on it. The Lessor shall only refuse the Lessee’s request as stated in this section on reasonable grounds that must be specified.
 

12.4
For avoidance of doubt, the Lessee declares that it is aware that the Lessor will not bear any responsibility to obtain any permits, approvals or licenses for the purpose of management of the Lessee’s business in the Leasehold or customization of the Leasehold according to the instructions of any competent authority for granting of such permit, license or approval, and the Lessee undertakes to obtain and provide any permit, approval or license at its expense and responsibility, including the business license required and/or to be required pursuant to the provisions of any law and/or at the instruction of any competent authority for the purpose of managing its business in the Leasehold and compliance with the Purpose of the Lease, and it undertakes that they will remain in force and their provisions will be performed by it in full throughout the Term of the Agreement. For avoidance of doubt, the Lessee declares that it does not and shall not have any claim and/or demand against the Lessor in respect of use of the Leasehold.
 

12.5
The Lessee undertakes to uphold any law and obey the provisions of any permit applicable to the Leasehold and/or any part thereof. The Lessor undertakes to uphold any law and obey the provisions of any permit applicable to the Leasehold and/or any part thereof. The provisions of this section are material and main provisions of this Agreement, and breach thereof shall constitutes a material breach of the Agreement.
 


13.
Transfer of Rights
 

13.1
The Lessee undertakes to refrain from giving and/or transferring and/or leasing and/or assigning and/or endorsing and/or pledging its rights under this Agreement in any manner and to refrain from permitting any third party from using and/or holding the Leasehold or any part thereof and to refrain from including with any third party in possession or use of the Leasehold or in reaping any benefit therefrom in any manner, not even as an authorized user or franchisee, whether directly or indirectly, whether for a consideration or not, unless it receives prior express written approval from the Lessor.
 
Without derogating from the foregoing, the transfer of rights to a subsidiary or fellow subsidiary of the Lessee or a wholly or partially owned company of the Lessee and/or of the controlling shareholder of the Lessee, shall be subject to the approval of the Lessor, which will only refuse on reasonable grounds.
 
In the event of a change of control of the Lessee, this will be considered a transfer of rights that is subject to the provisions of this section above. “Control” for the purpose of this section is as defined in the Securities Law, 1968.
 

13.2
The Lessor (including the Management Company) may give and/or transfer and/or assign and/or endorse and/or mortgage and/or pledge all its rights and/or debts in the Leasehold pursuant to this Agreement in any manner without any restriction and without having to obtain the consent of the Lessee, subject to the Lessee’s rights under this Agreement not being infringed. The Lessor will give the Lessee written notice of any action set forth in this section shortly after completion thereof.
 

13.3
The Lessee undertakes to sign any reasonable document or deed, if it is required to do so for the transfer of rights of the Lessor to any third party, within 10 business days of the Lessor’s request, provided that such signing does not impose any financial or other charge on the Lessee beyond the charges applicable to it under the provisions of this Agreement, and that such transfer is in accordance with the provisions of section 13.2 above.
 

13.4
Notwithstanding the provisions of any law, the Lessee undertakes to refrain from registering a caveat and/or any other record in respect of the provisions of this Agreement or its rights thereunder at the Land Registration Office and/or in any other public register. It is aware that registration of such caveat constitutes a material breach of this Agreement and in the event of registration of such caveat, it will be required to compensate the Lessor for any resulting damage incurred.
 



13.5
Furthermore, it is hereby agreed that the Lessee may lease up to 50% of the Leasehold area in a sublease to a lessee (any company or entity engaged in activity suitable to the Purpose of the Lease under this Agreement) whose economic strength and/or collateral provided is not inferior to that of the Lessee, and for periods ending prior to the end of the Initial Lease Term or second Lease Term (if exercised), on condition that the identity of the sub-lessee is approved in writing in advance by the Lessor (which will only refuse for reasonable grounds explained in writing), and the Lessee will be liable for all involved in the sub-lessee and will continue to be liable for its obligations to the Lessor under this Agreement, for denial of any lessor-lessee relations between the Lessor and the sub-lessee. A breach of the sublease by the sub-lessee that will naturally cause a breach of the Lease by the Lessee, will bind the Lessee for all intents and purposes in accordance with the provisions of this Agreement and any law toward the Lessor and in respect of any of its remedies. It is also clarified that the Lessee may not collect rent from the sub-lessee in an amount that exceeds the Rent paid to the Lessor in respect of the Leasehold area and that should it do so, the difference will be divided equally between the Parties. Furthermore, during the Initial Lease Term  or the first additional Lease Term (if exercised), the Lessee may bring an alternative lessee in its stead, which will have financial strength to the satisfaction of the Lessor (hereinafter: “Alternative Lessee”) without a criminal background (and if the transferee is a company - the controlling shareholder of the transferee), under the precondition that the Alternative Lessee is to the full satisfaction of the Lessor and subject to the Lessor’s prior written approval, provided that the Alternative Lessee takes the place of the Lessee and undertakes all its obligations under this Agreement in full. It is clarified that the Lessor will only refuse replacement of the Lessee with the Alternative Lessee for reasonable grounds explained in writing.
 
It is clarified that if the Lessee seeks to bring an Alternative Lessee under it as aforesaid, it will notify the Lessor thereof at least 30 business days in advance, during which the Lessor will be given the option of canceling the engagement of the Parties to the Lease or bringing an alternative lessee on its behalf (including by leasing the Leasehold to any of the lessees in the Building and the Project), at its sole discretion and without having to explain its decision or non-decision on the matter (hereinafter: “Right of First Refusal to a Lessee”). If the Lessor does not exercise the said Right of First Refusal or notifies the Lessee that it does not seek to do so during the said exercise period, the Lessee may offer the Leasehold to an Alternative Lessee that meets the conditions of this section.


 
14.
Changes in the Leasehold subsequent to delivery to the Lessee
 
Without derogating from the generality of the provision of section 7 above, the Parties agree that should the Lessee seek to make changes in the Leasehold subsequent to the Date of Delivery, the following provisions will apply:
 

14.1
The Lessee undertakes not to make or not to allow others to make any internal and/or external change in the Leasehold and not to add any addition or demolish any part of the Leasehold and/or any of its facilities and not to permit any alterations and/or repairs and/or additions and/or demolition to be carried out (except as is usual in day-to-day use of a leasehold, such as replacement of light bulbs, installation of partitions and drywall, and hanging of pictures) (hereinafter: the “Changes”) without receiving the prior written consent of the Lessor. The Lessor will reply to the Lessee’s request within 10 business days of receipt of the Lessee’s written request. In the event of non-reply within the said 10 business days, the Lessor will be considered to have given consent to the sought Changes. The Lessor will only object to the request and condition its consent on reasonable grounds under the circumstances at hand, such as incompatibility with the Building utilities and/or Main Systems, or for safety and structural engineering reasons.
 
If the Lessee makes such Changes and the Lessor demands restoring it to its the previous condition, the Lessee must do so within 14 business days of the written demand.
 

14.2
If the Lessee makes Changes without the Lessor’s approval, and/or fails to restore it to is previous condition, the Lessor may do so independently and/or by anyone acting on its behalf, at the Lessee’s expense, for the purpose of restoring the Leasehold to its previous condition, and the Lessee shall not have any claim and/or demand of any kind in respect of performance thereof by the Lessor.
 

14.3
It is agreed that the Lessee may install demountable open space partitions without requiring the Lessor’s approval and/or consent and they will be the property of the Lessee, and it must demount them at the end of the Lease and remove them from the Leasehold while restoring the Leasehold to its previous condition as it was delivered to the Lessee on the Date of Delivery, except for reasonable wear and tear and subject to the provisions of this Agreement.
 

14.4
The provisions of section 7 will apply mutatis mutandis to such Changes.
 


For avoidance of doubt, any Change that includes adding fixtures as aforesaid will not be considered payment of key money, as defined in the Tenant Protection Law, 1972.
 

14.5
If the Lessor agrees to the Lessee’s request to make Changes in the Leasehold, which include adding “fixtures”, as defined in the Land Law, 1969, the fixtures will be the Lessor’s property upon vacation of the Leasehold, and the Lessee may not remove them from the Leasehold or restore the Leasehold to its condition prior to the Changes unless the Lessor notifies the Lessee in writing of its demand to restore the Leasehold to its condition prior to the Changes.
 
If the Lessee makes Changes in the Leasehold which do not meet the definition of “fixtures” as stated above, with the Lessor’s consent, the Lessee will be required at the end of the Lease Term to restore the Leasehold to its previous condition prior to the Changes, unless the Lessor notifies the Lessee in advance and in writing of its consent to the Lessee’s request to leave the Changes in the Leasehold. If the Lessor notifies of its consent to leave the Changes in the Leasehold, the Lessee may not remove them from the Leasehold or make any changes to them, and they will be transferred to the Lessor’s sole possession at the end of the Lease Term in their as is condition without the Lessee being able to demand and/or receive compensation or payment for them and without this being considered payment of key money, as aforesaid.
 

14.6
The Lessor may construct any building on the roof of the Leasehold and/or additional floors in the Building, provided that the Lessee’s reasonable benefit from the Leasehold is not impaired during and/or after the construction period and that any other right granted to the Lessee under this Agreement and/or by any law is not infringed.
 
15.
Parking Lot
 

15.1
At the time of signing this Agreement, the Lessee also signs the parking lot agreement attached as Appendix K (above and hereinafter: “Parking Lot Management Agreement”) to this Agreement, and undertakes to comply with all provisions thereof, and to pay the “Parking Fees” as defined above, as part of the Base Rent and/or in the Option Period on time and as required. The Lessee is aware that a breach of the provisions of the Parking Lot Management Agreement constitutes a material breach of this Agreement, with all the consequences thereof.
 
16.
Maintenance and prevention of nuisance
 

16.1
The Lessor undertakes to maintain (by it and/or the Management Company) the Building at a level of maintenance and cleanliness as is customary in adjacent buildings throughout the Lease Term and Option Period, as applicable, including to repair and maintain defects in the public areas and the Building shell.
 



16.2
The Lessee will maintain the Leasehold in a good and proper condition, including the Alterations and Additions to be made by it in the Leasehold, if any, subject to the provisions of this Agreement, and other than reasonable wear and tear,  will keep the Leasehold, its close surroundings, facilities, accessories and all its attachments clean and tidy, including the service rooms located in the Leasehold and all restrooms intended for use by the Lessee, and will use them carefully and avoid causing any damage to the Leasehold and/or its facilities, other than reasonable wear and tear.
 

16.3
Without derogating from the generality of that stated above and hereinafter, the Lessee undertakes to keep all systems installed in the Leasehold in good working order and to ensure to service them regularly, including performance of repairs, and will replace them when necessary and return the Leasehold to the Lessor upon vacation thereof in a good and proper condition, subject to Alterations and Additions made in the Leasehold with the Lessor’s consent, when all its systems are in good working order.
 

16.4
The Lessee will fulfill the instructions of any competent authority, as shall be from time to time, in connection of the cleaning arrangements, the manner of disposal of residual waste, maintenance of the integrity of the drainage system and all other systems in the Leasehold.
 
Furthermore, the Lessee undertakes to comply with any relevant standard or legal provision pursuant to any law regard the use of prohibited materials.
 

16.5
The Lessee undertakes to keep the Leasehold and its surroundings clean, avoid accumulation of waste and materials that may cause a fire, avoid and eliminate odors and rust, and take every reasonable measure to prevent fire.
 

16.5.1
For avoidance of doubt, the Lessee declares that it is aware that other lessees are and/or will be located in its surroundings and that it must install devices and/or facilities and/or take the measures required to prevent any mess and/or odors and/or hazardous materials from the Leasehold that cause a nuisance and/or contamination to other tenants in the surroundings and it undertakes not install and not to allow the installation of cellular antennas in the Leasehold.
 

16.5.2
The Lessee will avoid creating any nuisance and undertakes not to cause any noise, air pollution, foul odors and shocks that may disturb the neighboring leaseholds.
 
The Lessee also undertakes to make all reasonable efforts to prevent fire.
 

16.6
The Lessee will notify the Lessor and/or Management Company of any damage to the Leasehold or nuisance caused to the Leasehold or other leaseholds immediately upon discovery thereof. If the Lessee fails to notify as aforesaid, it will bear any additional expense incurred by the Lessor due to failure to notify it on time.
 



16.7
The Lessee will take care of proper maintenance of the Leasehold and all its systems and will repair, at its expense, any failure or defect in the Leasehold and/or its systems and/or any failure or defect caused, formed or discovered in or from the Leasehold and any part thereof, including plumbing repairs and various other repairs, upon being formed and/or caused and/or discovered, other than damage to the Building and Main Systems up to the end point (such as electricity, plumbing, air-conditioning, air replacement installations, pipes, etc.) and damage for which the Lessor is responsible and/or damage to systems maintained by the Management Company according to this Agreement and/or the provisions of the Management Agreement not caused by the Lessee and/or anyone acting on its behalf.
 

16.8
Should the Lessee fail to carry out its obligations or any of them according to this section 16 and all its subsections, or fail to repair the damage to the satisfaction of the Lessor’s engineer, the Lessor may, but is not obligated, to carry out the repairs independently and all the repair expenses will apply to the Lessee, who will be required to reimburse the Lessor immediately upon the first demand plus Index Linkage Differentials according to section 11 above and interest on arrears according to section 24 below, calculated from the payment date of the repair by the Lessor until actual payment in full to the Lessor, against presentation of references regarding payment of the repair.
 

16.9
If the Lessee fails to carry out its obligations or any of them according to this section 16 and all its subsections, or fails to repair the damage to the satisfaction of the Lessor’s engineer within 14 days of the Lessor’s written demand, and in life-threatening emergencies and/or expected immediate damage to property, the Lessor may, but is not obligated to carry out repairs independently and all the repair expenses will apply to the Lessee, which will be required to reimburse the Lessor plus Index Linkage Differentials according to section 11 above and interest on arrears according to section 23 below, calculated from the delivery date of the written payment demand for the repair by the Lessor to the Lessee until actual payment in full to the Lessor.
 
The Lessor’s invoices for the amount of its expenses under this section will constitute prima facie evidence of the correctness and reliability thereof.
 

16.10
The Lessee hereby provides its full consent and authorization for the Lessor’s representatives, employees and/or agents to enter the Leasehold by prior arrangement with the Lessee based on the circumstances at hand, accompanied by a representative on behalf of the Lessee to inspect the condition of the Leasehold, compliance with the Lessee’s obligations under this Agreement, the Leasehold systems, equipment and facilities, and to carry out any repair and/or maintenance work which the Lessor is required to perform under the provisions of this Agreement and any law, technical and other arrangements, and the Lessor’s representatives may enter the Leasehold by prior arrangement with the Lessee in order to show it to other potential lessees, in the last six (6) months of the Lease (if the option is not exercised) or in the last six (6) months of the Option Period, if any, as the case may be. The Lessor will act to minimize the nuisance to the Lessee as far as possible when entering the Leasehold as aforesaid. The provisions of this section do not impose any responsibility or liability on the Lessor which is not explicitly imposed on it in this Agreement.
 



16.11
The Lessee will fulfill the instructions of the Lessor, the insurance company and any other competent authority related to firefighting, fire prevention, civil defense and safety arrangements and procedures arising from the Lessee’s activities in the Leasehold. The Lessee will also take all reasonable measures to prevent explosions and/or fire.
 

16.12
The Lessee undertakes to comply with the provisions of any law, including any law, regulation, order, bylaw or provision of any competent authority regarding management of its business in the Leasehold, and in connection with maintenance and use of the Leasehold, the Lessee will also be responsible for the payment of any fine imposed due to noncompliance with such provisions.
 

16.13
It is hereby agreed between the Parties that the Lessor may, when necessary, lay public pipes and/or cables within or near the Leasehold by prior arrangement with the Lessee. The Lessee undertakes to allow the Lessor and/or anyone acting on its behalf to service a utility placed in the Leasehold when necessary.
 
17.
Safeguarding the Leasehold
 

17.1
The Lessee shall not bring any equipment into the Leasehold that might cause damage to it and shall not place a greater load on the floor of the Leasehold than that which it was constructed to bear.
 
The permitted superimposed dead load on the floor of the offices is 200 kilograms per square meter and a permitted live load of 300 kilograms per square meter.
 
The permitted superimposed dead load on the floor of the storerooms is 200 kilograms per square meter and a live load of 300 kilograms per square meter.
 
The permitted superimposed dead load of the parking lots is 50 kilograms per square meter and a permitted live load of 300 kilograms per square meter.
 


In the event of any special or concentrated or machine foundation load, the Lessee must submit a plan and obtain prior written consent from the Lessor’s engineer.
 

17.2
Without derogating from the provisions of any law and/or authority, the Lessee undertakes, throughout the Lease Term, to appoint someone responsible for the issue of working with heat, whose function will be to approve working with heat in the Leasehold in writing and approve compliance thereof with the provisions of section 17.4 below, in the event of working with heat in the Leasehold. It is clarified that the Lessor is aware that based on the Purpose of the Lease and the purpose of the Company, the Lessee might perform work with heat, which will be performed according to any binding standard, provision and statute.
 

17.3
In this section, the term “working with heat” means as follows: performing any work involving welding, hard and soft soldering, work using a burner (such as cutting, tarring and insulation), drilling, grinding, disc cutting, material burning and any work involving the emission of sparks or flames.
 
For avoidance of doubt, it is hereby clarified that the following procedure does not apply in the event of working with heat with hazardous cylinders such as fuel or gas cylinders and that in the event of such work, the Lessee must obtain a detailed procedure from the Lessor’s engineer.
 

17.4
If, in the Leasehold and/or its surroundings, the Lessee and/or anyone acting on its behalf works with heat not in the course of its regular activity and/or according to the provisions of section 17.2, the Lessee undertakes to act as follows:
 

17.4.1
Before performing any work with heat, the person responsible or appointed by it will inspect the designated work area and ensure that all flammable materials are kept away at a distance of at least 11 meters radius.
 

17.4.2
Fixed objects that cannot be moved must be covered with a non-flammable cover such as an asbestos blanket or wet tarpaulin.
 

17.4.3
Before performing the work, all openings and passages must be blocked.
 

17.4.4
A “fire observer” equipped with suitable portable fire extinguishers for the type of flammable materials in the surroundings must be positioned near the parties working with heat. At all times while work with heat is carried out and at least 30 minutes thereafter, the fire observer will ensure that there is no flare-up as a result of the work, and this will be the observer’s sole function.
 



17.5
For avoidance of doubt, it is hereby clarified that the foregoing does not exempt the Lessee from responsibility and/or liability for performance of any other instruction of any person, entity or authority with respect to work with heat and it shall have no claim and/or lawsuit against the Lessor in this regard. Furthermore, the Lessee declares that it shall be liable for any damage incurred by the Lessor and/or any third party as a result of noncompliance with the provisions above regarding working with heat.
 
18.
Collateral and guarantees
 

18.1
To secure compliance with the Lessee’s obligations under this Agreement and all its appendices, when signing this Agreement, the Lessee will give the Lessor an automatic, unconditional financial bank guarantee from an Israeli bank to the order of Gav Yam Lands Corporation Ltd., the Lessor’s legal representative, which may take action with it at its discretion, subject to the provisions of this Agreement.
 
The wording of the guarantee will be that attached to this Agreement (Appendix H1) (hereinafter: “Bank Guarantee”), in an amount of 6 months’  Rent, i.e. NIS 888,000 plus duly required VAT, and a total of NIS 1,038,960 (it is clarified that in the Option Period, the amount of the Bank Guarantee will be updated according to the revised Rent plus duly required VAT).
 
It is clarified that in any event, provision of the Bank Guarantee constitutes a condition for handover of possession of the Leasehold to the Lessee. However, if handover of possession to the Lessee is delayed due to a delay in providing the Bank Guarantee to the Lessor as aforesaid, beyond the fact that the delay in providing it constitutes a breach by the Lessee, the Lessee will in any case be liable for all payments applicable to it under the Agreement as from the Date of Delivery as defined above (even if in practice possession of the Leasehold has not yet been handed over to the Lessee under such circumstances).
 
The Bank Guarantee shall be linked to the Consumer Price Index from the date of issue and shall be valid for 12 months from the date of issue.
 
No later than 14 days before the beginning of every Lease year, or no later than 14 days before the guarantee expires, whichever comes first, the guarantee will be extended for another 12 (twelve) months, until the end of the Lease Term plus a further 90 (ninety) days after the end of the Lease (or Option, if exercised).
 

18.2
For avoidance of doubt, it is stipulated between the Parties that extension of the validity of the Bank Guarantee on the foregoing dates is one of the Lessee’s fundamental obligations under this Agreement and that if the Bank Guarantee or part thereof is exercised by the Lessor, the Lessee will be required to provide the Lessor with a new Bank Guarantee in lieu of the guarantee so exercised, up to the amount of the original guarantee plus Linkage Differentials, within 7 (seven) days of receipt of the guarantee exercise notice. It is clarified that exercise of the Bank Guarantee by the Lessor will be up to the amount of the damage arising from the breach only, subject to advance written notice of 10 (ten) business days to the Lessee of the Lessor’s intention to do so.
 



18.3
At the end of the Lease Term and on the Date of Delivery of the Leasehold by the Lessor, the Lessee must provide the Lessor with settlement confirmation of all payments and taxes applicable to and paid by it up to the date of vacation and return to the Lessor of the Leasehold and/or in respect of the Lease Term under this Agreement.
 

18.4
Deleted.
 

18.5
The Bank Guarantee will be returned to the Lessee 90 (ninety) days after the end of the Initial Lease Term or Option Period, as the case may be, or following provision of all confirmations required as specified in section 17.3 above, whichever comes first.
 
For avoidance of doubt, it is hereby clarified that deposit of the Bank Guarantee as aforesaid is a fundamental condition to this Agreement.
 
19.
Use of other areas outside the Leasehold
 

19.1
The Lessee shall have no claim against the Lessor if the public areas in the Building are reduced due to changes in planning or as a result of decisions or demands of the competent authorities or for any other reason.
 

19.2
Without derogating from any other provision in this Agreement, the Lessee may not make any special use of stairs, public areas in the Building and/or adjacent buildings, roads, stairwells or any other area outside the Leasehold.
 
20.
Electricity, water, communications systems, wiring and signs
 

20.1
Without prejudice to the other provisions of this Agreement below, the Lessee confirms that it is aware that the water installation in the Leasehold and connection of the Leasehold to the water network is subject to a contractual engagement between it and the local authority or the Management Company regarding the installation of meters for the Leasehold, and any related payment applies to the Lessee.
 


Furthermore, the Lessee confirms that installation of the electrical systems in the Leasehold and connection of the Leasehold to the grid is subject to a contractual engagement between it and the Lessor and/or the Management Company, all as the case may be, regarding the installation of meters, and any related payment applies to the Lessee.
 
The Lessor undertakes to cooperate with the Lessee in obtaining the provision of services by Bezeq or another communication provider to the Leasehold and will sign all documents required by Bezeq and/or the other communication provider within 10 business days of the request of the Lessee and/or anyone acting on its behalf.
 

20.2
The Lessee agrees that failure to connect the Leasehold to the grid as stated in Appendix G and/or to the water network does not derogate from its obligations under this Agreement and shall not constitute cause for claiming damages from the Lessor, as long as the Lessor provides the Leasehold with alternative regular electricity and water supply until connection of the Leasehold to the water network and grid.
 

20.3
Subject to the Lessor’s obligation to supply electricity as aforesaid, it is agreed that the Lessor, and the Lessor only, has the right, by 21 (twenty one) days advance written warning, to discontinue the supply of electricity to the Building in bulk and make sure to connect the Leasehold to Israel Electric Corporation’s general grid, and the Lessee shall have no claim against the Lessor in this regard, provided that its rights under the Electricity Agreement are not infringed.
 
The Lessee will install a generator on the roof of the Building at its expense, which will provide electricity to the Leasehold in the event of a power outage, so that no situation arises where the Leasehold is not connected to electricity. The generator details agreed between the parties: the generator will be 3.5*4 meters in size, with an estimated weight of 1.5 tons. In addition, a compressor of 3.5*2 meters in size will also be installed on the roof. The Lessor is responsible for ensuring physical space for installation of the generator and compressor. Notwithstanding the provisions of section 20.1 above, the Lessee declares and confirms that it was brought to its attention that the Lessor may install a central water tap in the Building through which the entire water supply to the lessees in the Building will be transmitted, in addition or instead of the existing water connection. In such case, the Lessee undertakes to pay the Lessor or anyone acting on its behalf for the water consumption to the Leasehold at the payment dates upon receipt of their demand (as opposed to the Lessee’s liability to pay for the water supply on the date of signing this Agreement directly to the water company operating in Rehovot). For avoidance of doubt, the actions required in connection with installation a central water tap, including installation of a water meter to the Leasehold, will be carried out by the Lessor at its sole expense.


 

20.4
The Lessee declares and confirms that it was brought to its attention that all electricity services to the Building and Leasehold will be provided by the Lessor and/or anyone acting on its behalf, in bulk, and that no electricity services will be provided to the Building and/or Leasehold by the Israel Electric Corporation.
 

20.4.1
The Lessee undertakes to pay the Lessor and/or anyone acting on its behalf its share of the electricity expenses of the Leasehold, all as set out in Appendix G to this Agreement (the Electricity Agreement) as well as its share in the electricity expenses for operation of the central air-conditioning system, all based on the Lessee’s actual consumption according to a meter reading.
 

20.4.2
The Lessee undertakes to sign the Electricity Agreement (Appendix G) with the Lessor and/or anyone acting on its behalf and to bear all payments for the electricity services for the Leasehold only, as set out in Appendix G. In any event, the Lessee confirms that the provisions of Appendix G, which will contain all the provisions of this section, will apply to the Lease relationship under this Agreement, whether the Lessee signs the agreement or not.
 

20.4.3
Without derogating from the generality of the foregoing, the payment obligation on the part of the Lessee under the provisions of the Electricity Agreement (Appendix G) and the electricity payment obligation in respect of the air conditioning, as stated in section 20.4.1 above, is the same as the Rent payment obligation, and the provisions of the Electricity Agreement are tantamount to the provisions of this Agreement, and breach thereof grants the Lessor all remedies set out in this Agreement. For avoidance of doubt, the provisions of sections 11.3, 22 and 24 of this Agreement will apply to the Lessee’s obligations under the Electricity Agreement, without derogating from any other remedy granted to the Lessor under the Electricity Agreement.
 

20.5
The Lessee undertakes to act reasonably to prevent blockages or breakdowns in the sewage network in the Leasehold resulting from use thereof and to bear expenses for repair of that network incurred as a result of use thereof.
 

20.6
The Lessee shall only install signs outside or on the Leasehold after receiving prior written approval from the Lessor and/or Management Company, subject to presentation of an illustration to the Lessor for approval and a summary of the location of the signs. The Lessee alone will bear the costs of installing such signs, and full responsibility in respect of installation thereof will apply to it.
 
The Lessor and/or Management Company may determine the form, size and location of the signs and the Lessor shall be required to install them as determined. If the Lessee installs a sign in contradiction to this section, the Lessor and/or Management Company may remove it at the Lessee’s expense.
 



20.7
The Lessee shall bear any tax or fee and shall be fully responsible for the installation and maintenance of the signs, and shall be required to obtain any permit required for the purpose of installation of signs.
 

20.8
If the Lessor and/or Management Company installs a uniform sign for all buildings constructed and/or to be constructed by the Lessor in the area of the Leasehold and/or Building, the Lessee must bear the proportionate payment for such sign.
 
The same rules apply to any amount to which the Lessor is liable under this subsection as to the Rent, for all intents and purposes.
 
Without derogating from the foregoing, the Lessor undertakes to cooperate with the Lessee in obtaining the approvals and/or permits required for installation of the signs, including signing any forms and/or confirmations required for this purpose, provided that the Lessor’s said signature does not impose any financial and/or other liability on it. For avoidance of doubt, if the Lessor’s signature is required in order to obtain a permit, the Lessor will provide its consent and signature within 10 business days of receipt of the Lessee’s request at the Lessor’s offices, provided that no financial and/or other obligation is imposed on it. The Lessor shall only refuse the Lessee’s request as set out in this section on reasonable grounds to be specified.
 

20.9
The Lessor may install billboards on the roof and in the yard of the Leasehold for advertising purpose of the Leasehold and/or its tenants in the Building and/or the Project and the Lessee may not object in any manner to placement thereof, provided that such signs do not conceal, block and/or cover the Leasehold windows in any way and do not affect the activity in the Leasehold, and the Lessee waives any claim and/or lawsuit in this regard and may not object to placement thereof.

21.
Provision of shared services and facilities
 

21.1
The Lessor undertakes to maintain the Building (by it and/or the Management Company) at a level of maintenance and cleanliness as is customary in adjacent buildings, throughout the Lease Term and Option Period, as the case may be, including to repair and maintain defects in the public areas and the Building shell.
 



21.2
The Lessee may use the shared facilities only for their intended purpose, and all according to the instructions of the Lessor and/or Management Company.
 

21.3
The Lessee declares and confirms that it was brought to its attention that for maintenance of the Leasehold, other leaseholds in its surroundings and the shared services to all leaseholds, including public areas, such as exterior walls, public restrooms, yard, security rooms and the installations in the Building, the Lessor will provide maintenance and management services directly and/or through subcontractors and/or a service company (hereinafter: “Management Company”).
 
As long as such company has not been appointed or established or as long as such company has not started managing and maintaining the Building, or if such appointment is terminated and a new company has not yet been appointed in its place, the Lessor will serve as the Management Company for the purpose of this Agreement.
 
For the purposes of this chapter: The Main Systems, including the air-conditioning systems, elevators, electrical panels, plumbing, lighting, water, sewage and system drainage, fire extinguishers, emergency generator, smoke detectors, PA system and control systems.
 
It was also brought to the Lessee’s attention that the Lessor may transfer the management of the parking lot to another party, which will be referred to hereinafter as: “Parking Lot Management Company”.
 

21.4
If an external Management Company is appointed, the Lessee undertakes to sign a management agreement with the Lessor and/or the Management Company and a parking lot management agreement with the Lessor and/or the Management Company and/or the Parking Lot Management Company, and to bear all payments for the management services as set out in this section above and below, and the parking services as required under the provisions of the Agreement and the parking lot management agreement.
 
In any event, the Lessee confirms that the provisions of the management agreement, if signed, which will contain all the provisions below and the provisions of the parking lot management agreement, will apply to the Lease relationship under this Agreement, whether the Lessee signs the agreement or not.
 

21.4.1
From the “Lease Commencement Date,” and in accordance with the provisions of section 4.1 above, until the end of the Lease Term, the Lessee undertakes to pay the Lessor and/or Management Company management and maintenance fees to be determined according to the cost of all expenses as defined below plus 15%, according to the Lessee’s proportionate share of the Leasehold in the overall area (hereinafter: “Management and Maintenance Fees”) plus duly required VAT for each square meter of the Leasehold area [as of the date of signing this Agreement, the Management and Maintenance Fees are estimated at NIS 15 per square meter]. For avoidance of doubt, it is clarified that the Management and Maintenance Fees include the proportionate share of the Lessee’s participation in the Lessor’s insurance costs.
 



21.4.2
The Management and Maintenance Fees will include, inter alia, expenses for operating an information desk, cleaning and landscaping services, inspection and repair services for the foregoing systems, electricity and water supply in the public areas, insurance of the public areas including breakdown coverage, and expenses for any other services required at the discretion of the Lessor and/or Management Company.
 

21.4.3
In respect of a specific service to be provided by the Management Company to the Lessee and/or Leasehold, the Lessee will pay additional Management and Maintenance Fees.
 
The Lessor agrees and undertakes to bear its proportionate share in respect of unleased leasable areas.
 

21.4.4
It is agreed that the Management Agreement will include the following obligations:
 

21.4.4.1
The Management Company will keep books and accounts audited by an accountant, which will be open for inspection by the Lessee, if necessary for determination of the Management and Maintenance Fees.
 

21.4.4.2
The Lessee may not offset amounts due to it from the Lessor from amounts it owes the Management Company and may not offset amounts due to it from the Management Company from amounts it owes the Lessor.
 

21.5
Without derogating from the generality of the foregoing, the Lessee’s obligation to pay the Management and Maintenance Fees in accordance with the provisions of this section above is tantamount to the obligation to pay the Rent, and the provisions of the Parking Lot Management Agreement are tantamount to the provisions of this Agreement (if signed), and breach thereof grants the Lessor all remedies set out in this Agreement without prejudice to any remedy granted to the Management Company and/or Parking Lot Management Company under the Parking Lot Management Agreement and/or any law.
 



21.6
If such services are provided by the Management Company and/or Parking Lot Management Company, the word “Lessor” in this section shall mean: the Lessor and/or the Management Company and/or the Parking Lot Management Company.
 

21.7
The Lessee may use the shared facilities in the Leasehold area only for their intended purpose, and all according to the instructions of the Lessor or Management Company.
 

21.8
It is agreed that the Park Management Company and/or the Lessor and/or anyone acting on their behalf may from time to time, at their sole discretion, add more services to the park management services, postpone the commencement date of specific services and/or reduce and/or discontinue them, even if the supply of such service has already commenced, provided that this does not affect reasonable use of the Leasehold.
 

21.9
The Management Company and/or Parking Lot Management Company and/or Park Management Company may from time to time establish procedures and/or instruction regarding the management, maintenance and use of the Building and/or parking lot and/or Park, for all or some leaseholds and/or the common areas, including with regard to entry and exit arrangements, access security, operating hours, intensity of the lighting, operation of the air-conditioning systems, signs, placement of notices, etc., and revise the Rules for Conducting Business (Appendix L, hereinafter: the “Rules”), all on condition that such procedures and/or instructions do not hinder the Lessee in managing its business reasonably, do not contradict the provisions of this Agreement, and comply with the requirements of the safety standards.
 

21.10
The Lessee undertakes to follow all reasonable instructions of the Management Company and/or Parking Lot Management Company and/or Park Management Company in connection with the Leasehold, common areas, Building, parking lot and Project.
 

21.11
The Lessee declares that it has read the Rules and undertakes to comply with all provisions thereof.
 
22.
Air-conditioning payment
 

21.1.
It is hereby agreed and declared that the Management Fee payments set  out in section 20 above exclude payment of electricity for the central air-conditioning system to the Leasehold.
 

21.2.
It is hereby agreed and declared that air conditioning to the Leasehold will be supplied by a central air-conditioning system (chillers) that provides air conditioning to all office floors in the Building.
 



  21.3.
The Lessee hereby undertakes to pay the Lessor the electricity consumption costs for operation of the central air-conditioning system. The Lessee will bear the electricity consumption costs for operation of the central air-conditioning system based on the energy meter measurement, at IEC’s standard low voltage TOU tariff.
 
23.
Taxes, Levies and Mandatory Payments
 

23.1
All types of taxes, rates and taxes, payments, fees and levies (hereinafter jointly:  “Taxes”) whether municipal, governmental or others, imposed or to be imposed in future on or in connection with holding of the Leasehold, or in connection with management of the Lessee’s business in the Leasehold during or in connection with the Lease Term, applicable to the Lessee and/or holder of the Leasehold, including for use of the parking spaces, will apply to and be paid by the Lessee, from the Lease Commencement Date, without derogating from the Lessee’s right to obtain exemption as specified in section 7.5 above.
 
Municipal rates and taxes imposed for holding of the Leasehold will in the event apply to and be paid by the Lessee, even if the law holds that the tax will be paid by the Lessor and/or the Land owner.
 

23.2
The foregoing is not the imposition of an obligation on the Lessee to pay income tax, capital gains tax, land appreciation tax, property tax, building and development levies, etc. applicable to the Lessor.
 

23.3
Any payment by the Lessee to the Lessor under this Agreement will made plus VAT at the rate set by law on the payment date.
 

23.4
The Lessee confirms that it hereby waives obtaining exemption from payment of municipal rates and taxes for an empty property and undertakes not to act to obtain such exemption.
 

23.5
For avoidance of doubt, the Lessee hereby confirms that any depreciation deduction for the Leasehold, as shall be from time to time, will be the Lessor’s exclusive right, except for Finishing Work and Alterations and Additions carried out by the Lessor, and investments and construction by the Lessor in the Leasehold, at its expense, also prior to the Date of Delivery.
 

23.6
The Lessee undertakes to transfer the rates and taxes bills into its name at Rehovot Municipality and any other relevant authority within 7 days after the Date of Delivery, and to send the municipality notice of the change of holder in the wording attached as Appendix J to this Agreement. Such bills will remain in the Lessee’s name throughout the Lease Term and will be transferred back into the name of the Lessor and/or another third party instructed by the Lessor, only after the end of the Lease Term.
 



23.7
If the municipality increases the area of the Building for rates and taxes calculations due to new measurement, etc. (hereinafter:  “Additional Area”), the Additional Area will be divided pro rata between the lessees in the Building. The provisions of this section do not derogate from the Lessee’s right to institute appeal proceedings against the increase in the property area for the purpose of rates and taxes charges.
 
24.
Interest on arrears
 

24.1
Without derogating from the generality of the Lessor’s rights in this Agreement, or by law, if the Lessee defaults on any payment due to the Lessor under this Agreement, not due to an act or omission by the Lessor, the Lessee must pay the Lessor the amount in default plus interest at the maximum customary rate at that time at Israel Discount Bank Ltd., Haifa central branch, into a current drawing account for withdrawals beyond the permitted overdraft (hereinafter: the “Interest”) or Linkage Differentials and legal interest thereon, all at the highest amount and the Lessor’s election, from the date of arrears until the actual payment date. Notwithstanding the foregoing, it is agreed that a cumulative delay of any payments due to the Lessor under this Agreement and its appendices of up to 14 days throughout the Lease Term and up to another 14 days in the Option Period (if exercised), will not require the Lessor to pay Interest, and the Interest will apply from the 15th day of delay until the actual payment date.
 

24.2
The order and manner of recognizing the payments to be made by the Lessee in connection with the provisions of section 24.1 above will be determined by the Lessor, at its sole discretion.
 
25.
Frustration of the Lease:
 
If the Leasehold is materially damaged and reasonable use thereof is not possible, the Lessee may terminate this Agreement and it will be considered canceled immediately upon delivery of the cancellation notice. The Lessor will refund to the Lessee the Rent and/or payments and/or collateral received in advance for the period subsequent to such event, in the amount actually paid plus linkage, and the Lessee shall have no cause for damages against the Lessor, provided that the damage to the Leasehold and/or cancellation of the benefit is due to force majeure and/or an event beyond the Lessor’s control.
 
26.
Liability and insurance
 

26.1
The Lessor and/or Management Company and/or Parking Lot Management Company shall not bear any responsibility or liability for any physical damage and/or loss and/or property damage of any kind (direct or indirect) incurred by the Lessee and/or its employees and/or persons hired by it and/or its agents and/or customers and/or visitors and/or invitees and/or any other person in the Leasehold and/or any property of the Lessee, other than for a malicious or negligent act or omission by the Lessor and/or anyone acting on its behalf that caused such damage, and all without derogating from defense claims, if any, of the Lessor by law.
 



26.2
The Lessee will bear the liability imposed on it for physical injury and/or property damage and/or loss that may be caused to the body and/or property of any person or entity (explicitly including the Lessor and/or Management Company and/or Park Management Company) in respect of use and maintenance of the Leasehold. The Lessee undertakes to indemnify the Lessor and/or the Management Company and/or the Park Management Company for all amounts which the Lessor and/or Management Company were ordered to pay to a third party under a judgment, the performance of which was not delayed, due to a claim in respect of physical injury and/or property damage for which the Lessee is responsible as aforesaid, and in respect of reasonable expenses incurred by the Lessor and/or Management Company for defense against such claim, provided that: (a) the damage was not caused due to an act or omission by the Lessor and/or Management Company and/or Park Management Company; (b) the Lessor and/or Management Company and/or Park Management Company notified the Lessee of filing of the claim shortly after receipt thereof; (c) the Lessor and/or Management Company and/or Park Management Company allowed the Lessee to defend the claim also on its behalf; (d) the Lessor and/or Management Company and/or Park Management Company will notify the Lessor as soon as possible about any demand and/or claim, to allow the Lessee to defend against it and to cooperate with it in such defense.
 

26.3
Without derogating from the responsibility of the Lessee and Lessor under this Agreement and/or by law, the Parties will purchase insurance as set out in the insurance appendices attached to this Agreement as an integral part thereof, marked as Appendix E. 
 
27.
Breach and rescission of the Agreement:
 

27.1
Without derogating from the provisions of any law, each of the following acts or omissions will be considered a material breach of the Agreement by the Lessee:
 

27.1.1
Use of the Leasehold not for the foregoing Purpose of the Lease, if the said breach is not rectified within 14 days of receipt of the Lessor’s written warning to the Lessee.
 

27.1.2
Transfer of the Lessee’s rights in the Leasehold to others in contradiction to the provisions of section 13 above, if the said breach is not rectified within 14 days of receipt of the Lessor’s written warning to the Lessee.
 



27.1.3
Payment default of Rent and/or Management Fees and/or a payment made by the Lessor instead of the Lessee on the due date and/or default of any other payment to be made by the Lessee under this Agreement and/or by law and/or failure to provide and/or renew the Bank Guarantee under the Agreement and/or its appendices, if such breach is not rectified within 14 days of receipt of the Lessor’s written warning to the Lessee.
 

27.1.4
Handing of a receivership or liquidation order, or appointment of a receiver over all or most of the Lessee’s assets, which is not rescinded within 45 days of the date of issue.
 

27.1.5
Non-elimination of a nuisance for which a judicial order for elimination thereof was handed down (the performance of which was not delayed) on the date set in the order.
 

27.1.6
Failure to vacate the Leasehold and/or return possession of the Leasehold on time in the manner and condition specified in section 26 below.
 

27.1.7
Performance of an act in contradiction to the provisions of sections 7-9, 12-14, 16, 15.1, 17, 18, 19.2, 21.3, 23, and 28.1 above, if such breach is not rectified within 7 business days (and if lengthy repairs are required, the Lessee will not be liable for the repairs within 7 business days) from receipt of the Lessor’s written warning to the Lessee.
 

27.1.8
Default of payment for services provided to the Leasehold under the Management Agreement and/or Electricity Agreement, if such breach is not rectified within 14 days of receipt of the Lessor’s written warning to the Lessee.
 

27.2
Without derogating from the provisions of any law, each of the following acts or omissions will be considered a material breach of the Agreement by the Lessor:
 

27.2.1
Inability of the Lessee to make reasonable use of the Leasehold or a material part thereof for a continuous period of 7 days and/or a cumulative period of 30 days in any Lease year due to an act or omission by the Lessor and/or anyone acting on its behalf (including the Management Company).
 

27.2.2
A change in the purpose of the Building by the Lessor, in a manner that infringes on the rights of the Lessee and the purpose for use of the Leasehold.
 



27.2.3
Handing of a receivership or liquidation order, or appointment of a receiver over all or most of the Lessor’s assets, which is not rescinded within 90 days of the date of issue.
 

27.2.4
Non-elimination of a nuisance which the Lessor is responsible for eliminating and for which an order was handed for elimination thereof (the performance of which was not delayed) on the date set in the order.
 

27.3
If any of the Parties commits such fundamental breach and fails to rectify it within 14 days of receipt of written notice by the party in breach, the injured party may cancel this Agreement, which will be considered canceled on the date set in the injured party’s notice.
 

27.4
If the Agreement is lawfully canceled according to its provisions, the Lessee will vacate the Leasehold and return possession thereof to the Lessor, according to the provisions of section 28.1 below, within 30 days of cancellation of this Agreement, and the injured party shall compensate the counterparty for any damage incurred.
 

27.5
The provisions of this section do not derogate from the other rights of any of the Parties under this Agreement or by law.
 

27.6
Any lack of action and/or response and/or non-use of any remedy under this section by any of the Parties will under no circumstances be interpreted as a waiver by it of its rights under the Agreement against an ongoing or other breach by the other party unless any of the Parties waives such rights explicitly in writing.
 
28.
Vacation
 

28.1
The Lessee will vacate the Leasehold at the end of the Lease Term or at the end of the Option Period, if such was granted to the Lessee and exercised, or on any date at which the Lease comes to an end according to this Agreement, and will return it to the Lessor according to the provisions of this Agreement. If the Lessee must vacate the Leasehold according to this Agreement, it must return the Leasehold completely clear of any person or object and in its as is condition on the commencement date of the Lease Term, except for reasonable wear and tear and excluding the Alterations and Additions made in the Leasehold as specified in this Agreement above.
 



28.2
If the Lessee fails to vacate the Leasehold as stated in section 28.1, section 28.3 below and section 27.4 above, not due to an act or omission of the Lessor, the Lessee will pay the Lessor predefined liquidated damages pro rata per day of delay at a rate equivalent to 150% of the Base Rent per month (or Rent in the Option Period, as the case may be) plus Linkage Differentials between the Base Index and the last published Index before actual payment. In addition, the Lessee will pay the Lessor any damage or loss incurred by the Lessor due to the delay in vacating the Leasehold and leasing it to a new lessee by the Lessor. The above provisions shall not derogate from any other remedy available to the Lessors under this Agreement and any law. It is clarified and agreed that such payment in respect of damages or loss will not affect the date of termination of the Lease Term and shall not release the Lessee from its obligation to vacate the Leasehold according to the provisions of the Agreement and the law. It is further clarified that as long as the Lessee fails to vacate the Leasehold in practice, the Lessee will be liable for all payments applicable to it under this Agreement, including Management Fees, electricity payments and all taxes and levies applicable to the Leasehold for the period until the actual vacation date.
 

28.3
Shortly before the vacation date, the Lessee will forward confirmation regarding the integrity of the sprinkler system, smoke detectors and emergency lighting, confirmation of the Fire Department, and confirmation from a certified electrician regarding all other relevant systems in the Leasehold to the Lessor. Furthermore, the Lessee will forward the final plans of the Leasehold in PDF and AutoCAD format to the Lessor.
 
29.
Contract and legal expenses
 
Each party will bear their costs in respect of preparation of this Agreement, including their attorneys’ fees.
 
30.
Amendment of the Agreement
 
Any change and/or amendment to this Agreement will be made only in an explicit written document signed by the Parties to this Agreement.
 
31.
Deviation
 
The consent of a party to this Agreement to deviate from its terms in a specific case or a series of cases shall not constitute a precedent and shall not by analogy apply to the same case or any other case in the future.
 
32.
Notices and Warnings
 

32.1
Any notice and warning sent by one party to the other in connection with this Agreement will be sent in one of the following ways: (a) By registered mail, or hand delivery according to the addresses of the Parties set out in the preamble to this Agreement (when the Lessee’s address in the Lease Term and Option Period, if exercised, will be the address of the Leasehold) (or any other address notified in writing) and such notice or warning will be deemed to have been delivered to the addressee upon actual delivery if delivered by hand and 72 hours after mailing if sent by Israel Post, when the postage is fully paid in advance; or (b) by email, provided that delivery is confirmed by telephone shortly after sending the notice, and such notice will be deemed to have been delivered on the date of receipt of the telephone confirmation.
 



32.2
The addresses of the Parties are as set out in the preamble of this Agreement.
 
33.
Additional measures
 
The Parties shall take any additional measures (including signing of additional documents) required for execution of this Agreement literally and in keeping with its spirit.
 
34.
General
 

34.1
The Lessee hereby waives any right of offset and/or claim of offset against the Lessor and/or Management Company and/or Park Management Company in connection with the amounts due to it, if any, from the Lessor and/or Management Company and/or Park Management Company under this Agreement and the Management Agreement.
 

34.2
The Lessee hereby declares that it waives the right to the remedy of an ex parte interim injunction against the Lessor and/or the Management Company and/or the Park Management Company with respect to vacation of the Leasehold at the end of the Lease Term and/or Option Period and/or upon cancellation of the Agreement and/or exercise of the collateral by the Lessor and/or leasing of the Leasehold to an alternative Lessee and/or with respect to any action which they may take in accordance with this Agreement.
 

34.3
Any waiver, neglect, disregard or failure to take legal action or delay in use of rights by one party in a specific case shall under no circumstances be considered a waiver, consent or admission by it, and any party may at any time use any of its rights under this Agreement, or by law, at any time its deems necessary, notwithstanding previous waivers, concessions, or neglects. The Lessee undertakes to refrain from registering a caveat on the Land in respect of its rights under this Agreement in the registers of the Land Administration Authority and/or Land Registration Office and/or any other public register, notwithstanding the provisions of any law, and that it is aware that registration of a caveat as aforesaid constitutes a fundamental breach of this contract, and in the event of registration of such a caveat, it will be required to compensate the Lessor for any damage incurred as a result of such registration.
 

34.4
For the purposes of this Lease, all its appendices and all that derives therefrom, including claims in respect of a breach thereof, both Parties determined the competent court at Tel Aviv and no other court as the sole and exclusive jurisdiction.
 



34.5
Drafts and documents exchanged between the Parties during the negations prior to signing this Agreement shall not be used for interpretation purposes of this Agreement, and the intention of the Parties regarding the Agreement cannot be learned from them.
 

34.6
It was agreed between the Parties that should an area of 1,000 meters on the fourth floor (presently leased to Nova Ltd.) become vacant during the Lease Term, the Lessor will first offer the Lessee the option of leasing such space. The terms and agreements between the Parties regarding leasing of such space will be discussed in a separate addendum and will be based mainly on this Agreement.
 
And in witness of all of the foregoing, the Parties hereto set their hand:
 
/s/ Gav Yam Lands Corp.
Gav Yam Lands Corp. Ltd.
 
/s/ Omri Schanin  /s/ Guy Hefer
MeaTech 3D Ltd.
C.N. 520041955
The Lessor
 
The Lessee
 

 
 

 

Exhibit 4.4

SERVICES AND COLLABORATION AGREEMENT
 
This Services and Collaboration Agreement (the “Agreement”) is entered on this 6th day of October, 2021 by and between MeaTech 3D Ltd. a company organized under the laws of the State of Israel (the “Company”) with its principal address at 18 Einstein St., Ness Ziona 7414001, Israel, and BlueOcean Sustainability Fund, LLC, a limited liability company organized under the laws of the State of Delaware (“BlueOcean” aka "BlueSoundWaves") with its principal address at 420 West End Avenue, NY, NY USA.
 

(A)
Whereas, BlueOcean promotes and engages in the area of sustainability innovation with focus on commercialization in the U.S. market. BlueOcean was formed and is led by partners including Ashton Kutcher, Guy Oseary, Effie Epstein, and others (the “BlueOcean Partners”), supported by its U.S.-based professional team which it represents has strong relationships with major industry leading partners and investors. Prior to the execution of this Agreement, BlueOcean has provided the Company with detailed information on the equity ownership of BlueOcean; and
 

(B)
Whereas, BlueOcean wishes to promote companies and technologies in the field of sustainability, help them build their product and “go-to market” strategies, market awareness and introduce and help them engage with strategic major international partners and investors, using BlueOcean’s connections and team of professionals; and
 

(C)
Whereas, Company develops and owns proprietary know-how and technology for industrial cultivated meat production using integrated 3D bio-printing technology (“Company Business”), thereby developing an alternative to industrialized farming to help alleviate environmental, efficacy and security issues surrounding conventional animal husbandry; and
 

(D)
Whereas, Company wishes to take advantage of BlueOcean’s team’s experience and capabilities in the US with connections to major international partners, investors and market impact ; and
 

(E)
Whereas, this Agreement is entered into in reliance upon the mutual representations and declarations provided herein,
 
NOW THEREFORE, the parties agree as follows:
 
 
1.
Marketing and Promotional Efforts
 

1.1
BlueOcean shall use its commercially reasonable best efforts to build brand awareness and a positive reputation for the Company and its technologies or products in the U.S., including by creating networking for the Company and by explicit association of the Company with BlueOcean and its partners.
 

1.2
Company shall be entitled to associate itself with BlueOcean, including in its marketing and promotional materials, web site and more (Company will provide such for prior review and approval by BlueOcean, which shall not be unreasonably withheld). Concurrently with the execution of this Agreement, the Company shall issue a press release substantially in the form of Exhibit A attached hereto. Whenever the Company will wish to refer to or mention BlueOcean the Company will use only the name BlueSoundWaves which is the brand under which BlueOcean operates.
 

1.3
In addition, the parties shall collaborate on identifying opportunities to increase the exposure and build the reputation of the Company in the U.S., and BlueOcean shall collaborate with the Company and provide assistance in consummating such opportunities. The BlueOcean team, shall promote brand awareness and a positive reputation for the Company and its technologies or products in the U.S. including on appropriate social media, at such times and intervals as the team deems appropriate,  using the BlueOcean relevant partners’ names and affiliations.
 



1.4
Company shall provide all required promotional materials as may be required and reasonably requested by BlueOcean.
 

1.5
All such activities shall be done in coordination with the Company and in accordance with plans to be mutually agreed in advance and shall require the Company’s cooperation.
 
2.
Consulting Services
 

2.1.
Per the request of the Company, from time to time, BlueOcean shall provide the Company consulting services on business strategy, business development, go-to market and market penetration. The services are expected to be performed outside Israel.
 

2.2.
It is acknowledged and agreed by the Company that in order for the BlueOcean to be successful in providing the Services it deems it of high importance for the Company to cooperate with the BlueOcean consulting services, so that a successful brand awareness and product strategy will be successful by the BlueOcean team.
 
3.
Engagement as Locating Partners and Investors
 

3.1.
During the Term (as defined below), BlueOcean shall (i) approach with prior coordination with and request of the Company potential global strategic partners/customers; (ii) actively arrange and assist in meetings between the Company and such potential strategic partners/customers, as shall be requested by Company from time to time; and (iii) at the Company’s request, actively assist Company in promoting the negotiations between Company and any of the potential partners/customers, including by participating in meetings with such potential partners/customers.
 

3.2.
During the Term, BlueOcean shall (i) approach with prior coordination with and request of the Company potential investors; (ii) actively arrange and assist in meetings between Company and such potential investors, as shall be requested by Company from time to time; and (iii) at the Company’s request, actively assist the Company in promoting the negotiations between Company and any of the potential investors, including by participating in meetings with such potential investors.
 
The services set out in Sections 1-3 above shall be referred to collectively as the “Services”. Further details on BlueOcean’s area of activities and services are set forth in Exhibit B attached hereto.
 
4.
Representations, Warranties and Covenants
 

4.1.
BlueOcean represents and warrants that it is free to provide the Company with the Services, and there are no legal, commercial or contractual restrictions preventing BlueOcean from fully performing all duties under this Agreement. BlueOcean undertakes that the Services shall be performed by on behalf of BlueOcean by the BlueOcean Partners including Ashton Kutcher, Guy Oseary, and Effie Epstein and the other BlueOcean Partners, as appropriate, and by such other officers, directors, employees, and representatives of BlueOcean as shall be approved in advance by the Company (collectively, the “Representatives”). BlueOcean shall not have any other person or entity perform any of the Services, except with the prior written consent of the Company. BlueOcean is and shall remain solely liable for the actions, conduct and omission of its Representatives performing the Services.
 

4.2.
BlueOcean undertakes to, and shall ensure that its Representatives will, perform all duties and obligations under this Agreement with the highest degree of professionalism and will ensure the use of all professional knowledge, experience and skills in providing the Services in accordance with the terms of this Agreement.
 
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4.3.
BlueOcean will notify the Company immediately if anything occurs or comes to the attention of BlueOcean or any of its Representatives which would or might prevent it or its Representatives from providing the Services at the level required by the Company. If BlueOcean discovers, that BlueOcean or any of its Representatives has a conflict of interest arising out of or in connection with the Services, BlueOcean will immediately notify the Company of such conflict.
 

4.4.
BlueOcean undertakes not to make any representation or provide any warranty on behalf of the Company or use any marketing materials not supplied by Company or pre-approved by Company.
 
5.
Consideration
 

5.1.
In consideration for the provision by BlueOcean of the Services, and subject to the fulfillment of BlueOcean’s obligations under this Agreement, during the Term, BlueOcean shall be entitled to the Consideration set out in Exhibit C attached hereto, subject to the conditions and terms set out therein.
 

5.2.
The Company shall reimburse BlueOcean for documented, reasonable out of pocket expenses incurred during its performance of the Services, provided said expenses have been approved by the Company in advance and in writing, all subject to any Company policies as may be in force from time to time, and against the provision of proper receipts.
 

5.3.
Other than the payment of the consideration as set out in Section 5.1 above  and reimbursement of expenses in accordance with this Agreement, BlueOcean and its Representatives shall not be entitled to any further compensation or reimbursement of expenses in connection with the Services or the discharge of BlueOcean’s responsibilities hereunder.
 

5.4.
All payments under this Agreement include all taxes, duties, levies, deductions or similar governmental charges (collectively, “Taxes”). BlueOcean shall pay and shall be responsible for payment of all Taxes associated with payment received by it for the Services.
 

5.5.
BlueOcean represents and warrants that (i) it has reviewed the public filings by the Company and has had the opportunity to discuss the Company’s business, management, and financial affairs with the Company’s management, (ii) it is acquiring the securities of the Company issuable pursuant to Exhibit C for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that BlueOcean has no present intention of selling or transferring such securities, (iii) it is aware that the Options and RSs (as defined in Exhibit C) are not transferable, except to partners of BlueOcean who provide the same representations and warranties to the Company as are contained in this Section 5.5 and who undertake not to further transfer the Options and RSs, and (iv) it is aware that the such securities have not been and, except as provided below, will not be registered under the United States Securities Act of 1933, as amended; that such securities may be legended; and that such securities may not be resold or transferred except pursuant to registration or an exemption therefrom. Should the Company, in its sole discretion, elect to file a registration statement of a type which could include the registration for resale of the shares underlying the Options and RSs, it will do so if permitted by the regulatory authority and subject to customary cutbacks. Rule 144. The Company covenants that it shall use commercially reasonable efforts to (i) remain a "reporting issuer" within the meaning of  Rule 144(c)(1) under the US Securities Act of 1933 and (ii) take such further action as the holders of the shares underlying the Options and RSs may reasonably request, all to the extent required from time to time to enable such holders to sell  the shares underlying the Options and RSs without registration under the US Securities Act of 1933 within the limitation of the exemptions provided by Rule 144 under the US Securities Act of 1933, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. 
 
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6.
Status of Parties
 

6.1.
The relationship between BlueOcean and the Company is one of principal and independent contractor. BlueOcean will perform all actions legally required to establish and maintain its status as an independent contractor with an independent business. The parties expressly declare that no employment relationship exists between the Company and BlueOcean or any of its Representatives.
 

6.2.
BlueOcean undertakes to comply with all of its employment obligations in respect of its Representatives under any law, agreement or any other binding source. Without derogating from the foregoing, BlueOcean undertakes to pay on a timely basis all amounts it is obliged to pay to its Representatives, pursuant to applicable law or agreement.
 
7.
Term and Termination
 

7.1.
The term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement (the “Term”). Either party may terminate this Agreement without cause upon 60 days’ prior written notice, provided that the Company may not give such notice earlier than 12 months after the Effective Date, and BlueOcean may not give such notice earlier than 12 months after the Effective Date.
 

7.2.
Either party may terminate this Agreement immediately (Termination for Cause) if the other party or any of its representatives commits a material breach of this Agreement, and fails to cure such breach within 30 days from receipt of notice of such breach from the other party. For the avoidance  of doubt, BlueOcean shall in no event be in material breach of its obligations to provide the Services during the first year of the term and the Company shall not claim such breach, if it has (a) met with the Company a number of times, reasonable under the circumstances, to discuss the ways to promote the Company’s brand awareness, (b) publicly mentioned or agreed that the Company will publicly mention the affiliation of the Company with BlueOcean and the requested Representative, and (c) met with the Company to jointly determine potential strategic investors and partners that the Company may want to be introduced to, and made reasonable efforts to introduce the Company to such (it being clarified that there is no guarantee that BlueOcean will be successful in making such introductions or have the connection to do so and such failure or lack of connection shall not be deemed a breach) . The foregoing is without prejudice to any relief available to either party by law or otherwise under this Agreement.
 

7.3.
Upon termination of this Agreement for any reason, BlueOcean shall, and shall ensure that its Representatives shall, immediately return to the Company all data, materials and Confidential Information (as defined below), assets and any and all copies thereof, in whatever form, that had been furnished to BlueOcean, prepared by BlueOcean or its Representatives or came to their possession, in the course of their performance of this Agreement or in connection with the Services, and shall not retain or make copies thereof in whatever form. BlueOcean and its Representatives shall neither have nor retain any proprietary interest in such Confidential Information and assets.
 
8.
Proprietary Rights
 

8.1.
All intellectual property rights of any and all kind, and rights and interest analogous to any of the foregoing, pertaining to the Company technologies and products, Company’s materials and information and any other information or data disclosed, created (separately or jointly) by either party as part of the Services and pertaining to Company or its technologies and products, the Company’s business endeavors or operation and all marketing materials are and shall be owned exclusively by the Company.
 

8.2.
The parties agree that no intellectual property rights other than works of authorship are or are anticipated to be created during the Term of the Agreement and the Services.
 

8.3.
All rights and good will associated with any of the Company’s trademarks or service marks, whether registered or not, are and shall inure to the benefit of the Company. BlueOcean shall not use or otherwise take advantage or claim any right in the Company’s trademarks, service marks or goodwill associated with any of them or with the Company’s technologies or products.
 

8.4.
BlueOcean shall use the Company trademarks and services marks solely as permitted and instructed by the Company and shall cease such use immediately upon first request.
 
9.
Confidentiality
 

9.1.
BlueOcean agrees that all the Company information, whether in oral form, visual form or in writing, including but not limited to, all specifications, prototypes, materials and any and all data, processes and projections, plans, marketing information, business plans, pricing, customers and customer information, materials, financial statements, memoranda, analyses, notes, legal documents, and other data and information, as well as test results, know-how, improvements, inventions, techniques, patents (whether pending or duly registered) and any know-how related thereto, relating to the Company and its affiliates and the Company’s intellectual property rights and trade secrets, will be considered and referred to collectively as “Confidential Information.”
 

9.2.
BlueOcean undertakes that it shall not use Confidential Information for its own, or any third party’s, benefit; BlueOcean further agrees to accept and use Confidential Information solely for the purpose of providing the Services for the benefit of Company. BlueOcean shall keep in confidence and trust all Confidential Information and shall not, directly or indirectly, disclose, publish, or disseminate Confidential Information to any third party or allow the same to occur without prior approval of the Company. BlueOcean shall exercise the highest degree of care in safeguarding any Confidential Information in its possession or that may be furnished to BlueOcean against loss, theft or other inadvertent disclosure or dissemination of Confidential Information.
 

9.3.
BlueOcean acknowledges that the Company’s securities are publicly traded in the U.S., that the Company is subject to disclosure obligations under the U.S. securities laws and that the Company may be required to make public disclosure of the terms of this Agreement and publicly file this Agreement as a material agreement.
 
10.
Non-Competition
 

10.1.
During the term of this Agreement and for a period of six (6) months following its termination, unless otherwise pre-approved in writing by the Company, BlueOcean shall not be engaged with or interested in, or provide services to a business, anywhere in the world, which competes with, the Company in connection with Company’s Business (as defined in the recitals above).
 

10.2.
BlueOcean acknowledges that its obligations under Section 10.1 are reasonable in scope and duration, in light of the knowledge it is expected to gain with regard to the Company’s business and Confidential Information.
 
11.
Limitation of Liability
 

11.1.
To the maximum extent permitted by law, neither party and its affiliates shall be liable pursuant to this Agreement for any special, incidental, punitive or consequential damages, or any lost profits, loss of use, loss of data or loss of goodwill, whether such liability arises from any claim based upon breach of contract, breach of warranty, tort, or any other cause of action or theory of liability. In no event will BlueOcean’s and its affiliates total cumulative liability under or arising out of this Agreement exceed US$100,000.
 
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12.
General
 

12.1.
BlueOcean shall not assign any of its rights and obligations hereunder without the prior written consent of the Company, and any attempt to do so shall be null and void.
 

12.2.
No behavior by either party hereto shall be deemed to constitute a waiver of any rights according to this Agreement, a waiver of or consent to any breach or default in respect of any of the terms hereof, or a change, invalidation or addition to any term, unless expressly made in writing.
 

12.3.
This Agreement is governed by and construed exclusively in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”) including, if appropriate, the International Commercial Arbitration Supplementary Procedures. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules. The seat or place of arbitration shall be New York, New York, USA. The arbitration shall be conducted and the award shall be rendered in the English language. The award rendered by the arbitrator shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction.
 

12.4.
If any term, section or provision of this Agreement is construed to be or adjudged invalid, void or unenforceable, such term, section or provision will be modified or severed in such manner as to cause this Agreement to be valid and enforceable while preserving to the maximum extent possible the terms, conditions and benefits of this Agreement as negotiated by the parties, and the remaining terms, sections and provisions will remain in full force and effect.
 

12.5.
This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter contained herein, and supersedes all prior discussions, agreements, representations and understandings in this regard. This Agreement shall not be modified except by an instrument in writing signed by both parties.
 

12.6.
Provisions intended to survive the termination of this Agreement shall so survive without limitation of time.
 

12.7.
Each notice or demand given by one party to the other pursuant to this Agreement shall be given in writing and shall be sent by  recognized overnight courier to the other party at the address shown at the beginning of this Agreement (unless another address has been notified in accordance with this Section), sent by e-mail or delivered by hand. Any such notice or demand shall be deemed given at the expiration of three days from the date of deposit with a recognized overnight courier, one business day after the time such e-mail was sent (provided no electronic notification of failure to deliver was received), or immediately if delivered by hand (against a signature of acceptance).
 
[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the above date.
 
/s/ Omri Schanin   /s/ Sharon Fima

 
/s/ Effie Epstein
MeaTech 3D Ltd.
 
By: Omri Schanin   Sharon Fima
Title: Deputy CEO     CEO
 
BlueOcean Sustainability Fund, LLC
 
By: Effie Epstein
Title: Managing Director

- 6 -

Exhibit A
 
Press Release
 
Ashton Kutcher and Guy Oseary Partner with Cultivated Meat Leader MeaTech

Ness Ziona, Israel, October __, 2021 - A collective led by Ashton Kutcher and Guy Oseary, together with leading strategic players such as Effie Epstein, announced today it is partnering with cultivated meat leader MeaTech 3D Ltd. (Nasdaq: MITC) to accelerate MeaTech’s growth in developing and commercializing MeaTech’s proprietary cultured meat production technologies.
 
MeaTech is developing a sustainable alternative to industrialized animal farming by developing its proprietary cultured meat production processes based on advanced 3D bioprinting and tissue engineering technologies. MeaTech aims to be a leader of cultivated meat production for a variety of species offerings.
 
"We are delighted to partner with MeaTech and assist it in its journey to become the market leader in cultured meat production,” said Ashton Kutcher. “We are excited about MeaTech’s innovative technologies, which we believe position MeaTech to be the leader in industrial scale production of cultured meat, a key for a more sustainable and clean meat production. We intend to work closely with MeaTech’s management to help MeaTech implement its strategy and achieve its goals and global success by leveraging our marketing, strategic expertise, and network. The engagement with MeaTech is in line with our group’s mission to provide sustainable solutions through company building, investment, and acceleration of companies and technologies across various sustainability domains.
 
Sharon Fima, CEO of MeaTech, said, “We are extremely excited to announce our strategic collaboration with such an entrepreneurial, visionary group. We believe this engagement will help accelerate our journey in becoming the global leader in the cultivated meat industry. We will leverage their expertise and relationships with key industry players to help us propel our strategy, go-to-market activities and brand.”
 
For more information, please visit https://meatech3d.com/.
 
About MeaTech
 
MeaTech 3D is an international company at the forefront of the cultured meat revolution, listed on the Nasdaq Capital Market under the ticker “MITC”. The company initiated activities in 2019 and is headquartered in Ness Ziona, Israel, with a subsidiary in Antwerp, Belgium. The company believes cultured meat technologies hold significant potential to improve meat production, simplify the meat supply chain, and offer consumers a range of new product offerings.
 
MeaTech has a particular focus on developing premium, center-of-plate meat products, such as structured marbled steaks. This includes development of high throughput bioprinting systems. Towards this goal the company is developing a suite of advanced manufacturing technologies to produce cell-based alternative protein products. This includes development of cell lines for beef, pork, and chicken.
 
For more information, please visit https://meatech3d.com/.
 
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Exhibit B
 
Additional Details Regarding the Services
 
According to BlueOcean’s partnership and management agreement, BlueOcean will engage with the support of its partners in the following activities including for the benefit of its portfolio companies:
 

Providing the market intelligence on the solutions, products, and technologies in demand by major US companies (Fortune 500 and more);
 

Locating strategic major US partners;
 

Assist in defining and creating the marketing, branding and go to market strategy leveraging the partners’ brand and reputation;
 

Exposing the portfolio companies to the US market and help create their reputation;
 

Assist in locating investors and obtaining financing for the portfolio companies, and creating strategic investors relationship;
 

Recruiting the key talent and executives to support the portfolio companies’ activities; and
 

Providing the portfolio companies with management assistance and helping them define their strategy and roadmap.
 

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Exhibit C
 
Consideration
 
The Company shall allocate options and restricted shares to BlueOcean in consideration for its performance of the Services, as follows:
 
(A) Options to purchase such number of the Company’s ordinary shares as are equal to 5% of the Company’s issued, undiluted and outstanding share capital on the date hereof (the “Options”), and (B) such number of the Company’s Restricted Shares (“RSs”) equal to 1% of the Company’s issued, undiluted and outstanding share capital on the date hereof.
 
The exercise price of the Options for each ordinary share of the Company shall be the higher of:
 

(a)
the “Allocation Date PPS”, which shall be the closing price of one ADS of the Company on the Nasdaq Capital Market on the trading day prior to the date hereof,  divided by the number of ordinary shares of the Company represented by such ADS on such date, and
 

(b)
the “Exercise Date PPS”, which shall be the closing price of one ordinary share of the Company (if represented by ADSs, then one Company ADS divided by the number of ordinary shares of the Company represented by such ADS on the date of exercise) on the trading day prior to the date of exercise of the Options, less the following discount:
 

i.
25% - if the Exercise Date PPS is not more than two (2) times the Allocation Date PPS;
 

ii.
35% - if the Exercise Date PPS is more than two (2) times the Allocation Date PPS but not more than three (3) times the Allocation Date PPS;
 

iii.
50% - if the Exercise Date PPS is more than three (3) times but not more than four (4) times the Allocation Date PPS; and
 

iv.
75% - if the Exercise Date PPS is more than four (4) times the Allocation Date PPS.
 
The Options and RSs shall vest over a three-year period, as follows: (a) one third of the Options and RSs shall vest on the first anniversary of the date of this Agreement, and (b) the remaining two-thirds of the Options and RSs shall vest on a quarterly basis over the subsequent eight quarters or until fully vested (the “Scheduled Vesting”). However, the Scheduled Vesting will terminate (solely with respect to the vesting under (b) above and not with respect to vesting of one third of the Options and RS under (a) above) as of the effective date of termination of this Agreement following notice of termination provided by either party pursuant to the terms of this Agreement.
 
A number of Options shall immediately vest and become exercisable, and a number of RSs shall immediately vest, on the occurrence of any of the Acceleration Events specified below, subject to the acceleration terms set forth below.
 
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Acceleration Events:
 
Upon the occurrence of any of the following vesting acceleration events, if the Agreement is still in effect, or less than one year has passed since it has been terminated, the Options and RSs shall automatically and immediately vest to the extent specified below:
 
Acceleration Event
 
Resulting Acceleration
1.    The closing price per ordinary share (or price per ordinary share reflected by the closing price of the Company’s ADSs) during any 21 trading days in a period of 50 trading days is above $2.06 (reflecting a price per ADS of $20.60 on the date hereof)
 
 
30% of the then-unvested Options and RSs shall become immediately vested, and the remaining Options and RS shall continue to vest in accordance with the original vesting schedule.
 
2.    The closing price per ordinary share (or price per ordinary share reflected by the closing price of the Company’s ADSs) during any 21 trading days in a period of 50 trading days, is higher than $3.09 (reflecting a price per ADS of $30.90 on the date hereof).
 
 
30% of the then-unvested Options and RSs shall become immediately vested, and the remaining Options and RS shall continue to vest in accordance with the original vesting schedule.
 
3.   (a) Investors introduced by BlueOcean (including BlueOcean itself or its affiliates, partners or associates (including through exercise of options)) invest in the aggregate at least $15 million, or (b) a strategic partnership is concluded with a partner introduced by BlueOcean.
 
 
40% of the then-unvested Options and RSs shall become immediately vested, and the remaining Options and RS shall continue to vest in accordance with the original vesting schedule.

Upon the occurrence of the following vesting acceleration event, if the Agreement is still in effect, the Options and RSs shall automatically and immediately vest to the extent specified below:
 
Acceleration Event
 
Resulting Acceleration
4.    The Company consummates any of the following transactions: (a) the purchase by a third party or parties of all or a majority of the outstanding shares of the Company, (b) the purchase by a third party or parties of all or substantially all of the assets of the Company, or (c) the merger of the Company with a third party where as a result of the merger the shareholders of the Company immediately prior to the merger hold 50% or less of the shares of the merged entity immediately following the merger.
 
100% of the then-unvested Options and RSs shall become immediately vested.

 
Expiration:
 
Any vested Options shall expire to the extent not exercised by the earlier to occur of the tenth (10th) anniversary of the Allocation Date and the second (2nd) anniversary of the termination of this Agreement.
 
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Exhibit 4.5

PERSONAL EMPLOYMENT AGREEMENT
 
THIS AGREEMENT (“Agreement”) is executed on March 15th, 2022 by and between MeaTech 3D Ltd. (Registration Number520041955 ) , an Israeli corporation whose principal place of business is 5 David Fikes St., Rehovot 7632805, Israel (“Company”), and Arik Kaufman Israeli ID 037336807, (“Employee”).
 
WHEREAS Company wishes to employ Employee, and Employee agrees to be employed by Company subject to and in accordance with the terms and conditions hereinafter set forth; and
 
NOW, THEREFORE, in consideration of the mutual premises, covenants and undertakings contained herein, the parties hereto have hereby agreed as follows:
 
1.
Representations and Warranties
 
Employee represents and warrants to Company that he/she is free to be employed by the Company pursuant to the terms contained in this Agreement and there are no contracts, hindrances and/or restrictive covenants preventing full performance of the Employee’s duties and obligations hereunder.
 
2.
Term
 
Employee’s employment with Company shall commence as of January 24, 2021 (the “Commencement Date”) and shall continue until terminated in accordance with the provisions of Section 9 hereof (the “Term”).
 
3.
Position; Scope
 

3.1.
Company hereby agrees to employ Employee and Employee hereby agrees to be employed by Company in the position of CEO (the “Position”).
 

3.2.
The scope of employment of Employee shall be 90% of full-time employment.
 

3.3.
During Employee’s employment with Company, Employee shall have the authority, functions, duties and responsibilities, as from time to time may be stipulated by the Board of Directors or any other person designated from time to time by Company (“Direct Manager”), and shall report thereto.
 

3.4.
The Company's standard working days and hours are 5 days per week between Sunday and Thursday, four days of 9 gross hours (including lunch and rest breaks) per day and one shortened day of 8 gross hours including breaks. The regular weekly rest day is Saturday. The working hours of the Employee shall be as required by the nature of the Employee’s position in the Company, including during overtime hours if required in order to fulfill the Employee's obligations according to this Agreement.
 

3.5.
The Employee undertakes to report to the Company the actual working hours that will be performed by the Employee each month on a daily basis, in accordance with the applicable law.
 
4.
Employee’s Duties
 
Employee affirms and undertakes:
 

4.1.
To devote his/her entire working time, know-how, energy, expertise, talent, experience and best efforts to the business and affairs of the Company and to the performance of his/her duties with Company.
 

4.2.
To perform and discharge well and faithfully, with devotion, honesty and fidelity, his/her obligations pursuant to his/her Position and to carry out those functions, duties and responsibilities as shall be stipulated from time to time by the Direct Manager.
 

4.3.
To comply with all Company’s disciplinary regulations, work rules, policies, procedures and objectives, as may be determined by Company from time to time.
 

4.4.
Not to receive, at all times, whether during the Term and/or at any time thereafter, directly or indirectly, any payment, benefit and/or other consideration, from any third party in connection with his/her employment with Company, without the Company’s prior written authorization. In the event the Employee breaches this Sub-section, without derogating from any of the Company’s right by law or contract, such benefit or payment shall become the sole property of the Company and the Company may set-of such amount from any sums due to the Employee.
 



4.5.
To immediately and without delay inform the Direct Manager of any affairs and/or matters that might constitute a conflict of interest with Employee’s Position and/or employment with Company.
 

4.6.
Not to assume employment obligations unrelated to the Company (and/or any subsidiary and/or parent company of Company) and/or be retained as a consultant or advisor or contractor (whether or not compensated therefore) by or to any other business or entity other than with the prior written approval of Company and in accordance with the terms and conditions of such approval.
 

4.7.
Not to use any trade secrets or proprietary information in such a manner that may breach any confidentiality and/or other obligation Employee may have undertaken relating to any former employer(s) and/or any third party.
 

4.8.
The Employee acknowledges and agrees of his/her own free will that personal information related to him/her and the Employee's terms of employment at the Company, as shall be received and held by the Company will be held and managed by the Company, and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The information will be collected, retained, used, and transferred for legitimate business purposes and to the reasonable and necessary scope only, including: human resources management, business management and customer relations, assessment of potential transactions (including mergers and IPO) and relating to such transactions, compliance with law and other requests and requirements from government authorities and audit, compliance checks and internal investigations.
 
5.
Compensation
 

5.1.
Subject to and in consideration of Employee’s fulfillment of his/her obligations in pursuance of this Agreement, Company shall pay Employee a base monthly gross salary of 37,600 NIS (the “Base Salary”).
 

5.2.
Since Employee may be required to work outside of regular working hours and outside of regular working days, the Company agrees to pay to Employee during the term of this Agreement a gross payment of 9,400 NIS per month (the “Overtime Payment”) on account of an average of 36 overtime hours and/or working through irregular days and hours per month (the “Quota”). The Base Salary and the Overtime Payment together shall constitute the “Salary” for purposes of this Agreement. In this respect, it is clarified that the Company does not wish that the Employee shall perform work on irregular days and hours, including overtime, beyond the Quota. The Employee acknowledges and agrees that unless he obtains his/her supervisor's prior written approval, the Employee shall not work more than said Quota. The Employee shall not be entitled to any additional compensation with respect to unauthorized work hours that exceed the monthly working hours mentioned above.
 

5.3.
The Salary and social benefits, as set forth below, includes any and all payments, which the Employee is entitled to receive from the Company under any applicable law, regulation, or agreement. The Salary shall be payable by no later than the ninth (9th) day of the consecutive calendar month following the calendar month of employment to which the payment relates. Any payment or benefit under this Agreement (including any bonuses or the like), other than the Salary, shall not be considered as a salary for any purpose whatsoever, and the Employee shall not maintain or claim otherwise.
 

5.4.
Israeli income tax and other applicable withholdings with respect to the Salary shall be deducted from the Salary by the Company at source. The Salary shall serve as the basis for deductions and contributions to Pension Scheme and study fund (keren hishtalmut) pursuant to Section 7 and for the calculation of all social benefits.
 

5.5.
If the Company notifies Employee of intention to terminate this Agreement (not Termination for Cause, as defined herein) three months or more following the Commencement Date, it shall pay Employee severance pay equal to three Salaries if notice was provided up to one year from the Commencement Date, or six Salaries thereafter. If Employee notifies the Company of his intention to terminate this Agreement three months of more following the Commencement Date, the Company shall pay Employee severance pay equal to one and one half Salaries if notice was provided up to one year from the Commencement Date, or three Salaries thereafter.
 
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5.6.
Annual Bonus
 
Employee shall be eligible for an annual bonus of up to six (6) Salaries subject to his achievement of milestones as determined by the Company’s Board of Directors and in accordance with the Company’s Compensation Policy.
 
In case of termination of employment prior to year ended, either due to resignation or dismissal (other than Termination for Cause, as defined herein), the Employee may be entitled to a partial annual bonus with respect to the period the Executive actually worked through such relevant year all in accordance with the Compensation Policy, as determined by the Company’s Board of Directors.
 
For avoidance of any doubt, the annual bonus shall not be deemed as part of the Salary for any purpose and intent, including not for pension scheme and severance pay.

6.
Employee Stock Option Plan
 

6.1.
Without derogating from and in addition to the Salary set forth in Section 5 above, the Company will grant the Employee options (the “Options”) to purchase 500,000 ordinary shares of the Company. The Options shall be granted pursuant to the MeaTech 3D Employee Stock Option Plan (the “Plan”).
 
The terms of the Options, including the exercise price, shall be as provided for in an option agreement, in the form as shall be approved by the Company's board of directors, to be executed by the Company and the Employee. Employee undertakes to execute any and all documents as may be reasonably required by the Company in connection with the Options as a prerequisite to the grant of the Options.
 
7.
Social benefits
 

7.1.
Pension Scheme
 
The Company encourages the Employee to tailor a pension scheme, a Managers' Insurance Policy (the "Policy") and/or Pension Fund (the "Pension Fund") and/or alike, or a combination of plans that best suit the Employee's anticipated future needs (the “Pension Scheme”). Therefore, the Employee shall be entitled to a pension arrangement in accordance with his/her choice (the contributions shall commence following completion of three months of the Employee’s employment at the Company with retroactive effect as of the Commencement Date). For the avoidance of doubt, in the event the Employee elects to combine plans, the contributions percentages will relate to such portion of Salary (including the Overtime Payment) that the Employee has allocated towards each benefit plan as follows:
 

7.1.1.
The contributions by Company shall be as follows: 8.33% of the Salary towards severance pay (the “Severance Contribution”) and 6.5% of the Salary towards pension component at the Pension Scheme. In addition, in case of a Policy (i.e. Managers' Insurance Policy), such pension allocations shall include a contribution for work disability insurance, in an amount required to insure 75% of the Salary, with pension contributions at an amount of no less than 5% of the Salary. Notwithstanding the above, should it be necessary to increase allocations under this subsection beyond said 6.5% of the Salary due to the cost of work disability insurance, then the Company’s allocations for work disability insurance and the Pension Scheme, shall together, under no circumstances, exceed 7.5% of the Salary.
 

7.1.2.
In addition, Employee shall contribute, and for that purpose he/she hereby irrevocably authorizes and instructs Company to deduct from his/her Salary at source, an aggregate monthly amount of 6% (and up to 7% according to the Employee’s request) of the Salary towards the Pension Scheme as Employee’s premium.
 
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7.1.3.
In the event the Employee does not inform the Company of the pension scheme of his/her choice, the Company shall execute the contributions as described above to one of the "default pension funds" determined by the Capital Market, Insurance, and Savings Department of the Ministry of Finance.
 

7.1.4.
Company and Employee respectively declare and covenant that, as evidenced by their respective signatures, they hereby undertake to be bound by the general settlement authorized as pertaining to Company’s payment to the benefit of pension funds and insurance funds, in place and in lieu of severance payment, pursuant to Section 14 of the Severance Payment Act (1963), attached hereto as Exhibit A and in accordance with Sections 7 and 9 to the Extension Order General Insurance Pension In The Israeli Market (“Section 14 Arrangement”).
 

7.1.5.
The Employee agrees and acknowledges that the Company’s Severance Contribution in accordance with the foregoing, shall be in lieu of 100% of the severance payment to which the Employee (or his/her beneficiaries) shall be entitled with respect to the Salary and the contributions were made and for the period in which they were made, pursuant to Section 14 Arrangement. Further to this Section 7, Company waives in advance any right, which it may have to a refund of funds from its Severance Contribution payments, unless the Employee’s right to severance pay has been revoked by a judgment by virtue of Sections 16 or 17 of the Severance Payment Law (1963), and to the extent so revoked and/or the Employee has withdrawn monies from the Pension Fund or Insurance Fund (both as defined in Exhibit A) other than by reason of an entitling event; in such regard "Entitling Event" means death, disability or retirement at after the age of 60.
 

7.1.6.
The Employee shall be responsible for any tax imposed on him/her in connection with the above plans or insurance policies or in connection with the Company’s contributions thereto.
 

7.2.
Study Fund
 

7.2.1.
Company shall contribute an aggregate monthly amount up to 7.5% of the Salary towards a study fund (Keren Hishtalmut) (the “Study Fund”).
 

7.2.2.
Employee shall contribute, and for that purpose, Employee hereby irrevocably authorizes and instructs Company to deduct from the Salary at source, an aggregate monthly amount equal to 2.5% of the Salary as Employee’s participation in such Study Fund.
 

7.2.3.
Company shall bear any and all taxes applicable in connection with amounts payable by Employee and/or Company to the Study Fund pursuant to this Section 7.2, including any tax which may apply due to contributions exceeding the tax-exempt limit.
 

7.3.
Vacation
 
Employee shall be entitled to 24 days of annual leave. Scheduling of vacation days shall be made with the Direct Manager. The Employee may accumulate his/her annual leave days up to 150% of the Employee’s annual vacation quota (the “Maximum Accumulated Quota”). In case the Company schedules a forced vacation, the Company shall make reasonable efforts to let the Employee know regarding such forced vacation prior to the forced vacation, within a reasonable time frame, at the Company's sole discretion. In no case, such efforts are be deemed to be binding and they are based on the Company's good will and business order. Any amounts exceeding such Maximum Quota shall be cancelled by the Company and will not be redeemable in any event.
 

7.4.
Sick Leave
 
Employee shall be entitled to sick leave in accordance with applicable law, subject to the presentation of appropriate medical records, such that from the first day onward the Employee is to be paid a regular wage, as if he/she were not absent from work. Unused sick leave may not be redeemed, except as required by law.

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7.5.
Recreation Pay
 
Employee shall be entitled to annual recreation pay (Dmey Havra’a) in an amount to be determined in accordance with Israeli regulations as in effect from time to time with respect to such pay.
 

7.6.
Transportation Expenses.
 
In addition to the Salary, the Company shall reimburse the Employee for transportation expenses from Employee’s home to his/her work and back in the amount of 5,000 NIS per each month.
 
8.
Confidentiality, Non-Solicitation, Non-Competition, and Assignment of Inventions Undertaking
 
Employee shall execute and deliver the Confidentiality, Non-Solicitation, Non-Competition, and Assignment of Inventions Undertaking annexed as Exhibit B to this Agreement, which shall constitute an indivisible and integral part hereof, and which shall apply, in accordance with its terms and to the Term.
 
9.
Termination
 

9.1.
This Agreement may be terminated by either party at any time by giving the other party hereto six months’ prior written notice of such termination (the “Notice Period”).
 

9.2.
In the event that a Termination Notice is delivered by either party hereto, the following shall apply:
 

9.2.1.
During the Notice Period, Employee shall be obligated to continue to discharge and perform all of his/her duties and obligations with Company and to take all steps, satisfactory to Company, to ensure the orderly transition to any persons designated by Company of all matters handled by Employee during the course of his/her employment with Company.
 

9.2.2.
Notwithstanding the provisions of Section 9.2.1 above to the contrary, the Company shall be entitled, but not obligated, at any time prior to the expiration of the Notice Period, at its sole discretion: (i) to waive the Employee's actual work during the Notice Period, or to reduce the scope of the Employee's work hours, while continuing to pay the Employee his/her regular payments and benefits until the completion of the Notice Period; or (ii) terminate this Employment Agreement and the employment relationship, at any time prior to the expiration of the Notice Period, and pay a cash equivalent to his/her Salary for the remainder of the Notice Period as a payment in lieu of prior notice in accordance with the law.
 

9.3.
The provisions of Sections 9.1 and 9.2 above notwithstanding, Company, by furnishing a notice to Employee, shall be entitled to terminate his/her employment with Company with immediate effect, where said termination is a Termination for Cause. In the event of such termination, this Agreement shall be deemed effectively terminated as of the time of delivery of such notice, and without derogating from the rights of Company under this Agreement and/or any applicable law, Employee shall not be entitled to any of the consideration specified in Section 9.1 above and in the event of the occurrence of the circumstances set forth in Section 7.1.7 above, Employee shall not be entitled to the Company’s contributions to the severance component in the Pension Scheme.
 

9.4.
As used in this Agreement, the term “Termination for Cause” shall mean termination by Company of Employee’s employment with Company under one of the following circumstances (a) Employee is found guilty of a criminal offense of moral turpitude; (b) Employee causes harm to the Company’s business affairs or breaches his duty of trust or fiduciary duties to the Company or its affiliates; (c) Employee breaches the confidentiality, non-competition, non-solicitation and protection of intellectual property provisions of this Agreement,; or (d) Employee has intentionally failed, or willfully refused without reasonable reason, to perform his/her duties under this employment agreement, provided, however, that with respect to a breach which is not material, only to the extent that such breach was not cured within seven days following notice by the Company to the Employee requiring remedy of such breach or (e) involvement in severe disciplinary offense or in the event that Employee is not eligible to severance pay under the provisions of the Severance Pay Law, 1963.
 
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9.5.
Upon termination of Employee’s employment with Company for any reason whatsoever, or at such other time as directed by the Company, Employee affirms and undertakes to (i) transfer his/her Position to his/her replacement, as shall be determined by Company, during the Notice Period in an efficient, complete, appropriate and orderly manner, (ii) return to Company’s office all information, equipment or documentation (including all passwords, write-protect codes and similar access codes used in the context of his/her work), in any media and other property belonging to the Company which was given to him/her by the Company in connection with his/her employment (collectively: the "Company Equipment") and Employee shall have no rights to lien with respect to said Company's Equipment, and (iii) fulfill his/her obligations under Section 1.4.4 of Exhibit B.
 
10.
General Provisions
 

10.1.
The Employee and the Company undertake to keep the contents of this Agreement confidential and not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the Company or the Employee, as applicable, except to legal counsel, auditor or bookkeeper to the Parties and unless such disclosure is required under any applicable law, and provided, however, that the Company may disclose the existence of this Agreement or contents thereof without the prior consent of the Employee, in connection with any contemplated investment in the Company.
 

10.2.
Company may assign or transfer this Agreement, or any right, claim or obligation provided herein, provided however that none of Employee’s rights under this Agreement are thereby diminished. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Employee.
 

10.3.
Company shall withhold, or charge Employee with, all taxes and other compulsory payments as required under applicable law with respect to all payments, benefits and/or other compensation paid to Employee in connection with his/her employment with Company.
 

10.4.
Company’s failure or delay in enforcing any of the provisions of this Agreement shall not, in any way, be construed as a waiver of any such provisions, or prevent Company thereafter from enforcing each and every other provision of this Agreement which were previously not enforced.
 

10.5.
The provisions of this Agreement shall, where possible, be interpreted in a manner necessary to sustain their legality and enforceability. Without derogating from the foregoing, in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect due to the fact that it is over-broad or insufficiently limited in time, geography or else, the parties hereby authorize, to the maximum extent legally permissible, the tribunal interpreting such provision(s) to replace the invalid, illegal or unenforceable provision(s) with valid provision(s) the effect of which come as close as possible to that of the invalid, illegal or unenforceable provision(s). The validity, legality and enforceability of the remaining provisions contained herein shall in no way be affected or impaired as a result of any provision contained in this Agreement being held invalid, illegal or unenforceable in any respect.
 

10.6.
Notices given hereunder shall be in writing and shall be deemed to have been duly given on the date of personal delivery, on the date of proof of delivery if mailed by certified or registered mail, or on the date sent by facsimile upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt, addressed as set forth above or such other address as either party may designate to the other in accordance with the aforesaid procedure.
 

10.7.
This Agreement shall be interpreted and construed in accordance with the laws of the State of Israel. The parties submit to the exclusive jurisdiction of the competent courts of the State of Israel in any dispute related to this Agreement.
 

10.8.
This Agreement is personal, and the terms and conditions of the employment shall be solely as set forth herein. This Agreement, together with all exhibits thereto, constitutes the entire agreement of the parties hereto with respect to the subject matters hereof and supersedes all prior agreements and understandings between the parties with respect thereto, each of which is hereby terminated and annulled. Unless otherwise provided in this Agreement, the provisions of any collective agreement (“Heskem Kibutsi”), collective arrangement (“Hesder Kibutsi”) or other custom of any kind shall not apply.
 
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10.9.
Captions and paragraph headings used in this Agreement are for convenience purposes only and shall not be used for the interpretation thereof. Words in the masculine gender shall include the feminine and vice versa.
 

10.10.
This Agreement is subject to all the applicable approvals according to applicable law, if any.
 

10.11.
This Agreement shall be deemed due notification regarding the Employee's employment terms in accordance with the provisions of the Notice to Employee and to Candidate (Employment Terms and Screening and Acceptance to Work Proceedings) Law, 2002 and the regulations thereunder.
 
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IN WITNESS WHEREOF, the parties hereto have hereby duly executed this Agreement on the day and year first set forth above.
 
/s/ Omri Schanin
MeaTech 3D Ltd.
By: Omri Schanin
Title: Deputy CEO
 
/s/ Guy Hefer
By: Guy Hefer
Title: CFO
/s/ Arik Kaufman
 Employee

8


EXHIBIT A - GENERAL APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A
PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY
 
By virtue of my power under section 14 of the Severance Pay Law, 1963 (hereinafter: the “Law"), I certify that payments made by an employer commencing from the date of the publication of this approval publication for his employee to a comprehensive pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules for the Approval and Conduct of Benefit Funds) Regulations, 1964 (hereinafter: the “Pension Fund") or to managers insurance including the possibility of an insurance pension fund or a combination of payments to an annuity fund and to a non-annuity fund (hereinafter: the “Insurance Fund), including payments made by him by a combination of payments to a Pension Fund and an Insurance Fund, whether or not the Insurance Fund has an annuity fund (hereinafter: the “Employer's Payments), shall be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were made and for the period they were paid (hereinafter: the “Exempt Salary"), provided that all the following conditions are fulfilled:
 

1.
The Employer's Payments -
 

(a)
To the Pension Fund are not less than 141/3% of the Exempt Salary or 12% of the Exempt Salary if the employer pays for his employee in addition thereto also payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee's name in an amount of 21/3% of the Exempt Salary. In the event the employer has not paid an addition to the said 12%, his payments shall be only in lieu of 72% of the employee's severance pay;
 

(b)
To the Insurance Fund are not less than one of the following:
 

(i)
131/3% of the Exempt Salary, if the employer pays for his employee in addition thereto also payments to secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 21/2% of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance");
 

(ii)
11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer's Payments shall only replace 72% of the Employee's severance pay; In the event the employer has paid in addition to the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee's name in an amount of 21/3% of the Exempt Salary, the Employer's Payments shall replace 100% of the employee's severance pay.
 

(2)
No later than three months from the commencement of the Employer's Payments, a written agreement is executed between the employer and the employee in which -
 

(a)
The employee has agreed to the arrangement pursuant to this approval in a text specifying the Employer's Payments, the Pension Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this approval;
 

(b)
The employer waives in advance any right, which it may have to a refund of monies from his payments, unless the employee’s right to severance pay has been revoked by a judgment by virtue of Section 16 and 17 of the Law, and to the extent so revoked and/or the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; in such regard "Entitling Event" means death, disability or retirement at after the age of 60.
 

(3)
This approval is not such as to derogate from the employee's right to severance pay pursuant to any law, collective agreement, extension order or employment agreement, in respect of salary over and above the Exempt Salary.

/s/ Omri Schanin
/s/ Guy Hefer
/s/ Arik Kaufman
Omri Schanin        Employer  
Guy Hefer
Employee

9

 
EXHIBIT B - CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION, AND
ASSIGNMENT OF INVENTIONS UNDERTAKING (THE “UNDERTAKING”)
 
This undertaking is an Exhibit B to the Employment Agreement dated March 15th, 2022 by and between Arik Kaufman, I.D. Number 037336807 (the “Employee”) and MeaTech 3D Ltd. (the "Employment Agreement")
 
The Employee warrants and undertakes that during his/her relationship with the Company and thereafter, he/she shall maintain in complete confidence any matters that relate to the Company (together with its Affiliates shall be defined as the "Company), its affairs or business, including regarding the terms and conditions of his/her employment, and that he/she shall not harm its goodwill or reputation, and he/she agrees to the provisions of the confidentiality, non-competition, non-solicitation and intellectual property clauses as specified below.
 
For avoidance of any doubt, it is hereby clarified that the Employee's obligations and representations and the Company's rights under this Undertaking shall apply retroactively as of the commencement of the parties' engagement, regardless of the date of execution of this Undertaking.
 
The Employee's obligations pursuant to this Undertaking derive from his/her status and his/her position in the Company, along with all matters connected therewith, and the terms and conditions of the Employee's employment pursuant to the Employment Agreement, including his/her compensation and benefits, have been determined in part, inter alia, in consideration of this undertaking and constitute sufficient consideration for his/her obligations hereunder.
 

1.
Confidentiality
 

1.1
The Employee undertakes to maintain the Confidential Information (as defined below) of the Company during the term of his/her engagement with the Company and after the termination of such, for any reason.
 

1.2
Without derogating from the generality of the foregoing, the Employee hereby agrees that he/she shall not, directly or indirectly, disclose or transfer to any person or entity, at any time, either during or subsequent to his/her engagement with the Company, any trade secrets or other confidential information, whether patentable or not, of the Company, including but not limited to, any (i) processes, formulas, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, survey, specifications, data and know-how; (ii) marketing plans, business plans, strategies, forecasts, unpublished financial information, budgets, projections, product plans and pricing; (iii) personnel information, including organizational structure, salary, and qualifications of employees; (iv) customer and supplier information, including identities, product sales and purchase history or forecasts and agreements; and (v) any other information which is not known to the public (collectively, “Confidential Information”), of which the Employee is or becomes informed or aware during his/her engagement period with the Company, whether or not developed by the Employee.
 

1.3
The Employee undertakes not to directly or indirectly give or transfer, directly or indirectly, to any person or entity, any material, raw material, product, part of a product, model, document or other information storage media, or any photocopied, printed or duplicated object containing any or all of the Confidential Information.
 

1.4
The Employee acknowledges that the Company may receive from third parties confidential or proprietary information ("Third Party Information") subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of the Employee's relationship with the Company, and thereafter, the Employee will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except solely for the purpose of and in connection with his/her work for the Company, Third Party Information unless expressly authorized by the Company in writing.
 
10


1.5
During the Employee's relationship with the Company the Employee shall not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom the Employee has an obligation of confidentiality, and the Employee did not and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom he/she has an obligation of confidentiality unless consented to in writing by that former employer or person.
 

1.6
In the event the Employee is in breach of any of his/her above obligations, he/she shall be liable to compensate the Company in respect of all damages or expenses incurred by the Company as a result of such breach, including trial costs and legal fees and statutory VAT, without derogating from any other relief or remedy available to the Company by virtue of any law.
 

2.
Non-Competition/ Non-Solicitation
 
In order to enable the Company to effectively protect the Company’s Major Assets (as defined below), and Confidential Information (which the Employee will be exposed to and it constitutes the essence of the Company’s protected business and commercial advantage in which significant capital investments were made), the Employee hereby undertakes that during the period of his/her engagement with the Company and for a period of six (6) months following termination of his/her engagement with the Company, for any reason:
 

2.1
he shall not, anywhere in the world, do business, as an employee, independent contractor, consultant or otherwise, and shall not directly or indirectly participate in or accept any position, proposal or job offer that may directly or indirectly compete with or harm the Company, or in the field in which the Company engages, is engaged or is anticipated to be engaged (the “Competitive Occupation").
 

2.2
Without derogating from the generality of the foregoing, the Employee undertakes not to maintain any business relations of any type whatsoever, including a proposal to conduct business relations, directly or indirectly, with any of the Company's customers, suppliers or agents, including customers, suppliers or agents with whom the Company conducted negotiations towards an agreement at the time of the termination of his/her employment with the Company or prior thereto.
 

2.3
In addition, the Employee undertakes that during the period of his/her engagement with the Company and for a period of twelve (12) months following termination of his/her engagement with the Company, for any reason, not to approach, solicit or recruit any employee of the Company or any consultant, service provider, agent, distributor, customer or supplier of the Company, to terminate, reduce or modify the scope of such person's engagement with the Company.
 

2.4
The foregoing shall apply irrespective of whether the Competitive Occupation is carried out by the Employee alone or in cooperation with others and shall apply to the participation of the Employee in a Competitive Occupation, whether as a controlling shareholder or as an interested party.
 

3
Intellectual Property, Copyright and Patents
 

3.1
The Employee hereby acknowledges and agrees that the Company exclusively owns and shall own all right, title and interest in and to any work, products, processes, materials, inventions, texts, algorithms, designs, sketches, ideas or discoveries, all derivatives, enhancements or improvements thereof and any and all Intellectual Property Rights associated therewith, created, conceived made or discovered by the Employee (whether solely or jointly with others) during the term of employment; or in connection therewith; or in connection with the Company, its business (actual or contemplated), products, technology or know how ("Company IPR"). "Intellectual Property Rights" means all worldwide (a) patents, patent applications, designs and patent rights; (b) rights associated with works of authorship, including, but not limited to, copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) moral rights, trademarks, service marks, logos, domain names, trade dress and goodwill; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property including ideas; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
 
11



3.2
The Employee acknowledges and agrees that all Company IPR and all modifications, derivatives and enhancements thereof belong to, and shall be the sole property of, the Company (or its designees) upon creation thereof. The Employee hereby irrevocably assigns to the Company or its designee and shall assign all right, title and interest the Employee may have or may acquire in and to Company IPR upon its creation. The Employee acknowledges and agrees that no rights relating to any Company IPR are reserved to Employee.
 
The Employee will assist the Company, upon Company's first request, to obtain, and from time to time enforce, any Company IPR worldwide, including without limitation, executing, verifying and delivering such documents and performing such other acts as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Company IPR. Such obligation shall remain in effect beyond the termination of the Employee's relationship with the Company, all for no additional consideration, provided that Employee shall not be required to bear any expenses as a result of such assignment. In the event the Company is unable for any reason, after reasonable effort, to secure Employee's signature on any document required, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney in fact to act for and on its behalf to further the above purposes.   
 

             3.3           The Employee irrevocably confirms that the consideration explicitly set forth in the employment agreement between the Employee and the Company is inclusive of any and all rights for compensation that may arise in connection with the Company IPR under applicable law and the Employee irrevocably waives any legal right he/she may have in connection with the Company IPR, including without limitation any right, moral rights or right to claim royalties or any other additional consideration from the Company with regard to the assigned Company IPR, including without limitation, in respect of Section 134 of the Patent Law 5727-1967 or other applicable laws. The foregoing waiver relates to any claims or demands whatsoever, whether in the present, past or future, and whether under contract or other legal or equitable theory.
 

3.4
The Employee represents and warrants that upon execution hereof, he/she has not created and does not have any right, title or interest in and to any Intellectual Property Rights related, similar to and/or required for Company's business, products or Intellectual Property Rights ("Prior Inventions"). The Employee undertakes not to incorporate any Prior Inventions or third party's Intellectual Property Rights (including of a former employer) in any Company IPR.
 

3.5
The Employee undertakes to immediately inform and deliver IN WRITING to the Company, written notice of any Company IPR conceived or invented by him or personnel of the Company or its successors who are subordinate to him, immediately upon the discovery thereof.
 

3.6
The Employee's obligations pursuant to this Section 3 shall survive the termination of his/her employment with the Company or its successors and assigns with respect to inventions conceived by him during the term of his/her employment or as a result of his/her employment with the Company.
 
4.          General
 
The Employee confirms that he/she has carefully reviewed the provisions of this Undertaking, fully understand the consequences thereof and have assessed the respective advantages and disadvantages to me of subscribing to this Undertaking and, specifically, his/her undertaking relating to non-compete and non-solicitation, and acknowledges and agrees that:
 
12

 

4.1
Employee’s obligations according to this Undertaking including relating to non-competition and non-solicitation are necessary and essential to protect the business and the Company’s sensitive and valuable proprietary information, property (including, intellectual property) and technologies, as well as its goodwill and business plans (the “Company’s Major Assets”) and to realize and derive all the benefits, rights and expectations of conducting Company’s business, and that the scope and duration of such obligations and the other protective covenants contained herein are fair, reasonable and proportional in all aspects, especially in light of the nature of the business in which the Company is engaged, the Employee’s knowledge of the Company’s business, his/her position, Employee’s exposure to confidential information and the compensation and benefits to which Employee is entitled under the Agreement (which constitutes, among others, good and valuable consideration for his/her agreement to be bound by such covenants and such compensation and benefits were determined, inter alia, in consideration for his/her obligations under this Undertaking).
 

4.2
Breach of any obligation under this Undertaking shall contradict the nature of the special trust and relationship of loyalty between the parties, the fair and proper business practices, the duty of good faith and fairness between the parties, shall harm the Company, shall constitute a material breach of the Agreement, and may harm the trade secrets, confidential connections, confidential information and other privileged interests of the Company.
 

4.3
Employee’s obligations under this Undertaking do not prevent him/her from developing his/her general knowledge and professional expertise in the area of his business, with regard to those who are not customers, contractors and/or employees of the Company and without usurping its trade secrets and its confidential information.
 

4.4
Notwithstanding anything contained herein to the contrary, if the period of time or the geographical area specified herein should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Undertaking may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding.
 

4.5
This Undertaking and all rights and duties of the parties hereunder shall be exclusively governed by and interpreted in accordance with the laws of the State of Israel. The competent courts of the State of Israel, Tel Aviv Jaffa district, shall have the exclusive jurisdiction over the parties with regard to this Undertaking, its execution, interpretation and performance.
 

4.6
Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Employment Agreement.
 

4.7
This Undertaking is the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior understandings, agreements and discussions between them, oral or written.
 
I, Arik Kaufman, HAVE READ THIS UNDERTAKING CAREFULLY AND UNDERSTAND ITS TERMS.
 
ACCEPTED AND AGREED TO:
 
/s/ Arik Kaufman       Date:                               

 
13


Exhibit 4.6


Indemnification Undertaking


Date: ____________
 
Mr. / Ms. _________
 
Re: Indemnification Undertaking
 

WHEREAS,
at the request of MeaTech 3D Ltd. (the “Company”), you served in the past and/or are currently serving and/or will serve in the future as an “Office Holder” (“nosse misra”) of the Company, as such term is defined in Section 1 of the Companies Law, 5759-1999 (the “Companies Law”) and/or as a “Senior Office Holder” as such term is defined in Section 1 of the Securities Law, 5728-1968 (the “Securities Law”).
 

WHEREAS,
Section 32 of the Company’s Articles of Association provides that the Company may indemnify its Office Holders to the fullest extent permitted by applicable law. Without derogating from the generality of the foregoing, the following provisions shall apply.
 

1)
The Company may indemnify an Office Holder in respect of a liability or expense imposed on the Office Holder or that the Office Holder incurred as a result of an act that the Office Holder performed in the capacity of Office Holder thereof, as follows:
 

a)
Financial liability imposed on the Office Holder in favor of any person pursuant to a judgment, including a judgment rendered in the context of a settlement or an arbitration award confirmed by a court.
 

b)
Reasonable litigation expenses, including attorneys’ fees, incurred by the Office Holder as a result of an investigation or any proceeding instituted against the Office Holder by an authority that is authorized to conduct an investigation or proceeding, and that was concluded without the filing of an indictment against the Office Holder and without there being imposed on the Office Holder a financial obligation in lieu of a criminal proceeding, or that was concluded without the filing of an indictment against the Office Holder but with the imposition of a financial obligation in lieu of a criminal proceeding in an offense that does not require proof of mens rea, or in connection with a financial sanction. In this paragraph –
 

“conclusion of a proceeding without the filing of an indictment in a matter in which a criminal investigation has been instigated” – shall mean closing the case in accordance with Section 62 of the Criminal Procedure Law [Consolidated Version], 5742-1982 (in this subsection - the Criminal Procedure Law), or suspension of the proceedings by the Attorney General under Section 231 of the Criminal Procedure Law;
 


financial obligation in lieu of a criminal proceeding” – a financial liability imposed by law in lieu of a criminal proceeding, including an administrative fine under the Administrative Offenses Law, 5746-1985, a fine for an offense categorized as a fine-bearing offense under the provisions of the Criminal Procedure Law, a financial sanction or a penalty;
 

c)
Reasonable Litigation Expenses, including attorneys’ fees, incurred by or assessed against the Office Holder by a court, in a proceeding instituted against the Office Holder by the Company or on its behalf or by another person, or in a criminal charge from which the Office Holder was acquitted or in which the Office Holder was convicted of an offense that does not require proof of mens rea.
 

d)
Financial liability imposed on the Office Holder on behalf of all the victims of the breach in an administrative proceeding, as set forth in Section 52(54)(a)(1)(a) of the Securities Law.
 

e)
Expenses incurred by an Office Holder in connection with an administrative proceeding conducted in his matter, pursuant to Chapter H’3, H’4 or I’1 of the Securities Law and a proceeding pursuant to Article D of Chapter Four of Part Nine of the Companies Law, as amended from time to time, including reasonable litigation expenses, and including attorneys’ fees.
 

f)
Expenses incurred by an Office Holder in connection with a proceeding under the Restrictive Trade Practices Law, 5748-1988 and/or in connection therewith (“Proceeding under the Restrictive Trade Practices Law”), which is conducted with respect to the Office Holder, including reasonable litigation expenses, and including attorneys’ fees.
 

g)
Any liability or other expense for which it is permitted and/or will be permitted by law to indemnify an Office Holder.
 

2)
The Company may provide an undertaking to indemnify the Office Holder in advance under Section 1(a) above, provided that an undertaking to indemnify the Office Holder in advance shall be limited to events the Board of Directors of the Company (the “Board”) determines are likely to occur in light of the operations of the Company at the time of granting the indemnification undertaking and to the amount or standard that the Board determines to be reasonable under the circumstances, and the undertaking to indemnify shall specify the events that in the opinion of the Board are likely to occur in light of the operations of the Company at the time of granting and the amount or criterion that the Board determines to be reasonable under the circumstances as detailed under Sections 1(b), 1(c), 1(d), 1(e), 1(f) and 1(g) above.
 

3)
The Company may indemnify an Office Holder of the Company after the event.
 

4)
The maximum aggregate amount of indemnification that shall be paid by the Company to all Office Holders entitled to indemnification, whether in advance or after the event, with respect to all indemnification undertakings by the Company to Officer Holders (including indemnification undertakings to Office Holders of companies held by the Company), if and to the extent that it grants, cumulatively, based on the grounds specified in Sections 1(a) through (1)(g) above, shall not cumulatively exceed 25% of the Company’s shareholders’ equity (according to its consolidated financial statements known at the time of granting of any actual indemnification payment).
 
- 2 -



WHEREAS,
Section 34 of the Company’s Articles of Association provides that:
 
The above provisions are not intended to, and shall not, limit the Company in any way with respect to entering into a contract regarding insurance or indemnification of those specified below:
 

1)
anyone who is not an Office Holder of the Company, including employees, contractors or consultants of the Company who are not Office Holders thereof;
 

2)
Office Holders in other companies. The Company shall be entitled to enter into a contract with respect to indemnification and insurance of Office Holders in companies under its control, affiliated companies or other companies in which it has an interest, to the fullest extent permitted by law, and the above provisions regarding indemnification and insurance of Office Holders of the Company shall apply, mutatis mutandis.
 

3)
In respect of Office Holders of the Company – to the extent that the insurance and/or indemnification are not expressly prohibited by law.
 
It should be clarified that in the Company’s Articles of Association, an undertaking with respect to such indemnification and insurance of an Office Holder may be valid even after the Office Holder ceases to serve with the Company.
 

WHEREAS,
on March 8, 2021, the Company’s shareholders in general meeting approved the issuance of this Indemnification Undertaking;
 
Therefore, the Company hereby confirms to you that, subject to the provisions and restrictions prescribed by law in respect of indemnification, which form an integral part of this Indemnification Undertaking, the Company will indemnify you in respect to the matters set out in this Indemnification Undertaking, in accordance with the terms specified in this Indemnification Undertaking.
 
Indemnification:
 
1.       The Company will indemnify you for:
 

a.
A financial liability imposed on you in favor of another person pursuant to a judgment, including a judgment rendered in the context of a settlement or an arbitration award confirmed by a court.
 

b.
Reasonable litigation expenses, including attorneys’ fees, incurred by the Office Holder as a result of an investigation or any proceeding instituted against the Office Holder by an authority that is authorized to conduct an investigation or proceeding, and that was concluded without the filing of an indictment against the Office Holder and without the imposition on the Office Holder of a financial obligation in lieu of a criminal proceeding, or that was concluded without the filing of an indictment against the Office Holder but with the imposition of a financial obligation in lieu of a criminal proceeding in an offense that does not require proof of mens rea, or in connection with a financial sanction
 
- 3 -


c.
Reasonable Litigation Expenses, including attorneys’ fees, incurred by or assessed against the Office Holder by a court, in a proceeding instituted against the Office Holder by the Company or on its behalf or by another person, or in a criminal charge from which the Office Holder was acquitted or in which the Office Holder was convicted of an offense that does not require proof of mens rea.
 

d.
Financial liability imposed on the Office Holder on behalf of all the victims of the breach in an administrative proceeding, as set forth in Section 52(54)(a)(1)(a) of the Securities Law.
 

e.
Expenses incurred by an Office Holder in connection with an administrative proceeding conducted in his matter, pursuant to Chapter H’3, H’4 or I’1 of the Securities Law and a proceeding pursuant to Article D of Chapter Four of Part Nine of the Companies Law, as amended from time to time, including reasonable litigation expenses, and including attorneys’ fees.
 

f.
Expenses incurred by an Office Holder in and/or in connection with a Proceeding under the Restrictive Trade Practices Law, which is conducted with respect to such Office Holder, including reasonable litigation expenses, and including attorneys’ fees.
 

g.
Any liability or other expenses for which the Company may, or will be able to, indemnify an Office Holder.
 

h.
Liability or expense as set forth in sub-paragraphs (a) through (g) above, in respect of a liability or expense imposed on the Office Holder or that the Office Holder incurred as a result of an act that the Office Holder performed in the capacity of an Office Holder and/or Senior Office Holder and/or employee of a subsidiary as defined in the Securities Law in Israel or abroad; or due to an act that the Office Holder performed in the capacity of a director or an observer on our behalf or on behalf of a subsidiary of the Company on the board of directors of a company in Israel or abroad.
 
2.
The Company shall not indemnify you for any financial liability imposed upon you by one of the following:
 

a)
Breach of fiduciary duty, unless you acted in good faith and had a reasonable basis to assume that such action would not prejudice the best interests of the Company.
 

b)
Intentional or reckless breach of the duty of care, but specifically excluding negligence.
 

c)
An action taken with the intention to unlawfully gain personal profit.
 

d)
Any fine, civil fine, financial sanction or penalty imposed on you.
 
3.
Grounds for granting indemnification
 
The Company’s undertaking to indemnify is limited to expenses and liabilities deriving from your actions in the cases detailed below;
 
- 4 -


In this section, the “Company” – including subsidiaries and affiliated companies in which you serve as an Office Holder and/or Senior Office Holder in matters related thereto.
 

a)
Actions deriving from the Company being public or from the fact that its securities were offered or will be offered to the public or traded or will be traded on a stock exchange in Israel and abroad.
 

b)
Any matters that were required to be included in public disclosures, which were not disclosed as required by law.
 

c)
The indemnification is conditioned upon your providing notice as required by law, immediately after your becoming aware that the disclosure omits information or is misleading.
 

d)
Actions in connection with investments the Company makes in other entities, whether before or after the investment is made, for the purpose of entering into, effecting, developing, monitoring and supervising the transaction.
 

e)
Any sale, purchase or holding of marketable securities, or other investments for or on behalf of the Company.
 

f)
Actions related to the purchase or sale of companies, legal entities or their assets, their splitting or merging.
 

g)
Actions related to the Company’s labor relations and the Company’s commercial relationships, including employees, independent contractors, customers, suppliers and other service providers.
 

h)
Any “Transaction” as defined in Section 1 of the Companies Law.
 

i)
Issuance of the Company’s securities pursuant to a prospectus that is published after the grant of an indemnification undertaking (“Date of the Prospectus”) and any amendment to such prospectus.
 

j)
All the subjects that would have been required to be disclosed in the prospectus, including in any draft of the prospectus, that occurred prior to the Date of the Prospectus, during the period from when it is published until the end of the period for submission of orders, as to which disclosure was not made as required by law, and all subjects that would have been required to be disclosed in later reports submitted by the Company (“Deficient or Misleading Report”).
 
The indemnification is conditioned upon your providing notice as required by law, immediately after your becoming aware of the Deficient or Misleading Report.
 

k)
Securities offerings by the Company to the public and/or not to the public, pursuant to agreements, notices and Reports.
 
Reports” – including periodic reports, immediate reports, financial statements, and any other report that the Company or the Office Holder must submit under any law.
 

l)
Action” – whether by action or omission.
 
- 5 -

 
4.
Amount of indemnification
 

a.
The maximum aggregate amount of indemnification to be paid by the Company to all Office Holders who are entitled to indemnification, whether in advance or retroactively, according to all the indemnity letters that the Company will grant to the Office Holders (including indemnity letters that it has granted to Office Holders of its held companies), if and to the extent it will grant the same, shall not exceed, in the aggregate, 25% of shareholders’ 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) (the “Maximum Indemnification Amount”). The minimum aggregate amount of indemnification to be paid by the Company to all Office Holders who are entitled to indemnification, whether in advance or retroactively, according to all the indemnity letters that the Company will grant to the Office Holders (including indemnity letters that it has granted to Office Holders of its held companies), if and to the extent it will grant the same, shall not be lower, in the aggregate, than 20,000,000 USD (the “Minimum Indemnification Amount”).
 

a)
If the total of the amounts for which all Office Holders are liable exceeds the Maximum Indemnification Amount, each relevant Office Holder, including you, will receive indemnification based on the ratio between the amount for which such Office Holder is liable and the aggregate amount for which all Office Holders are liable with respect to such matter.
 

b)
In the event that the Office Holder receives indemnification from the insurer according to the Office Holders insurance policy, with respect to the matter that is the subject of indemnification, the indemnification shall be granted in the amount of the difference between the indemnification due to the Office Holder according to this Indemnification Undertaking for such indemnification, and the amount received from the insurer in respect of such matter, provided that the indemnification amount to which the Company has committed does not exceed the Maximum Indemnification Amount. In the event that the Company receives indemnification from the insurer as stated, the Company’s liability shall not be reduced according to this Indemnification Undertaking, and the amounts of the total indemnification may be beyond the amounts received from the insurance company up to the Maximum Indemnification Amount.
 
5.
Conditions for granting indemnification
 

a.
You shall notify the Company of any judicial or administrative proceeding (“Legal Proceeding”) that may be initiated against you, and of any suspicion or threat that any such Legal Proceeding may be initiated against you, promptly after you first become aware of it, and you shall forward to the Company or to whomever is designated by the Company, without delay, any document you receive in connection with that proceeding.
 

b.
The Company shall be entitled to assume your legal defense of such Legal Proceeding and/or to turn over such defense to any counsel selected by the Company for this purpose.
 

c.
The Company and/or such counsel shall be exclusively entitled to conduct your legal defense and to conclude such proceeding as they deem fit. At the request of the Company, you shall sign any document authorizing the Company or such counsel to handle your defense in such proceeding and to represent you in all matters related thereto, in accordance with the above.
 

d.
If the Company acts in accordance with the provisions of subsection (c) above and you enable it to do so, the Company will cover all the other expenses and payments that are involved so that you will not be required to pay or finance them yourself, without this detracting from the indemnification to which you are entitled pursuant to this Indemnification Undertaking.
 
- 6 -



e.
You shall fully cooperate with the Company and/or any such counsel as may be required of you by any of them as part of their dealing with such Legal Proceeding, provided that the Company will cover all expenses involved so that you will not be required to pay or finance them yourself.
 
Validity of the Undertaking
 

1.
The undertaking to indemnify relates to your performance as an Office Holder and/or Senior Office Holder of the Company, and/or director or observer in the companies specified in Section 1.h above, and will be valid both with respect to proceedings taken against you during your tenure as an Office Holder and/or Senior Office Holder and/or director or observer as aforesaid, and with respect to proceedings against you following the end of your tenure, provided that they relate to actions that were performed by you from the date on which your term of office commenced, either directly or indirectly, during or as a result of you being an Office Holder and/or Senior Office Holder of the Company and/or as a director or an observer in companies specified in Section 1.h above, and as a result thereof. This Indemnification Undertaking shall also inure to the benefit of the Office Holder’s heirs and other legal substitutes.
 

2.
This Indemnification Undertaking cancels and replaces any prior undertaking for indemnification, if given to you in the past; however, this undertaking does not derogate from or waive any other indemnification to which you are entitled from any other source by law or by any other undertaking, excluding any undertaking to indemnify as aforementioned.
 

3.
This undertaking shall not restrict the Company or prevent it from granting additional or special indemnification, provided that this does not prejudice the undertaking to indemnify that are the subject of this letter.
 
[SIGNATURE PAGE FOLLOWS]

Sincerely,
 
_________________________

 
I agree to the conditions of the above
Exculpation and Indemnification Undertaking

___________________________________
Signature of the Recipient of the
Indemnification Undertaking
 
- 7 -

 

Exhibit 4.8

MeaTech 3D Ltd.
 
Reg. No. 520041955
 
Option and RSU Allocation Plan
 
(In accordance with the Income Tax Ordinance Amendment Law (No. 132), 5772-2002)
 
This plan, as updated from time to time, shall be called the Option and RSU Allocation Plan of MeaTech 3D Ltd. (the "Plan").
 
The purpose of the Plan is to allocate to employees, consultants, service providers, and officers (including directors) of MeaTech 3D Ltd. (hereinafter: the "Company") and of its Affiliates (as defined below), options exercisable for the Company's shares and/or RSUs, in order to create among them an incentive and to include them in the Company's development and success.
 
1.
Definitions
 
For the purpose of the Plan and the documents related to it, including grant and/or allocation agreements, the definitions listed in Appendix A to the Plan will apply.
 
2.
Plan Administration and Board Authority
 

2.1
This Plan shall be administered by the Company's Board of Directors directly, or alternatively, on the recommendation of the Committee, subject to any law in force and the provisions of the Company's Articles of Association. Notwithstanding the foregoing, the Board of Directors shall have residual authority if a Committee is not formed or if the Committee ceases to serve for any reason or if the Committee is not authorized to act by law.
 

2.2
The Board of Directors shall have the sole authority and absolute discretion to decide as follows: (1) to determine the identity of the Grantees; (2) to determine the terms of grant and/or allocation agreements, including the number of options and/or RSUs granted to each Grantee, vesting dates, the manner of exercise of the options, the exercise price, to set restrictions on the transferability of options and/or RSUs, as well as conditions regarding the forfeiture and expropriation of options and RSUs, as well as to cancel and suspend grants; (3) to determine the market value of the shares subject to the options and/or the RSUs; (4) to select the tax track of the Trustee-Track Section 102 options and/or RSUs; (5) to determine the type of options and/or RSU granted; (6) to change restrictions and conditions that apply to options and/or RSUs; (7) interpret the terms of the Plan and oversee the administration of the Plan; (8) to accelerate in full or in part the vesting dates of the options granted to each Grantee; (9) to freeze, terminate or cancel the entire Plan or any part thereof, and to amend the Plan and its provisions; and (10) to decide and determine any other matter necessary for the administration of the Plan.
 


2.3
The Board of Directors will have the authority, at its discretion, to cancel options and/or RSUs and in return, to grant a Grantee new options with the same, lower or higher exercise price than that of the original canceled options, and/or to grant RSUs in lieu of the canceled RSUs, subject to obtaining the required approvals from the tax authorities.
 

2.4
The Board of Directors' interpretation of any clause in the Plan or options agreement and/or RSU agreement shall be final and absolute.
 

2.5
The Company does not undertake that the Plan will be recognized by the tax authorities as such, which would provide the Grantees with the benefits provided for in Section 102 of the Ordinance. If the provisions of Section 102 of the Ordinance and the Income Tax Rules (Tax Relief in Allocation of Shares to Employees) 2003, which were promulgated pursuant thereto (hereinafter: the "Rules"), then the Plan and the options agreement and/or RSU agreement will be subject to the provisions of Section 102, the Rules and approval of the Income Tax Assessor, as applicable. The conditions of Section 102 and/or the approval of the aforementioned Income Tax Assessor, which are not explicitly specified in the Plan and/or in the options agreement and/or RSU agreement, will be considered valid and binding on the Company and the Grantees.
 

2.6
Unless expressly provided otherwise in the options agreement and/or RSU agreement, in any case of conflict between the provisions of the Plan and the options agreement and/or RSU agreement, the provisions of the Plan shall prevail. If otherwise provided in the options agreement and/or RSU agreement, the provisions of the agreement shall prevail over the provisions of the Plan.
 
3.
Determining the Plan Participants
 

3.1
Persons eligible to participate in the Plan as Grantees shall include Employees and Non-Employees (as defined in Appendix A) of the Company or its affiliates, provided that: (1) Employees shall receive “Section 102 options and/or RSUs” only; (2) Non- Employees will receive Section 3(i) options and/or RSUs only. Eligibility to participate in the Plan does not imply the right to participate in the Plan, and the Board of Directors has absolute discretion to determine whether or not any eligible person will be given options and/or RSUs.
 

3.2
Granting options and/or RSUs to a Grantee by virtue of this Plan neither entitles nor deprives the recipient of the options and/or RSUs of the right to participate in grants of options and/or RSUs by virtue of the Plan or any other allocation plan of the Company or its affiliates.
 

3.3
Without derogating from the above, any options and/or RSU grant will be approved and implemented in accordance with the provisions of any law, as will be in force from time to time, including the Companies Law, the Securities Law and regulations promulgated thereunder.
 


4.
Determining the Type of Options and/or RSUs in Accordance with Section 102
 

4.1
The Company may determine the type of options that will be granted to employees in accordance with Section 102 as "Non-Trustee-Track Section 102 options and/or RSUs" or “Trustee-Track Section 102 options and/or RSUs”.
 

4.2
The granting of “Trustee-Track Section 102 options and/or RSUs” by virtue of the Plan shall be subject to the approval of the Plan by the Board of Directors, as detailed in Section 14 below, and shall be subject to approval of the Plan by the Tax Authorities.
 

4.3
“Trustee-Track Section 102 options and/or RSUs” may be classified as "Capital-Gains-Track Options and/or RSUs" or "Income-Tax-Track Options and/or RSUs".
 

4.4
“Trustee-Track Section 102 options and/or RSUs” in respect of which the Company has chosen and determined that the applicable tax track will be capital gains-based, in accordance with Section 102(b)(2) of the Ordinance, will be referred to hereinafter as "Capital-Gains-Track Options and/or RSUs".
 

4.5
“Trustee-Track Section 102 options and/or RSUs” in respect of which the Company has chosen and determined that the applicable tax track will be income tax-based, in accordance with Section 102(b)(1) of the Ordinance, will be referred to hereinafter as "Income-Tax-Track Options and/or RSUs".
 

4.6
The Company's selection regarding the type of “Trustee-Track Section 102 options and/or RSUs” as "Capital-Gains-Track Options and/or RSUs" or "Income-Tax-Track Options and/or RSUs" (hereinafter the "Selection"), shall be submitted as required to the Tax Authorities prior to the grant date of the “Trustee-Track Section 102 options and/or RSUs”. The Selection will take effect from the first grant date and will remain in effect least until the end of the following year, or any other date as may be determined from time to time by the provisions of Section 102. The Selection will require the Company to grant only the chosen type of “Trustee-Track Section 102 options and/or RSUs”, which will apply to all Grantees who receive “Trustee-Track Section 102 options and/or RSUs” during the aforementioned period, all in accordance with Section 102(g) of the Ordinance. For the avoidance of doubt, the Selection will not preclude the Company from granting "Non-Trustee-Track Section 102 options and/or RSUs" simultaneously.
 

4.7
All "Trustee-Track Section 102 options and/or RSUs" shall be held in trust by a trustee, as described in Section 5 below.
 

4.8
For the avoidance of doubt, the determination regarding the type of options and/or RSUs as "Trustee-Track Section 102 options and/or RSUs" or "Non-Trustee-Track Section 102 options and/or RSUs" will be subject to the conditions of Section 102 of the Ordinance.
 

4.9
In the case of "Trustee-Track Section 102 options and/or RSUs", the terms of the Plan and/or the options agreement and/or RSU agreement shall be subject to the terms of Section 102 of the Ordinance and approval of the Income Tax Assessor, and these terms and approval shall form an integral part of the Plan and options agreement and/or RSU agreement. Any of the provisions of Section 102 and/or the aforementioned approval, which are necessary to obtain and/or maintain tax benefits pursuant to Section 102, and which are not expressly set forth in the Plan or options agreement and/or RSU agreement, shall be deemed applicable and binding upon the Company and the Grantees.
 

5.
Trustee
 

5.1
"Trustee-Track Section 102 options and/or RSUs" and/or shares to be allocated following a grant and/or exercise and/or vesting of "Trustee-Track Section 102 options and/or RSUs" and/or other shares allocated pursuant to the exercise of rights, including bonus shares, shall be allocated or issued in the name of a Trustee for the benefit of the Grantee and will be held by the former for at least the requisite periods set out in Section 102 and/or any law and/or regulations and/or promulgated thereunder (hereinafter the "Lockup Period"). If the conditions for granting "Trustee-Track Section 102 options and/or RSUs" are not met, then the "Trustee-Track Section 102 options and/or RSUs" may be considered as "Non-Trustee-Track Section 102 options and/or RSUs" or as Section 3(i) options and/or RSUs, all in accordance with the provisions of Section 102.
 

5.2
The Trustee will not transfer locked up shares and/or RSUs to the Grantee that have been allocated as a result of the grant and/or exercise and/or vesting of "Trustee-Track Section 102 options and/or RSUs" and/or shares allocated as a result of the exercise of rights pursuant to options and/or shares as aforesaid and/or RSUs, prior to the payment of the full tax liability arising from the "Trustee-Track Section 102 options and/or RSUs" granted to the Grantee and/or shares allocated as a result of the grant and/or exercise and/or vesting and/or any other such action, and/or the RSUs.
 

5.3
Regarding "Trustee-Track Section 102 options and/or RSUs", subject to the conditions of Section 102 of the Ordinance, a Grantee shall not sell or transfer from the Trustee shares and/or RSUs that were allocated as a result of a grant and/or exercise and/or vesting of "Trustee-Track Section 102 options and/or RSUs" and/or shares and/or RSUs which were allocated as a result of exercise of rights, including bonus shares, until the expiry of the Lockup Period. If such sale or transfer takes place during the Lockup Period notwithstanding the foregoing, the Grantee shall be subject to sanctions under Section 102 of the Ordinance.
 

5.4
The Grantee shall sign an undertaking as required within the provisions of Section 102 upon receipt of "Trustee-Track Section 102 options and/or RSUs".
 
6.
Reserved Shares, Limits
 

6.1
The Company will retain an amount of 12,300,000 shares of the Company in its authorized and unissued equity to be allocated under the Plan and other compensation plans that it may choose to implement in the future, subject to adjustments as a result of changes in the Company's capital, as set forth in Section 8 below. Such shares that remain authorized but are not allocated, and do not underlie options and/or RSUs on the date of termination of the Plan, will no longer be retained for the needs of the Plan, however until that time, the Company will retain a sufficient number of shares at all times in accordance with the needs of the Plan. If options granted in accordance with the Plan expire or are canceled prior to the date of vesting and/or exercise, or the Grantee waives the grant and/or exercise of the aforementioned options, the shares and/or RSUs that were not granted and/or purchased pursuant to the options will be available to the Plan and can be used, including for reallocation to other Grantees.
 


6.2
The granting of options and/or RSUs to a Grantee in accordance with the Plan will be made through a written options agreement and/or RSU agreement between the Company and the Grantee in the form approved by the Board of Directors from time to time. Each options agreement and/or RSU agreement shall specify, inter alia, the number of options and/or RSUs, the type of options and/or RSUs granted and the relevant tax track - "Capital-Gains-Track Options and/or RSUs", "Income-Tax-Track Options and/or RSUs", "Non-Trustee-Track Section 102 options and/or RSUs" or Section 3(i) options and/or RSUs, vesting dates, the exercise price per underlying share, the expiration date of the options and other conditions as may be determined by the Board of Directors.
 
7.
Option Exercise Price
 

7.1
The exercise price of each underlying share shall be determined by the Board of Directors at its sole discretion in accordance with the provisions of the law. The exercise price for each Grantee shall be determined in the options agreement to be signed between the Grantee and the Company.
 

7.2
The exercise price will be paid on the date of exercise of the options in a manner to be determined by the Board of Directors, including in cash or by check or through an exercise-and-sale mechanism via broker. The Board of Directors shall have the authority to postpone the payment date on the conditions that it determines.
 

7.3
The exercise price determined by the Board of Directors, at its sole discretion and in accordance with the provisions of the law, will be denominated in the main currency used in the economic environment of the Company or Grantee (i.e. the Company's functional currency or the currency in which the employee is paid), or a currency in which the Company's securities are traded, as will be determined by the Company.
 

7.4
Without derogating from the generality of the above, and subject to the payment of tax owed by the Grantee, the Compensation Committee or Board of Directors will have the authority to allow or determine that the Grantees under the Plan shall exercise the options, in whole or in part, through a net exercise mechanism, according to which the Grantee will be entitled to receive shares that reflect the bonus component inherent in the exercised options according to the formula below in exchange for payment of the par value of the shares only. For the avoidance of doubt, it is hereby clarified that under this exercise method, the options are exercisable for the amount of shares that reflects only the bonus component. The Grantee will not pay the exercise price, which will rather be used solely for the purpose of calculating the bonus component.
 

The number of shares that can be purchased by the Grantee under this mechanism in exchange for their par value will be determined by the following formula:
 
 
 Y = The number of unvested and exercisable options that the Grantee wishes to exercise through this mechanism, as subject to adjustments as stated in Section 9 below.
 
A = the market value of Company shares at the time of exercise.
 
B = the exercise price for each option, subject to adjustments as stated in Section 9 below.
 
N = the par value of each share
 
8.
Adjustments
 
Upon occurrence of any of the events listed below, the Grantee’s right to purchase shares and/or RSUs pursuant to the Plan shall be subject to the adjustments set forth below:
 

8.1
In the case of a Transaction, and without detracting from the general discretion which allows the Board of Directors to determine the treatment of all options in the case of a Transaction, the Board may, but is not obligated to, determine any of the following: (1) any options granted under the Plan that have not yet vested and/or been exercised, shall be exchanged or converted for options and/or shares or any other security of the Acquiring Company (or its parent or subsidiary) distributed to the Company’s shareholders in connection with the Transaction in return for their shares of the Company, in accordance with the number of shares under the options agreement. Appropriate adjustments shall be made to the amount of shares subject to the grant and the exercise price per share reflecting such event, with all other terms of the options agreement to be unchanged, including vesting dates, all as determined by the Board of Directors whose decision shall be exclusive and final; (2) options under the Plan may be purchased for monetary consideration under the terms of the transaction; (3) Any options that have not yet vested or have not yet been exercised on the date of the transaction, will expire and be revoked and will not be valid after the Transaction.
 

8.2
For the purposes of Section 8.1 above, the options will be deemed to be exchanged or converted if, following the Transaction, the options grant the right to purchase or receive, in respect of any shares underlying the options immediately before the Transaction, the consideration (whether shares, options, cash or securities or other property) to be received in the Transaction by the shareholders in respect of each share held on the Transaction record date (and if such holders were given a choice as to the consideration, then the type of consideration chosen by the holders of the majority of shares); provided that if such consideration received in the case of a Transaction is not in ordinary shares (or their equivalent value) of the Acquiring Company (or its parent company or subsidiary) whose market value equals the price per share received by holders of the majority of shares in the Transaction; subject to the authority of the Board of Directors to determine, at its discretion, that in such a case of exchange or conversion of options into options of the Acquiring Company, such options shall be exchanged for any other type of asset, including cash, fairly under the circumstances.
 


8.3
In the event of dissolution, liquidation or insolvency of the Company, options under the Plan that have not yet vested and/or been exercised will expire immediately prior to the completion of the dissolution or liquidation of the Company. Should the Company enter voluntary liquidation when there are options under the Plan that have not yet vested and/or been exercised, the Company will give notice of the decision to all option holders in the manner in which the Company sees fit.
 

8.4
In the event of a change in the issued share capital of the Company by way of a dividend in shares (bonus shares), a split, consolidation or exchange of shares, change in the Company's capital structure or any similar event by or of the Company, then the number and type of shares exercisable as a result of the exercise of options granted under the Plan, and their exercise price, will be adjusted proportionately in order to preserve the proportional amount of shares and their total exercise price. Adjustments following an offering of rights to purchase shares will only be made if the terms of the offer are based on a share price lower than the price of the Company’s shares on the stock exchange on the offer date, as in this case the adjustments described above will be based on the inherent benefit in the rights offering, relative to the share price on the stock exchange at that time. Upon any of the aforementioned events, the type and cumulative number of shares that can be issued under the Plan (as set out in Section 6 above), will be adjusted in a similar manner, all as determined by the Board of Directors whose decision will be final.
 

8.5
Adjustments for the Distribution of Cash Dividends: If the Company distributes cash dividends to its shareholders, in the period following the grant of options under the Plan to Grantees, but before they expire, the exercise price for each unexercised option will be reduced prior to the dividend distribution record date, and will be adjusted according to the accepted mechanism for dividend adjustment on the TASE, all subject to approval from the tax authorities as required.
 

8.6
The provisions of this section above shall also apply to RSUs, mutatis mutandis.
 
9.
Terms of Options and/or RSUs, Purchase and Exercise
 

9.1
Grantees who wish to exercise their options shall give written notice to the Company or its representative, in the form and format determined by the Company and, if necessary, by the Trustee in accordance with the requirements of Section 102. The exercise shall be effective upon receipt of the exercise notice by the Company and/or its representative, and payment of the exercise price, if required, at the Company's offices or to its representative. In the notice, the Grantee will specify the number of shares underlying the options that the Grantee wishes to exercise. Likewise, the Grantee will attach all other documents that require the Grantee’s signature as a condition for the exercise of the option, as specified in the Plan and the grant and/or allocation agreement and as decided by the Board of Directors.
 


9.2
Options will expire if not previously exercised at the earliest date of: (1) the expiration date set out in the grant and/or allocation agreement; (2) Expiration of the period in the cases specified in Section 9.5 below or Section 8 above.
 

9.3
Options can be exercised by the Grantee in full at any time or in parts where possible, from time to time, and as long as the option vesting date has passed and the expiration date has not passed, and provided that, subject to the terms of Section 9.5 below, the Grantee is employed by or provides services to the Company or an affiliate throughout the period from the grant of options until the exercise of the options, all unless otherwise stated in the agreement provided to the Grantee and subject to restrictions on trading the Company's securities.
 

9.4
Subject to Section 9.5 below, if the Grantee ceases to be an employee or to provide services to the Company or an affiliate, the Grantee’s options will expire immediately if unvested, not exercised and/or shares were allocated for them prior to the termination of the relationship. Notice of termination of employment or services shall be deemed to terminate such relationship (hereinafter: "Relationship Termination Date"). For the avoidance of doubt, in the event of termination of employment or services, options unvested on the Relationship Termination Date will not vest and will not be exercisable.
 

9.5
Without derogating from the above and unless otherwise provided in the Grantee’s grant and/or allocation agreement, the Grantee may exercise options granted to the Grantee under the Plan for an additional period subsequent to the Relationship Termination Date, only with respect to options that had vested as of the Relationship Termination Date as per the vesting periods of the options, all in accordance with the cases detailed below:
 
(1) In the event of relationship termination without Cause, the Grantee will have the right to exercise the options pursuant to the options agreement in accordance with the vesting dates and provided they have not expired, for a period of ninety (90) days following the termination date.
 
(2) In the event of termination of the relationship due to the death or 75% or more incapacitation of the Grantee, the Grantee or their legal heirs shall have the right to exercise the options that the Grantee would have been entitled to exercise under the options agreement, in accordance with the vesting dates and provided they have not expired, for a period of twelve (12) months from the termination date.
 
(3) Prior to the Relationship Termination Date, the Board of Directors has approved an extension period for unexercised beyond the Relationship Termination Date for a period not exceeding the original options exercise period.
 
For the avoidance of doubt, in the event that the termination of the relationship was for Cause, then the options will expire for all intents and purposes (whether or not the Grantee was entitled to exercise some of the options on the Relationship Termination Date), and the Grantee will retain no rights with respect to the options.
 

9.6
For the avoidance of doubt, Grantees will not have the rights granted to Company shareholders with respect to shares received by virtue of grant and/or exercise of the options, nor will they be considered holders of a type of shares or creditors of the Company for purposes of Sections 350 and 351 of the Companies Law, until they are registered as a shareholder in the Company's shareholders' register after the shares have been allocated pursuant to the grant and/or exercise of the share option subject to the terms of the Plan, however in the case of options and/or shares held by a Trustee, then subject to the provisions of Section 5 of the Plan.
 


9.7
The options agreement and/or RSUs approved pursuant to the Plan may include other additional terms, at the discretion of the Board from time to time.
 

9.8
Regarding "Trustee-Track Section 102 options and/or RSUs," upon termination of the relationship between the Company or an affiliate and the Grantee, the Grantee will provide the Company with a surety or guarantee of payment of the tax applicable on the date of sale of the shares and/or RSUs, all in accordance with the provisions of Section 102 of the Ordinance.
 

9.9
The provisions of Sections 9.1 to 9.8 above shall also apply to RSUs, mutatis mutandis.
 

9.10
The agreement to grant RSUs between the Company and the Grantee shall be in the form approved by the Board of Directors, which may be general wording or specific to certain Grantees.
 
Unless otherwise decided by the Board of Directors (a determination which will not be subject to the approval of the shareholders, unless such approval is required by applicable law) and an appropriate provision is included in the relevant grant agreement, such grant agreement shall determine, using appropriate wording, the number of RSUs granted and the substance of all terms, as detailed below.
 

9.11
Purchase Price: The purchase price for each Grantee shall be the par value of the shares, unless otherwise determined by the Board of Directors.
 

9.12
Vesting: RSUs will vest over a service period as detailed in the grant agreement.
 

9.13
Automatic exercise of RSUs: Immediately upon the vesting of an RSU or at any other date to be determined by the Board of Directors in the grant agreement (a determination which will not be subject to shareholder approval unless required by applicable law), the RSUs will be automatically be exercised for shares (an “Automatic Exercise”). Unless otherwise determined by the Board of Directors, at the time of exercise of any RSU into shares, Grantees shall pay the Company the par value of the exercise shares to which they are entitled, by offsetting and withholding the purchase price multiplied by the number of exercise shares from any sum to which the Grantee is entitled, including, non-exclusively, wages, commissions, severance pay, etc. Notwithstanding the foregoing, the Company reserves the right, in its sole discretion, to determine at any time that the Grantee will not pay the purchase price of the RSUs, in which case the Company will act in accordance with the provisions of the Companies Law.
 

9.14
Subject to there being no legal or Company policy obstacle, after the RSU exercise date, and without the need for notification from the Grantee on the date of Automatic Exercise, the Company will allocate the exercise shares to the Grantee or Trustee, as the case may be.
 

9.15
Voting and distribution rights: It is clarified that the Grantee will not have voting rights and/or distribution rights, including the distribution of dividends, until the date of granting the exercise shares to the Grantee.
 

10.
Cash Dividend
 
All shares and/or RSUs (except, for the avoidance of doubt, options that have not yet been exercised into shares) that will be allotted to the Grantee or Trustee, as the case may be, pursuant to the options agreement, will entitle their owners to receive a cash dividend in proportion to the amount of shares held, subject to the Company’s Articles of Association and subject to applicable taxation on the distribution of such dividends and, if applicable, subject to Section 102 of the Ordinance and the rules, regulations, orders and procedures thereunder.
 
11.
Limitation of Transferability of Options and/or Shares and/or RSUs
 
The options and/or rights of the Grantee in respect of options and/or RSUs, whether or not paid for, are not transferable, assignable, pledgable, or any right in respect thereof granted to a third party, except by inheritance law and/or last will and except as stated explicitly in the Plan. For the life of the Grantee, all the Grantee's rights to purchase shares and/or share units blocked by virtue of the Plan can only be exercised by the Grantee. Any action to the contrary, whether directly or indirectly, whether immediate or future, shall be void.
 
As long as the options and/or shares and/or RSUs are held by the Trustee for the benefit of the Grantee, then all the rights of the Grantee are personal and may not be subject to transfer, assignment, pledge, foreclosure or other lien, except by transfer of will or inheritance law.
 
12.
Plan Period
 
The Plan originally went into effect on May 22, 2018, the day it was approved and adopted by the Company’s Board of Directors. On March 31, 2019, the Company's Board of Directors approved the extension of the Plan until December 31, 2026 (the “Current Date”). Accordingly, the Plan will expire at the end of five (5) years from the Current Date, i.e., December 31, 2031.
 
13.
Changes to or Termination of the Plan
 
The Board of Directors may amend, change, suspend or terminate the Plan at any time. Such amendment, change, suspension or termination shall not materially infringe upon the rights of any Grantee other than by mutual consent between the Grantee and the Company in writing, signed by the Grantee and the Company. The termination of the Plan will not infringe on the rights of the Board of Directors to exercise the powers granted to it under the Plan, regarding options and/or RSUs granted in accordance with the Plan before the date of its termination.
 


14.
Applicable Rules
 
The Plan, grant and exercise of options and/or RSUs thereunder, and the Company's obligation to transfer shares pursuant to the options and/or RSUs shall be governed by all applicable laws, regulations and rules, whether of the State of Israel or any other state having jurisdiction over the Company and the Grantee, as required.
 
15.
Ongoing Employment and One-Time Benefit
 

15.1
No provision contained in this Plan and in the option agreement and/or RSU agreement with the Grantee should be construed as an undertaking and/or consent of the Company and/or any affiliate to continue to employ the Offeree, nor shall any provision in the agreement and/or the Plan be construed as granting the Grantee any right to continue to be employed or to provide services to the Company and/or its affiliates, or to limit the right of the Company and/or its affiliates to terminate the employment of any Grantee at any time.
 

15.2
The granting of options and/or RSUs is a special and one-time benefit which will not be considered for any intents or purposes as part of the Grantee's salary, including for the purpose of calculating social benefits and severance pay.
 
16.
Applicable Law and Jurisdiction
 
The Plan will be administered, interpreted and enforced in accordance with the laws of the State of Israel that apply to agreements made and implemented hereby, without regard to choice of law principles. The exclusive jurisdiction under this Plan will be that of the competent courts in Tel Aviv, Israel.
 
17.
Taxation and Other Arrangements Relating to the Transfer of Shares and/or RSUs to the Grantee
 

17.1
The Grantee alone will bear all tax liabilities in respect of granting and exercising options and/or RSUs under the Plan, the sale of shares exercised from options and/or RSUs or in respect of any other action related to the options and/or RSUs  (of the Company, and/or any affiliates and/or Trustee and/or Grantee). The Company and/or its affiliates and/or the Trustee will deduct all taxes, including withholding tax, in accordance with all laws, regulations and rules. The Grantee agrees to indemnify the Company and/or its affiliates and/or the Trustee and exempt them from any liability regarding the payment of such taxes, interest and fines and any other payment, including charges arising from the need to withhold tax or failure to withhold tax from any payment transferred to the Grantee.
 

17.2
The Company and/or the Trustee, as the case may be, will not transfer shares to the Grantee until all mandatory payments as aforesaid have been paid in full.
 

17.3
In the event of the death of the Grantee, this section shall apply to the legal heirs of the offspring, mutatis mutandis.
 


 
18.
Non-Exclusivity of the Plan
 
The Board's adoption of the Plan shall not be construed as a correction, modification or cancellation of any previously approved incentive arrangement or limiting the Board's authority to adopt other incentive arrangements as deemed appropriate, including the granting of other options and/or RSUs not under the Plan, and such arrangements may apply generally or in specific cases.
 
19.
Multiplicity of Agreements
 
The terms of options and/or RSUs may differ from other options and/or RSUs granted under the Plan simultaneously. The Board of Directors may grant more than one grant to any Grantee during the period of the Plan, whether in addition to, or as a substitute for, one or more grants of options and/or RSUs granted to that Grantee.
 

Appendix A - Definitions
 
"Acquiring Company" means the surviving company following a Transaction, including any entity into which the Company merges, or is acquired by it, or acquires the Company's assets.
 
"Affiliate" means any employing company as defined in Section 102 of the Ordinance.
 
"Board of Directors" means the Board of Directors of the Company.
 
"Capital-Gains-Track Options and/or RSUs" as defined in Section 4.4 of the Plan.
 
"Cause" means any of the following: (a) a material breach of the employment or contractual relationship with the Company or an affiliate, including, without prejudice, breach of the Grantee’s confidentiality or non-competition obligations; (b) a conviction for an offense involving moral turpitude, related to the Grantee’s work at the Company, or that has a material effect on the Company and/or its affiliates; (c) breach of fiduciary duties of caution or loyalty towards the Company and/or its affiliates; (d) any circumstance in which entitlement to severance pay is nullified under the Severance Pay Law 1963 (excluding the resignation of the Grantee); (e) any other circumstance defined in the employment agreement or engagement agreement as "Cause". Determinations regarding whether a termination is for Cause will be made by the Company's Board of Directors, unless otherwise expressly provided in the Options Agreement and/or the RSU Agreement.
 
"Companies Law" means the Israeli Companies Law, 1999.
 
"Committee" means the Compensation Committee appointed by the Board of Directors, composed of no less than two members, to which the powers of the Board under this Plan have been delegated.
 
"Company" means MeaTech 3D Ltd., a company incorporated under the laws of the State of Israel.
 
"Controlling Shareholder" as defined in Section 32(9) of the Ordinance.
 
"Employee" means a person employed by the Company or an affiliate, including an officer or director, but excluding a Controlling Shareholder.
 
"Exercise Price" means the price that the Grantee will be required to pay for each share subject to the options.
 
"Grant and/or Allocation Agreement" means an Options Agreement and/or RSU Agreement, as the case may be.
 
“Grant Date” means the date of grant of the Options and/or RSUs, as determined by the Board of Directors and as stated in the Grant and/or Allocation Agreement with the Grantee.
 
"Grantee" means a person who has been granted Options and/or RSUs under the Plan.
 
"Income-Tax-Track Options and/or RSUs" as defined in Section 4.5 of the Plan.
 
"Lockup Period" as defined in Section 5.1 of the Plan.
 

"Market Value" at any given date is the share value determined as follows: (1) The closing price of the share (or the closing bid price if no sales were reported) as reported on the Tel Aviv Stock Exchange on the last trading day prior to the record date. Without derogating from the above, and for the sole purpose of determining tax liability in accordance with Section 102(b)(3) of the Ordinance, the market value of the share at the time the options and/or RSUs are granted will be determined according to the average value of the Company's shares during the previous thirty (30) trading days prior to the date of grant of the option and/or the RSUs. (2) In the event that the Company's shares are delisted from the Tel Aviv Stock Exchange, the market value shall be determined, in good faith, by the Board of Directors. Without derogating from the foregoing, if the Company’s securities were listed for trading on another recognized stock exchange, Subsection 1 would apply to the stock price on that stock exchange, mutatis mutandis.
 
"Non-Employee" means a consultant, service provider, Controlling Shareholder or any other non-Employee.
 
"Non-Trustee-Track Section 102 options and/or RSUs" means Section 102 Options and/or RSUs that are granted subject to the provisions of Section 102(c) of the Ordinance and are not held in trust by a trustee for the employee.
 
"Option Expiration Date" means the date on which the option expires, as stated in Section 9.2 of the Plan.
 
"Options Agreement and/or RSU Agreement" means an agreement for the grant of options and/or RSUs between the Company and the Grantee, which regulates and determines the terms of the options and/or the RSUs granted under it.
 
"Options and/or RSUs" means options to purchase a given quantity of shares of the Company or an eligibility to receive a given quantity of Company shares, to be allocated following restricted periods defined in the agreement between the Company and the Grantee, respectively, subject to the provisions of this Plan.
 
"Ordinance" means the Income Tax Ordinance (New Version), 1961, as valid today or as amended in the future.
 
“Plan” means this Plan for the allocation of Options and/or RSUs.
 
"Relationship Termination Date" as defined in Section 9.4 of the Plan.
 
"Rules" as defined in Section 2.5 of the Plan.
 
"Section 102" means Section 102 of the Ordinance, as in force today or as amended in the future, and all rules and/or regulations and/or rulings and/or other legislation under this section, including the Income Tax Rules (Tax Relief in the Allocation of Shares to Employees), 2003.
 
"Section 102 Options and/or RSUs" means options and/or RSUs granted to an employee (as the term is defined below) subject to the provisions of Section 102 of the Ordinance.
 
"Section 3(i) Options and/or RSUs" means options and/or RSUs granted under the provisions of Section 3(i) of the Ordinance to a person who is not an Employee.
 
"Securities Law" means the Israeli Securities Law, 1968.
 
"Selection" as defined in Section 4.6 of the Plan.
 

"Share" means an ordinary share of the Company.
 
"Tax Authorities" means the Israeli tax authorities.
 
"Transaction" means any of the following cases, whether taking place as a single event or as a sequence of events that can be seen as a single Company event: (1) Sale or other transfer of all or most of the Company's assets (in case of doubt, the Board of Directors shall determine whether all or most of the Company's consolidated assets were sold); (2) Sale of all or most of the Company's shares to a third party; (3) A merger or similar transaction of the company with or into another company (or other companies), at the end of which the Company is not the surviving company or whose result is a change in control of the Company; (4) The voluntary delisting of the Company's shares from trading on the Tel Aviv Stock Exchange, where the Company’s securities are not traded on any other stock exchange.
 
"Trustee" means an entity appointed by the Company to serve as a trustee and approved by the tax authorities, all subject to the provisions of Section 102(a) of the Ordinance.
 
"Trustee-Track Section 102 options and/or RSUs" means Section 102 Options and/or RSUs granted subject to the provisions of Section 102(b) of the Ordinance and held in trust by a Trustee for the employee.
 
"Vesting Date or Date of Purchase" means, as determined by the Board of Directors, the date from which the Grantee will be entitled to convert or exercise the Options and/or RSUs or part thereof, as set forth in Section 11 of the Plan.
 


Exhibit 4.9

Officeholder Compensation Policy
 
MeaTech 3D Ltd.
 
(the "Company")
 
Background
 
MeaTech 3D Ltd., directly and through its direct and indirect subsidiaries (hereinafter: the "Group") is a public company operating in the food-tech sector.
 
Organizational Structure
 
The Company has a narrow management structure, which is mainly as required by the Companies Law, 1999, including a Chairman of the Board of Directors, Directors and the Group CEO.
 
The Compensation Policy is set out below, aiming to establish and outline principles and guidelines for determining compensation for Company officeholders in a worthy and reasonable manner for their employment in accordance with the provisions of the Companies Law.
 

1.
Compensation Policy Purpose
 
The proposed Compensation Policy is intended to assist in achieving the Company's goals and objectives, its work plans and its long-term policy:
 

1.1
Increasing officeholder motivation to promote the Company's business and long-term profitability;
 

1.2
Structuring the considerations of the relevant Company organs, with respect to determining the terms of office and employment of the Company's officeholders, on the basis of defined principles and parameters, taking into account the size of the Company, the nature of its operations, and its risk management policy; and
 

1.3
Setting parameters for the adequacy of the equivalence between the contribution of the officeholder, in accordance with his/her position in the Company, and the achievement of the Company's objectives and its long-term profitability.
 

2.
Definitions
 
"Companies Law" - the Israeli Companies Law, 1999
 
"Officeholder" - CEO, Chief Business Officer, Deputy CEO, Vice President, holders of all such positions even though their title may be different, as well as a director, or a manager directly subordinate to the CEO.
 
"Active Chairperson" – Active chairperson of the Board of Directors of the Company, who provides management and/or consulting services to the Company.
 
"Terms of Office and Employment" - terms of office or employment of an officeholder, including insurance, indemnification obligations or indemnification under an indemnification permit, and any benefit, other payment or obligation to pay such, provided due to such office or employment.
 

"Fixed Compensation" - in relation to an employee, the cumulative monthly salary for a period of twelve calendar months, including base salary as well as benefits and related conditions, which may include, inter alia, but are not limited to, social contributions to pensions, annuities, severance pay, annual leave, a 13th salary (if the Company pays such bonuses), vehicle expenses, study fund, disability insurance, employer’s social security contributions, convalescence allowance, sick leave, mobile and home phone, internet services, vacation, clothing, newspaper, holiday gift, as well as grossing up, if any, in respect of these components.
 
In relation to a service provider, fixed compensation, such as a fixed management fee or a fixed consulting fee, plus fixed components, such as vehicle expenses and communications expenses.
 
"Equity Compensation" - as specified in the June 2019 options allocation plan.
 
"Variable Compensation" - Compensation of the officeholder in accordance with the achievement of quantitative targets (fundraising, finding new business opportunities, increasing Company profitability and increasing shareholder equity).
 
"Compensation Regulations" – Israeli Companies Regulations (Rules With Regard to Compensation and Expenses for an External Director) – 2000.
 

3.
Validity and Applicability of the Compensation Policy
 

3.1
This Compensation Policy will apply to officeholders of the Company only and will be valid for three years from the date approved by the general meeting of the Company's shareholders. Changes to the Compensation Policy will be brought for approval in accordance with the law as then applicable. The Company has the right to change the Compensation Policy at any time, in accordance with the provisions of the law.
 

3.2
The various components of the specific Terms of Office and Employment for Company officeholders shall be agreed upon between the Company and the officeholders individually and approved by the competent Company organs in accordance with the provisions of the law and subject to the Compensation Policy.
 

3.3
Compensation for an officeholder within the limits set forth in this Compensation Policy shall not be considered a deviation from the provisions of the Policy, as defined by the Companies Law.
 

3.4
It should be emphasized that the Compensation Policy and the principles and parameters set forth therein do not confer any right on anyone, particularly Company officeholders, employed by the Company and/or by its controlled companies.
 

4.
Supervision and Control of Officeholder Compensation
 

4.1
The Company's Board of Directors is responsible for the Compensation Policy and its implementation and for all necessary actions to that purpose, including the authority to interpret the provisions of the Compensation Policy in any case of doubt as to the manner of its implementation.
 

4.2
Without derogating from the provisions of Section 3.1 above regarding the applicability of the Compensation Policy, the Company's Board of Directors will consider to what degree the Compensation Policy correlates with the objectives set out in Section 1 above, at least once per year, and in particular if there is a material change in circumstances that existed at the time of determination or other considerations, and will act to update the Policy as needed.
 


4.3
Without derogating from the role of the Compensation Committee by law, the Compensation Committee will oversee the proper implementation of the Compensation Policy, in order to ensure that it is implemented in accordance with the Compensation Policy objectives, principles and parameters set therein.
 

4.4
The Company's Board of Directors shall periodically, but at least once a year, review the Company's continued engagement in relation to the Terms of Office and Employment of the Company's officeholders, taking into account the principles of the Compensation Policy and the need to make changes in such engagements.
 

5.
Guiding Principles for Examining and Determining Terms of Service and Employment for Company Officeholders
 
In the context of the considerations that will be examined from time to time when determining compensation for a Company officeholder, the organs responsible for considering and approving the said compensation will consider, inter alia, the following considerations:
 

5.1
Economic Considerations
 
In the framework of considerations for determining the personal compensation of each officeholder, the Company shall take into account, inter alia, the following considerations:
 

Promoting the Company's long-term goals, work plans and policies;
 

Ensuring fair compensation for officeholders, in order to strengthen the bond with them and incentivize them to be partners in the Company’s success; and
 

The salary alternatives offered in the market for a person with the same or similar qualifications of the officeholder in question, and the Company's capabilities to retain existing personnel and competitively recruit new personnel.
 

5.2
Unique Company Considerations
 
When determining the Terms of Office and Employment of the officeholder, the responsible organs will take into consideration the Company's overall risk profile and general corporate objectives, as detailed below:
 

Maintaining the Company’s financial strength, while improving and expanding the scope of its operations, where possible;
 

The need for high-quality personnel with experience in the Company's operations to ensure the Company's achievement of its assignments;
 

Ensuring adequate compensation to assist in retaining existing Company officeholders and recruiting new high-quality officeholders; and
 

Maintaining transparency and fairness to the Company's shareholders and other securities holders.
 


5.3
Officeholder's Details and Suitability for Position
 
The Company will examine the officeholder's personal details, including the following considerations, where relevant:
 

Suitability to the requirements of the job and its responsibilities;
 

His/her education, professional skills and expertise, as required;
 

His/her experience, relevant professional achievements, both in the current and previous positions in the Company and/or its controlled corporations and/or elsewhere; and
 

His/her expected contribution to advancing the Company’s interests.
 

6.
Overall Compensation Limits and Structure
 
The structure of the compensation framework for company officeholders may, but does not have to, include one or more of the following compensation components:
 

A)
Base salary or Fixed Compensation;

B)
Benefits and ancillary terms;

C)
Insurance and indemnity undertakings and indemnity by permit for an officeholder's liability;

D)
Equity Compensation; and

E)
Variable Compensation.
 

6.1
Fixed Compensation
 
The Fixed Compensation set forth below refers to Terms of Office and Employment of an officeholder, including an Active Chairperson, but not including other directors.
 
Terms of office for other Company directors are detailed in Section 10 below.
 

6.1.1
Fixed Compensation Determination Considerations
 
The Fixed Compensation is the monthly salary (in annual terms) or the regular compensation paid to or for the officeholder on a regular basis, plus benefits and ancillary conditions, as set out in Section 6.1.4 below, for the time he/she invests in performing his/her duties for the Company and for day-to-day job duties. The Fixed Compensation shall be determined in accordance with the considerations and officeholder’s details as set out in Section 5 above, taking into account prevailing labor market conditions and those of the Company, and with regard to benefits and ancillary conditions, in compliance with the provisions of applicable employment law.
 

6.1.2
General Conditions
 
The Fixed Compensation, including benefits and ancillary conditions, will be approved before the employment of the officeholder in the relevant period or shortly after its commencement.
 

6.1.3
Fixed Compensation Limits
 
Following is the Fixed Compensation limits for officeholders on a full-time basis, in terms of gross monthly salary for a full-time annual position:
 
Active Chairperson: up to USD 450,000;
 
CEO: up to USD 450,000; and
 
Managers directly subordinate to the CEO: up to USD 375,000.
 


6.1.4
Benefits and Ancillary conditions
 
The following is a list of the conditions and ancillary benefits that the Company may, but does not have to, grant to the officeholders of the Company, including an Active Chairperson, but not including other directors, subject to employment agreements specifically agreed with each officeholder:
 
Pension Benefits - An officeholder employed by the Company is entitled to pension benefits as required by law or practice in his/her place of residence.
 
Severance Pay - The officeholder employed by the Company will be entitled to severance pay as required by law or practice in his/her place of residence.
 
Health Insurance.
 
Annual Leave - In relation to the officeholders employed by the Company as employees, the annual leave days shall be as agreed with the Company officeholders and as per Company practice, and in any case no less than the provisions of the law.
 
Sick Leave - Officeholders employed by the Company as employees will be entitled to be absent from work due to illness according to Company practice and in any case not less than the number of days of absence permitted by law, while receiving full payment from their first day of absence.
 
Vehicle - The Company will be entitled to make a vehicle available to the Company's officeholders and/or to bear its maintenance expenses. Grossing up the value of the benefit, if and to the extent that it is granted, will be done at the Company's discretion and the terms of employment of the officeholder.
 
Communications - the Company may make available to the Company's officeholders a cellular phone and/or landline phone and/or laptop computer and/or Internet access services.
 
With respect to the needs of the officeholder for the purpose of performing his/her job, reimbursement of position-related expenses, including travel expenses - abroad and in Israel, lodging and per diem, which have been paid by the Company officeholder in the framework of, and for the purposes of, the discharge of his/her duties, against presentation of invoices and subject to Company procedures, if any.
 
It should be emphasized that the above terms do not constitute an exhaustive list, but rather reflect the primary ancillary terms practiced in the Company.
 

6.2
Variable Compensation
 
The components of Variable Compensation are designed to achieve a number of goals:
 

Conditioning some officeholder compensation upon achieving business goals and objectives which will bring value to the Company's shareholders over the long term, and create a common interest for officeholders and shareholders; and
 

Increasing officeholder motivation to achieve Company goals over time.
 


6.2.1
Short-Term Variable Compensation - Annual Grant
 
The Company's officeholders will be entitled to an annual grant, based on an annual grant plan which will be submitted for approval to the Compensation Committee and the Board of Directors.
 

6.2.2
Principles
 
Annual grants to officeholders will be calculated according to an annual grants program, subject to approval by the Compensation Committee and Board of Directors. The grants program will be determined annually at the beginning of each year, prior to the publication of the Company's annual report, so that eligibility for compensation under the annual grants program will be for meeting targets/results of the current year.
 
An annual grants program will include the following:
 

Defining the target grant - a grant paid for meeting pre-defined milestones for each officeholder - in terms of multiples of the monthly salary. The scope of the target grant will not exceed the maximum grant listed in the table below.
 

The target grant will not exceed the maximum grant limit in terms of salary months listed in the table below:
 
Rank
Maximum Grant (by number of salary months)
CEO
6 months
Other officeholder
4 months
 

For the avoidance of doubt, this Compensation Policy does not preclude a decision at any time regarding the provision of ad hoc compensation up to the amount of two monthly salaries. It is hereby clarified that the total discretionary grant to be paid to a Company officeholder shall not cumulatively exceed three months' salary.
 

Beyond the target grant, the Company may determine an overachievement grant (in terms of monthly salary multiples), which, together with the target grant, will not exceed the maximum grant scope specified in the table above by more than one month’s salary, which will be paid to an officeholder who has achieved significantly higher results from those set.
 

The indices according to which the grant will be calculated for each officeholder and their relative weights: The indices will include Company indices, personal indices and manager's assessment. Officeholders' performance will be assessed on a long-term basis, including at least one calendar year. Where an officer has been employed by the Company for less than a full calendar year, the calculation of the grant will be made on a pro rata basis. Employees who joined the company after September 30 will not be eligible for a grant for that calendar year.
 

Personal indices will include measurable components that are directly affected by the activities of each officeholder or those of the department of which he/she is in charge.
 

The manager's evaluation will be performed on the basis of qualitative indices of the Compensation Committee and the Board of Directors (in relation to an active chairman and CEO) and of the CEO (in relation to subordinate officers), taking into account the contribution of the officer to the company and its performance in the financial year for which the grant is awarded. The manager's evaluation will be weighted as part of the total percentage of target achievement, at 10%-20%.
 

For the avoidance of doubt it is hereby clarified that the total discretionary Variable Compensation, for example manager’s evaluation and ad hoc grants, will not cumulatively exceed 25% of the annual salary for the relevant officeholder.

 

6.2.3
Determination of Grant Budget
 
The total annual budget for company officeholder grants will be determined by the maximum amount of grants for all officeholders. The amount of the grant to be distributed in practice each year will be calculated according to the degree of compliance with pre-defined milestones, and the manager’s evaluation.
 
At the end of each year, the degree of compliance with personal, annual and multi-year goals of each officeholder will be calculated.
 
A limit will be set that will constitute the amount of the grant to be paid, in an amount not to exceed the maximum grant amount, which will be paid for achieving pre-defined milestones.
 

6.2.4
Actual Grant Approval Process
 
Actual officeholder grants will be presented for the approval of the Compensation Committee and the Board of Directors immediately after the approval of the Company's financial statements for the year for which the grant is to be paid.
 
The Compensation Committee and the Board of Directors will be entitled to adjust the amount of an annual grant to an officeholder at their discretion, taking into account the following factors:
 

The degree of the officeholder's contribution to the development of the Company's business beyond his/her specific responsibility;
 

The quality and speed of the officeholder's response to crises and unexpected events; and
 

The officeholder’s overall managerial performance, motivating employees and leadership.
 
Annual officeholder grants, as approved by the Compensation Committee and the Board of Directors, shall be paid to officeholders together with the first salary paid after the approval of the annual grants by the Board.
 

6.2.5
Possibility of Reimbursement of Sums From a Grant Paid to Officeholders
 
At the time of payment of the grant, the officeholders will sign an undertaking to return the amount of the grant or part of it to the Company, should it become clear in the future that the grant was calculated based on data that turned out to be incorrect and re-stated during the course of the four annual financial statements following the approval of the grant.
 


6.2.6
Short-Term Variable Compensation - Commissions
 
Officeholders may be entitled to commissions for transactions in the framework of which they mediate between the Company and/or its direct or indirect subsidiary, and investors. The commission plan will be determined by the Company's CEO and submitted for approval to the Compensation Committee and the Board of Directors.
 

6.3
Long-Term Variable Compensation - Equity Compensation
 
As part of the overall officeholder compensation package in public companies, it is standard to offer a component of equity compensation aimed at twinning the interests of officeholders and Company shareholders. The long-term nature of equity compensation plans supports the Company's ability to retain its senior executives for a long period of time. In view of the benefits inherent in equity compensation plans, the Company will offer its officeholders and those of its subsidiaries to participate in the equity compensation plan according to the rules set out below:
 

6.3.1
The Equity Compensation Tool
 
Subject to the approval of the Compensation Committee and the Board of Directors, the Company will include officeholders (including directors) as participants in the plan to allocate options and/or restricted share units (RSUs) for Company shares. The options plan will be defined and implemented so that it meets the requirements of all the relevant provisions of the laws in the countries where officeholders are employed. In Israel, the plan will, as far as possible, comply with the provisions of Section 102 of the Income Tax Ordinance.
 
The plan to be approved will include the following details:
 

Maximum number of options and/or RSUs to be allocated and the dilution percentage resulting from this allocation;
 

The exercise price of the options and/or RSUs - the exercise price will be determined by the Company's Board of Directors.
 

The vesting period of the options and/or RSUs - the options and/or RSUs will vest in tranches, over a period that will be no less than three years until full vesting, except as stated below in case of acceleration due to departure from the Company or change of ownership. For an initial grant to an office holder, the vesting period can commence from the date of commencement of employment or the date of appointment, even if the grant was approved after this date;
 

The possibility of conditioning some or all of the vesting of the options and/or RSUs, of some officeholders, upon the achievement of targets to be determined at the time of allocation;
 


Expiration date of the options and/or RSUs - this date shall be no earlier than one year after the vesting of the last tranche but not more than 10 years from the date of allocation;
 

Terms upon leaving the Company (due to dismissal, resignation and death or disability) and a change of ownership; and
 

The exercise price of options will be at Fair Market Value at the date of Board approval of the grant to the relevant officeholder. The above provision shall not apply to RSUs.
 

6.3.2
Allocation
 
In accordance with the approval of the Compensation Committee, the Board of Directors and the General Meeting, to the extent that its approval is required, the Company's officeholders will be allocated options and/or RSUs for the Company's shares in accordance with the Company's options plans. When a new officeholder joins the Company during the period of an existing options plan, he/she may be allocated options from the pool not yet allocated under the plan, all with the approval of the Compensation Committee and the Company's Board of Directors (and general meeting, if required).
 

6.3.3
Exercise
 
Upon vesting of each tranche from the allocation of options and/or RSUs of an officeholder, each officeholder will be entitled to exercise the vested options and/or RSUs units.
 

7.
Variable Compensation to Fixed Compensation Ratio
 
The total Variable Compensation and Equity Compensation shall not exceed 300% of the annual Fixed Compensation.
 

8.
Exculpation, Indemnity and Insurance
 
In accordance with the Company's Articles of Association, officeholders shall be entitled to exculpation, indemnification and liability insurance, if and to the extent approved by the Company as required by law and on the terms and scope approved by the Company. In this regard, the Company may approve the inclusion of controlling parties, as may serve in the Company from time to time, in the insurance policy of directors and officers of the company, provided that the policy is approved within the following limits: an annual premium of up to $2,000,000 and coverage per incident and period of up to $50 million.
 
The Company may also enter into agreements with officers and directors in exculpation and/or indemnification agreements, which shall stipulate that the total scope of the indemnification shall be in accordance with the limits set forth in the Articles of Association of the Company. Exculpations will not apply in the event of a breach of the duty of care in a decision or transaction in which the controlling shareholder or any Company officeholder has a personal interest (including officeholders other than the one receiving exculpation).
 


9.
Terms of Termination of Office
 
Prior Notice - Without derogating from the provisions of the law, Company officeholders will be entitled to a notice period of up to six months, and the CEO will be entitled to a notice period of up to 12 months, subject to employment agreements. During the notice period, the officeholder will be required to continue to provide services to the Company, unless the Company's Board of Directors (in relation to the CEO) or CEO (in relation to subordinate officers) decides to waive the officeholder’s services during this period, in whole or in part, without infringing on the officeholder’s right to receive compensation to which he/she is entitled under his/her employment agreement.
 
The Company's Board of Directors will consider the length of the prior notice of an officeholder in the Company, inter alia, according to the type of position that the officeholder holds in the Company and its importance.
 

10.
Compensation of the Board of Directors
 

10.1
An active director shall be entitled to Terms of Office and Employment in accordance with Section 6 above, as specified in relation to an "Other Officeholder".
 

10.2
Directors of the company will be entitled to a fixed annual remuneration which will be paid quarterly in arrears, in amounts to be determined from time to time by the shareholders in an amount no greater than $50,000 per year.
 

10.3
Company directors may be entitled to the D&O liability insurance, exculpation and indemnity agreements as set forth in Section 8 above.
 



Exhibit 12.1
 
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Arik Kaufman, certify that:
 
1.       I have reviewed this annual report on Form 20-F of MeaTech 3D Ltd. (the “Company”);
 
2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.       Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report;
 
4.       The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a.       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.       Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
 
d.       Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
 
5.       The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Company’s audit committee of the Company's board of directors (or persons performing the equivalent functions):
 
a.       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial information; and
 
b.       Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
 
Date: March 24, 2022
 
/s/ Arik Kaufman
 
Arik Kaufman
Chief Executive Officer
MeaTech 3D Ltd.
 

 


Exhibit 12.2
 
 
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Guy Izhak Hefer, certify that:
 
1.       I have reviewed this annual report on Form 20-F of MeaTech 3D Ltd. (the “Company”);
 
2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.       Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report;
 
4.       The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
 
a.       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.       Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
 
d.       Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
 
5.       The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Company’s audit committee of the Company's board of directors (or persons performing the equivalent functions):
 
a.       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial information; and
 
b.       Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
 
Date: March 24, 2022
 
/s/ Guy Izhak Hefer
 
Guy Izhak Hefer
Chief Financial Officer
MeaTech 3D Ltd.
 



Exhibit 13.1
 
 
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of MeaTech 3D Ltd. (the “Company”) hereby certifies, to such officer’s knowledge that:
 
1.       The accompanying Annual Report on Form 20-F of the Company for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
 
2.       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: March 24, 2022
 
/s/ Arik Kaufman
 
Arik Kaufman
Chief Executive Officer
MeaTech 3D Ltd.
 
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference to any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
 


Exhibit 13.2
 
 
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of MeaTech 3D Ltd. (the “Company”) hereby certifies, to such officer’s knowledge that:
 
1.       The accompanying Annual Report on Form 20-F of the Company for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
 
2.       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: March 24, 2022
 
/s/ Guy Izhak Hefer
 
Guy Izhak Hefer
Chief Financial Officer
MeaTech 3D Ltd.
 
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference to any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 



Exhibit 15.1

 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the registration statement (No. 333-255419) on Form S-8 of our report dated March 24, 2022, with respect to the consolidated financial statements of MeaTech 3D Ltd.

/s/ Somekh Chaikin
Somekh Chaikin
Member Firm of KPMG International

Tel Aviv, Israel
March 24, 2022