Steakholder Foods Ltd. (Form: 6-K, Received: 08/24/2022 16:18:02)

Exhibit 99.1

Steakholder Foods Ltd. (formerly known as MeaTech 3D Ltd.)

Unaudited Consolidated Interim Financial Statements As At June 30, 2022

Financial Information of Steakholder Foods Ltd.	Page

Contents:
Unaudited Condensed consolidated interim statements of financial position	F-2
Unaudited Condensed consolidated interim statement of Income and of Comprehensive Loss	F-3
Unaudited Condensed consolidated interim statements of changes in equity	F-5
Unaudited Condensed consolidated interim statements of cash flows	F-6
Notes to the condensed consolidated interim financial statements	F-7

Unaudited Condensed consolidated interim statements of financial position

		June 30			June 30			December 31
		2022			2021			2021
		USD thousands			USD thousands			USD thousands
Current assets

Cash and cash equivalents	4		8,434			30,637			19,176
Other investment			137			147			154
Receivables	5		2,237			1,174			2,782
Total current assets			10,808			31,958			22,112

Non-current assets

Restricted deposits			380			388			405
Other investment			1,209			1,264			1,355
Right-of-use asset	15		3,612			306			407
Intangible assets			12,360			9,930			13,453
Fixed assets, net			4,653			2,206			2,922

Total non-current assets			22,214			14,094			18,542

Total Assets			33,022			46,052			40,654

Current liabilities

Trade payables			779			359			382
Other payables	6		2,174			1,573			2,239
Current maturities of lease liabilities	15		428			210			165

Total current liabilities			3,381			2,142			2,786

Non-current liabilities

Long-term lease liabilities	15		3,247			102			246

Total non-current liabilities			3,247			102			246

Capital

Share capital and premium on shares			70,476			65,283			69,610
Capital reserves			3,943			4,383			3,708
Currency translation differences reserve			(1,898	)		857			1,275
Accumulated deficit			(46,127	)		(26,715	)		(36,971	)

Total capital			26,394			43,808			37,622
Total liabilities and capital			33,022			46,052			40,654

F - 2

Unaudited Condensed consolidated interim of Income and of Comprehensive Loss

		Six months ended June 30,			Six months ended June 30,			Year ended December 31,
		2022			2021			2021
		USD thousands, except share data			USD thousands, except share data			USD thousands, except share data

Research and development expenses	9		4,427			2,910			7,594
Marketing expenses	10		1,959			605			1,628
General and administrative expenses	11		3,687			4,159			8,010
Operating loss			10,073			7,674			17,232

Financing income	12		(1,062	)		(401	)		(509	)
Financing expenses			145			493			1,299
Total financing (income) expenses			(917	)		92			790

Loss for the period			9,156			7,766			18,022

Currency translation differences loss (income) that might be transferred to profit or loss over ILS			2,326			(293	)		(1,942	)
Currency translation differences loss (income) that might be transferred to profit or loss over EUR			847			216			1,447

Total comprehensive loss for the period			12,329			7,689			17,527

Loss per ordinary share, no par value (USD)
Basic and diluted loss per share (USD)			0.072			0.072			0.155

Weighted-average number of shares outstanding - basic and diluted (shares)			126,385,924			107,189,837			115,954,501

F - 3

Unaudited Condensed consolidated interim of Income and of Comprehensive Loss

		Three months ended June 30,			Three months ended June 30,
		2022			2021
		USD thousands, except share data			USD thousands, except share data

Research and development expenses	9		2,285			1,783
Marketing expenses	10		908			285
General and administrative expenses	11		1,569			1,399
Operating loss			4,762			3,467

Financing income	12		(678	)		(24	)
Financing expenses			85			664
Total financing (income) expenses			(593	)		640

Loss for the period			4,169			4,107

Currency translation differences loss (income) that might be transferred to profit or loss over ILS			1,811			(898	)
Currency translation differences loss (income) that might be transferred to profit or loss over EUR			600			33

Total comprehensive loss for the period			6,580			3,242

Loss per ordinary share, no par value (USD)
Basic and diluted loss per share (USD)			0.033			0.033

Weighted-average number of shares outstanding - basic and diluted (shares)			126,533,200			123,665,142

F - 4

Unaudited Condensed consolidated interim statements of changes in equity

	Premium and Capital Share		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, 2022		69,610		(334	)		14		1,275			4,028			(36,971	)		37,622

Share-based payments		-		-			-		-			1,048			-			1,048
Exercise of options		866		-			-		-			(813	)		-			53
Other comprehensive income (loss)		-		-			-		(3,173	)		-			-			(3,173	)
Loss for the period		-		-			-		-			-			(9,156	)		(9,156	)

Balance as at June 30, 2022		70,476		(334	)		14		(1,898	)		4,263			(46,127	)		26,394

Balance as at January 1, 2021		30,481		(334	)		14		780			3,639			(18,949	)		15,631

Share-Based Payment		-		-			-		-			2,313			-			2,313
Issuance of shares and warrants, net		30,357		-			-		-			-			-			30,357
Exercise of options		4,445		-			-		-			(1,249	)		-			3,196
Other comprehensive income (loss)		-		-			-		77			-			-			77
Loss for the period		-		-			-		-			-			(7,766	)		(7,766	)

Balance as at June 30, 2021		65,283		(334	)		14		857			4,703			(26,715	)		43,808


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 (loss)	-	-		-	495	-		-		495
Loss for the period	-	-		-	-	-		(18,022	)	(18,022	)

Balance as at December 31, 2021	69,610	(334	)	14	1,275	4,028		(36,971	)	37,622

F - 5

Unaudited Condensed consolidated interim statements of cash flows

	Six months ended June 30, 2022			Six months ended June 30, 2021*			Year ended December 31, 2021
	USD thousands			USD thousands			USD thousands
Cash flows - operating activities
Net Loss for the period		(9,156	)		(7,766	)		(18,022	)

Adjustments:
Depreciation and amortization		722			278			680
Change in fair value of derivative		-			(311	)		(316	)
Change in fair value of other investment		(80	)		(90	)		(193	)
Changes in net foreign exchange expenses		(982	)		485			1,279
Expenses of interest over liability of lease		137			1			9
Share-based payment expenses		1,048			2,313			3,965
Changes in asset and liability items:
Decrease (increase) in receivables		257			(782	)		(2,351	)
Increase (decrease) in trade payables		224			3			(97	)
Increase (decrease) in other payables		382			821			1,095
Net cash from (used in) operating activities		(7,448	)		(5,048	)		(13,951	)

Cash flows - investment activities
Acquisition of fixed assets		(2,341	)		(902	)		(1,828	)
Increase in restricted deposit		(20	)		(337	)		(337	)
Loan provided		-			(367	)		(367	)
Proceeds on account of other investment*		73			73			149
Acquisition of other investments, net of cash acquired		(188	)		(4,848	)		(6,808	)

Net cash used in investing activities		(2,476	)		(6,381	)		(9,191	)

Cash flows - financing activities
Proceeds from issuance of shares and warrants		-			29,281			29,281
Issuance costs		-			(3,283	)		(3,283	)
Repayment of liability for lease		(230	)		(134	)		(346	)
Repayment of interest over liability of lease		(137	)		(1	)		(9	)
Proceeds from exercise of share options		53			3,196			3,222

Net cash from financing activities		(314	)		29,059			28,865

Increase in cash and cash equivalents		(10,238	)		17,630			5,723
Effect of exchange differences on cash and cash equivalents		(504	)		(549	)		(103	)
Cash and cash equivalents at the beginning of the period:		19,176			13,556			13,556

Cash balance and cash equivalents at end of period		8,434			30,637			19,176

Non-cash activities
Purchase of fixed assets yet to be paid		237			21			57
Issue of shares and options against intangible asset		-			4,359			6,332

*Reclassified

F - 6

Note 1 – General

Steakholder Foods Ltd. (formerly Ophectra Real Estate and Investments Ltd., Meat-Tech 3D Ltd. and MeaTech 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). In March 2021, the Company completed an initial public offering on the Nasdaq Capital Market, listing American Depositary Shares (ADSs) for trade under the ticker STKH, and later voluntarily de-listed its ordinary shares from the TASE. The Company’s official address is 5 David Fikes St., Rehovot, Israel. In August 2022, the Company changed its name from MeaTech 3D Ltd. to Steakholder Foods Ltd.

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

Since inception the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of USD 46.1 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 June 30, 2022, management is of the opinion that its existing cash will be sufficient to fund operations until Q2 2023. 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.

Definitions:

In these financial statements:

	(1)	The Company - Steakholder Foods Ltd.

	(2)	The Group – The Company and its subsidiaries, Steakholder Innovation Ltd. (formerly known as MeaTech Ltd.), Steakholder Foods Europe BV, Peace of Meat BV (hereafter “Peace Of Meat”) and Steakholder Foods USA, Inc.

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

	(4)	USD - United States Dollar

	(5)	NIS – New Israeli Shekel

	(6)	EUR – Euro

	(7)	ADS – American Depositary Shares

	(8)	GBP - British pound sterling

F - 7

Note 2 – Basis of preparation of the Financial Statements

Statement of compliance with IFRS

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

The interim condensed consolidated financial statements were approved by the Company’s Board of Directors on August 24, 2022.

The main accounting policy and calculation methods applied in the preparation of these Consolidated Interim Financial Statements are consistent with those applied in the preparation of the annual financial statements of the year 2021.

Use of estimates and judgments

The preparation of these interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments for preparing the assessments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. It should be clarified that actual results may differ from such estimates.

The judgments made by management, when applying the Group’s accounting policies and the key assumptions used in assessments that involve uncertainty, are consistent with those applied in the preparation of the Annual Financial Statements.

Functional currency and presentation currency

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

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

Currency	USD - ILS				USD - EUR
	2022		2021		2022		2021
June 30		3.500		3.260		0.962		0.841
Average for six months ended June 30		3.272		3.265		0.915		0.830
Average for three months ended June 30		3.341		3.265		0.938		0.830
December 31		-		3.110		-		0.883
Average for twelve months ended December 31		-		3.230		-		0.845

Note 3 – Material Events in the reporting period

In January 2022, Messrs. Steven Lavin, Daniel Ayalon, Sharon Fima and Omri Schanin stepped down as directors of the Company, and Mr. Fima also resigned as Chief Executive Officer and Chief Technology Officer. At that time, Mr. Yaron Kaiser was appointed to the Board as its Chairman, and Mr. Arik Kaufman was appointed as the Company’s Chief Executive Officer. In April 2022, Mr. Schanin resigned as Deputy Chief Executive Officer.

In March 2022, the Company’s headquarters were relocated to new, more spacious premises with state-of-the-art laboratories in Rehovot, Israel. The new space, allows the Company to enhance its cultured meat research and development, including three-dimensional bioprinting technology, and to continue growing its biology and engineering teams.

For more information, see Note 15.

F - 8

Note 4 – Cash and Cash Equivalents

	June 30		June 30		December 31
	2022		2021		2021
	USD thousands		USD thousands		USD thousands

Cash in USD		4,260		22,756		15,596
Cash in NIS		3,059		6,225		1,688
Cash in Euro		1,110		1,656		1,892
Cash in GBP		5		-		-
Total cash and cash equivalents		8,434		30,637		19,176

Note 5 – Receivables

	June 30		June 30		December 31
	2022		2021		2021
	USD thousands		USD thousands		USD thousands

Institutions		320		548		301
Prepaid expenses		854		605		743
Other		1,063		21		1,738
		2,237		1,174		2,782

Note 6 – Other Payables

	June 30		June 30		December 31
	2022		2021		2021
	USD thousands		USD thousands		USD thousands

Accrued expenses		626		513		459
Employee benefits		1,081		532		1,122
Provision - see note 13 (a)		200		217		217
Subsidiary government grant advances		252		311		218
Others		15		-		223
		2,174		1,573		2,239

F - 9

Note 7 – Capital and Reserves

	Thousands of Ordinary Shares
	June 30, 2022

Issued and paid-in share capital as at the beginning of the period		125,770
Exercise of share options during the period – Share-Based Payment-related		589
Issued not - for cash during the period*		176
Issued and paid-in share capital as at June 30		126,535

Authorized share capital		1,000,000

*Allocated to POM founders as part of original SPA

Note 8 – Share-based payments

New allotments during the six-month period ended June 30, 2022 that remain outstanding are set out below. 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 CEO and Chairman on March 15, 2022	Options exercisable for ordinary shares	850	12 quarterly tranches	4 years

Options awarded to employees of the Company and subsidiaries on March 24, 2022	Options exercisable for ordinary shares	775	1/3 after one year and the balance in 8 quarterly tranches	4 years

Options awarded to employees of the Company on June 10, 2022	Options exercisable for ordinary shares	2,180	1/3 after one year and the balance in 8 quarterly tranches	4 years

Total options exercisable into shares		3,805

F - 10

Note 8 – Share-based payments (Cont.)

The fair value at the dates the options 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
Fair value at date awarded		USD 1,107 thousand

Parameters taken into account in the fair value calculation:
Share price (USD at date awarded)		0.43-0.51
Exercise price (USD unlinked)		0.40-0.52
Expected volatility (weighted average)		94.87%-100.74%
Contractual term		4 years
Risk-free interest rate		2.03%-3.24%
Expected rate of dividend		0%

The expected volatility (standard deviation) was determined on the basis of share price volatility in similar companies, due to the Company’s limited historic share price performance since the date of the merger in January 2020 described in Note 1A above. The estimated Contractual Term of the options is the full contractual life of the option. The risk-free interest rate was based on US bonds, with time to maturity equivalent to the expected useful life of the options. Share price was used according to quoted share prices on Nasdaq.

The total expense over the six and three months ended June 30, 2022, amounted to approximately USD 1.0 million (NIS 3.4 million) and USD 0.3 million (NIS 1.0 million), respectively.

F - 11

Note 9 – Research and Development Expenses

	Six months ended June 30,		Six months ended June 30,		Year ended December 31,
	2022		2021		2021
	USD thousands		USD thousands		USD thousands

Salaries, wages and related expenses⁽¹⁾		2,356		1,354		3,425
Share-based payment⁽¹⁾		218		463		911
Materials		689		514		1,875
Professional services		315		132		403
Maintenance, office and software fees		197		79		145
Depreciation and amortization		468		174		400
D&O insurance		112		119		332
Others		72		75		103
Total Research and Development Expenses		4,427		2,910		7,594

(1) Including expenses in respect of related parties - see Note 14.

	Three months ended June 30,		Three months ended June 30,
	2022		2021
	USD thousands		USD thousands

Salaries, wages and related expenses⁽¹⁾		1,206		830
Share-based payment⁽¹⁾		193		200
Materials		295		342
Professional services		190		86
Maintenance, office and software fees		78		42
Depreciation and amortization		250		149
D&O insurance		32		66
Others		41		68
Total Research and Development Expenses		2,285		1,783

(1) Including expenses in respect of related parties - see Note 14.

F - 12

Note 10 – Marketing Expenses

	Six months ended June 30,		Six months ended June 30,		Year ended December 31,
	2022		2021		2021
	USD thousands		USD thousands		USD thousands

Salaries, wages and related expenses⁽¹⁾		445		243		494
Share-based payment⁽¹⁾		528		76		570
PR and advertisement		817		269		507
Maintenance, office and software fees		41		7		22
Depreciation and amortization		54		5		17
D&O insurance		43		0		-
Others		31		5		18
Total Marketing Expenses		1,959		605		1,628

(1) Including expenses in respect of related parties - see Note 14.

	Three months ended June 30,		Three months ended June 30,
	2022		2021
	USD thousands		USD thousands

Salaries, wages and related expenses⁽¹⁾		235		120
Share-based payment⁽¹⁾		71		27
PR and advertisement		523		127
Maintenance, office and software fees		14		3
Depreciation and amortization		23		7
D&O insurance		18		-
Others		24		1
Total Marketing Expenses		908		285

(1) Including expenses in respect of related parties - see Note 14.

F - 13

Note 11 – General and Administrative Expenses

	Six months ended June 30,		Six months ended June 30,		Year ended December 31,
	2022		2021		2021
	USD thousands		USD thousands		USD thousands

Salaries, wages and related expenses⁽¹⁾		969		556		1,328
Share-based payment⁽¹⁾		302		1,774		2,484
Legal and professional services⁽¹⁾		1,096		739		1,499
D&O insurance		665		680		1,837
Corporate costs		111		227		343
Maintenance, office and software fees		172		54		149
Depreciation and amortization		190		97		263
Others		182		32		107
Total General and Administrative Expenses		3,687		4,159		8,010

(1) Including expenses in respect of related parties - see Note 14.

	Three months ended June 30,		Three months ended June 30,
	2022		2021
	USD thousands		USD thousands

Salaries, wages and related expenses⁽¹⁾		494		227
Share-based payment⁽¹⁾		75		208
Legal and professional services⁽¹⁾		469		155
D&O insurance		203		565
Corporate costs		64		135
Maintenance, office and software fees		79		20
Depreciation and amortization		88		78
Others		97		11
Total General and Administrative Expenses		1,569		1,399

(1) Including expenses in respect of related parties - see Note 14.

F - 14

Note 12 – Financing Income and Expenses

	Six months ended June 30,			Six months ended June 30,		Year ended December 31,
	2022			2021		2021
	USD thousands			USD thousands		USD thousands
Financial Income
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss		80			401		509
Net foreign exchange income		982			-		-
Total Financial Income		1,062			401		509

Financial Expenses
Net foreign exchange loss		-			485		1,279
Interest expense on lease liabilities		137			1		9
Bank interest and commission expenses		8			7		11
Total Financial Expenses		145			493		1,299

Net financing expenses (income) recognized in profit or loss		(917	)		92		790


	Three months ended June 30,			Three months ended June 30,
	2022			2021
	USD thousands			USD thousands
Financial Income
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss⁽¹⁾		36			24
Net foreign exchange income		642			-
Total Financial Income		678			24

Financial Expenses
Net foreign exchange loss		-			659
Interest expense on lease liabilities		81			-
Bank interest and commission expenses		4			5
Total Financial Expenses		85			664

Net financing expenses (income) recognized in profit or loss		(593	)		640

F - 15

Note 13 – 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.

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. Similar proceedings were initiated with several other companies where the verdict, as of now, is that the companies are not to be held liable to the claims. There for, the Company initiated procedures to try and reclaim its innocence. As of now, due to lack of certainty, the Company keeps its provision stated above.

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

F - 16

Note 14 – Related and Interested Parties

Balances with related parties

Six months

ended

Six months

ended

Year ended

June 30,

December 31,

2022

2021

USD thousands

Trade and other payables

165

106

261

Expense amounts with respect to related parties

	Period ended June 30,		Period ended June 30,		Year ended December 31,
	2022		2021		2021
	USD thousands		USD thousands		USD thousands
General and administrative expenses
Salaries, wages and related expenses		307		242		588
Legal and professional services		222		135		301
Share-based payments		375		309		777

Sales and Marketing expenses
Salaries, wages and related expenses		52		-		-
Professional services		17		-		-
Share-based payments		185		-		-

Research & Development expenses
Salaries, wages and related		133		138		338
Share-based payments		10		41		66

Key Management Personnel

The Company recognizes three key management personnel as related parties, namely Mr. Arik Kaufman – Chief Executive Officer (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. In addition, Mr. Omri Schanin served as Deputy Chief Executive Officer until April 2022.

The CEO has been employed by the Company since January 24, 2022. He previously served as a director until May 2020 (including as interim chairman from March 2020) and a consultant of the Company until his appointment as CEO. Mr. Kaufman is entitled to a gross annual salary of NIS 0.6 million (USD 0.2 million), an annual bonus based primarily on milestone achievement, generally accepted social benefit contributions for senior executives and domestic travel expenses. Mr. Kaufman has also received options valued at an aggregate of NIS 0.46 million (USD 0.14 million) to be recognized over a three-year vesting period commencing in 2022.

F - 17

Note 14 – Related and Interested Parties (Cont.)

Mr. Kaufman is a founding partner of BlueOcean Sustainability Fund, LLC, a Delaware LLC doing business as BlueSoundWaves, led by Ashton Kutcher, Guy Oseary and Effie Epstein, which provides the Company with marketing and promotional, consulting, and partner and investor engagement services in the U.S., in return for which BlueSoundWaves received warrants to purchase ordinary shares, as well as restricted share units, the expenses for which are recognized as share-based payments.

The previous CEO and CTO, who also served as a director, Mr. Sharon Fima, 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. 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 upon his resignation.

The former Deputy CEO, Mr. Omri Schanin, 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. Following his notice of resignation, he no longer serves as Deputy CEO, and his resignation took effect on May 31, 2022. Mr. Schanin was entitled to an annual gross salary of NIS 0.5 million (USD 0.2 million).

The CFO has been employed by the Company since October 18, 2020. Mr. Hefer is entitled to an annual gross salary of NIS 0.5 million (USD 0.2 million). Mr. Hefer has 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 is entitled to an annual gross salary of NIS 0.5 million (USD 0.2 million). Mr. Kozlovski has 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.

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. Yaron Kaiser has served as chairman of the Company’s Board of Directors since January 2022. He previously served as legal counsel to the Company and as a consultant until his appointment as Chairman. Mr. Kaiser is entitled to annual compensation of USD 0.15 million, an annual bonus equal to half the bonus awarded to the CEO, and re-imbursement of travel expenses. Mr. Kaiser is a founding partner of BlueSoundWaves, as described above.

F - 18

Note 14 – Related and Interested Parties (Cont.)

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

Additional non-executive directors are since entitled to annual compensation of USD 0.03 million for their service on the Board of Directors and USD 0.005 million for service on each Board committee, as well as share-based compensation.

Note 15 – Leases

Leases in which the Group is the lessee

Under the office leasing agreement dated May 18, 2021, the Company leased office space and parking spaces, for a monthly fee of USD 51 thousand (NIS 178 thousand) linked to the CPI, including management fees and insurance, for a period of 4 years, with an option to extend the term of the lease by an additional term of 4 years. On February 2022, after receiving the facilities, the Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 3,625 thousand (NIS 12,687 thousand). The incremental interest rate used for estimating the liability is 8.77%.

As part of leasing these new facilities the company decided to terminate its previous leasing agreements in Israel.

Right-of-Use Asset

	USD thousands
Balance as at January 1, 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
Additions during the year		4,127
Terminations during the year		(239	)
Amortization during the year		(281	)
Effect of changes in exchange rates		(402	)
Balance as at June 30, 2022		3,612

F - 19

Note 15 – Leases (cont.)

Maturity analysis of for the Company’s lease liabilities

	June 30,		June 30,		December 31,
	2022		2021		2021
	USD thousands		USD thousands		USD thousands

Up to one year		428		210		165
1-8 years		3,247		102		246
Total		3,675		312		411

Amounts recognized in the statement of operation

	Six months ended June 30,		Six months ended June 30,		Year ended December 31,
	2022		2021		2021
	USD thousands		USD thousands		USD thousands

Amortization of ROU asset		281		131		286
Interest expenses on lease liability		137		1		9

Total amounts paid for leasing of the offices in the period ended June 30, 2022 and December 31, 2021, was USD 367 thousand and USD 355 thousand, respectively.

Note 16 – Subsequent Event

On July 5, 2022, the Company consummated a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of 600,000 American Depositary Shares (“ADSs”), each representing ten (10) ordinary shares of no par value, at a price of $3.50 per ADS, pre-funded warrants to purchase 1,257,143 ADSs at a price of $3.4999 (that were already paid) with an exercise price of $0.0001 per ADS to be paid once exercised, and warrants to purchase 1,857,143 ADSs for five years with an exercise price of $3.50 per ADS. The securities were offered in the framework of a registered direct offering. The gross proceeds were approximately $6.5 million, and the net proceeds were approximately $5.8 million.

F - 20

Exhibit 99.2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read in conjunction with our condensed consolidated interim financial statements and the notes to the financial statements, which are included in this Report of Foreign Private Issuer on Form 6-K. In addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 24, 2022, or the Annual Report, including the consolidated annual financial statements as of December 31, 2021 and their accompanying notes included therein.

Forward-Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains historical information and forward-looking statements concerning Steakholder Foods’ business, operations and financial performance and condition as well as plans, objectives, and expectations for Steakholder Foods’ business operations and financial performance and condition. Any statements that are not historical facts may be deemed to be forward-looking statements. Forward-looking statements reflect Steakholder Foods’ current views with respect to future events and are based on assumptions and subject to known and unknown risks and uncertainties, which change over time, and other factors that may cause Steakholder Foods’ actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan” or words or phases of similar meaning and include, without limitation, Steakholder Foods’ expectations regarding the success of its cultured meat manufacturing technologies it is developing, which will require significant additional work before Steakholder Foods can potentially launch commercial sales; Steakholder Foods’ research and development activities associated with technologies for cultured meat manufacturing, including three-dimensional meat production, which involves a lengthy and complex process; Steakholder Foods’ ability to obtain and enforce its intellectual property rights and to operate its business without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties; and other risks and uncertainties, including those identified in the Annual Report. New risks and uncertainties may emerge from time to time, and it is not possible for Steakholder Foods to predict their occurrence or how they will affect Steakholder Foods. If one or more of the factors affecting Steakholder Foods’ forward-looking information and statements proves incorrect, then Steakholder Foods’ actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this press release. Therefore, Steakholder Foods cautions you not to place undue reliance on its forward-looking information and statements. Steakholder Foods disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

The terms “Steakholder Foods,” “Company,” “we,” “us” or “ours” in this Report of Foreign Private Issuer on Form 6-K refer to Steakholder Foods Ltd. and its subsidiaries, unless the context otherwise requires.

General

We are an international deep-tech food company that initiated activities in 2019 and is listed on the Nasdaq Capital Market under the ticker “STKH”. We maintain facilities in Rehovot, Israel and Antwerp, Belgium and are in the process of expanding activities to the 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 a 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 Steakholder Foods to assist in attempting to accelerate our growth. Mr. Kaufman holds extensive personal experience in the fields of food-tech and bio-tech law, and has led and managed numerous complex commercial negotiations, as part of local and international fundraising, 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.

Recent Developments

In August 2022, we announced a corporate re-branding, in the course of which our name MeaTech 3D Ltd. (Nasdaq: MITC) was changed to Steakholder Foods Ltd. (Nasdaq: STKH), as part of the message that anyone can become a “steakholder” in our mission to develop high-quality real meat that is delicious, nutritious and sustainable.

In July 2022, we consummated a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of 600,000 American Depositary Shares (“ADSs”), each representing ten (10) ordinary shares of no par value, at a price of $3.50 per ADS, pre-funded warrants to purchase 1,257,143 ADSs at a price of $3.4999 with an exercise price of $0.0001 per ADS, and warrants to purchase 1,857,143 ADSs for five years with an exercise price of $3.50 per ADS. The securities were offered in the framework of a registered direct offering. The gross proceeds were approximately $6.5 million, and the net proceeds were approximately $5.8 million.

In May 2022, we announced the development of a novel, multi-nozzle 3D bioprinting system for industrial scale production of complex cultured meat products without impacting cell viability. We plan to offer the technology to third parties via a wholly-owned private subsidiary as a potential additional revenue stream and to accelerate commercialization.

Corporate Information

We were incorporated in May 2018 in Israel as DocoMed Ltd., and originally provided digital health services. In July 2019, we changed our name to MeaTech Ltd., or MeaTech, and commenced our cultured meat technology development operations. In January 2020, MeaTech completed a merger with Ophectra, whereupon the name of Ophectra was changed to Meat-Tech 3D Ltd., MeaTech 3D Ltd. and later Steakholder Foods Ltd. Our principal executive offices are located at 5 David Fikes St., P.O. Box 4061, Rehovot 7638205 Israel. The phone number at our principal executive offices is +972-73-332-2853.

Results of Operations

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Research and Development Expenses. Research and Development expenses increased by 52%, from $2.9 million in the six-month period ended June 30, 2021 to $4.4 million in the six-month period ended June 30, 2022. The increase resulted mainly from our growing investment in research and development as we achieve our milestones and expand our cultured meat technology capabilities.

Marketing Expenses. Marketing expenses increased by 224%, from $0.6 million in the six-month period ended June 30, 2021 to $2.0 million in the six-month period ended June 30, 2022. The increase resulted mainly from increased salary expenses due to team expansion, and growing investment in US and global marketing activities.

General and Administrative Expenses. General and administrative expenses decreased by 11%, from $4.2 million in the six-month period ended June 30, 2021 to $3.7 million in the six-month period ended June 30, 2022. The decrease resulted mainly from decreases in share-based payment expenses.

Net loss. Net loss increased by 18%, from $7.8 million in the six-month period ended June 30, 2021 to $9.2 million in the six-month period ended June 30, 2022. The increase resulted mainly from our growing investment in research and development as well as marketing activities.

Liquidity and Capital Resources

As of June 30, 2022, we had $8.4 million in cash, cash equivalents and short-term bank deposits compared to $19.2 million as of December 31, 2021. The $10.7 million decrease resulted mainly from our ongoing operations. We believe that our current working capital and cash flow from operations are sufficient to meet our operating cash requirements at least until Q2 2023. Subsequent to the balance sheet date, we raised $6.5 million. Pro forma to the capital raise and net of associated fees, the cash position as of June 30, 2022 was $14.2 million.

Net cash used in operating activities

For the six months ended June 30, 2022, we used cash in the amount of $7.4 million in our operating activities, compared to $5.0 million for the six months ended June 30, 2021. The increase resulted mainly from our increasing scope of activities, including the addition of Peace of Meat as a subsidiary as of March 2021.

Net cash used in investing activities

For the six months ended June 30, 2022, we used cash in the amount of $2.5 million in our investing activities, compared to $6.4 million for the six months ended June 30, 2021. The decrease resulted mainly from the purchase of Peace of Meat in 2021.

Net cash provided by financing activities

For the six months ended June 30, 2022, our net outflow cash from financing activities was in the amount of $0.3 million, compared to an inflow in the amount of $29.1 million for the six months ended June 30, 2021. The change resulted mainly from the company’s Nasdaq IPO, which took place in March 2021.

Research and Development, Patents and Licenses, Etc.

There have been no material changes to our research and development activities from those reported under “Item 5.C.—Research and development, patents and licenses, etc.” in the Annual Report.

Critical Accounting Policies and Estimates

There have been no material changes to the significant accounting policies and estimates described in “Item 5.A. —Operating Results” in the Annual Report.

Exhibit No.	Description

99.1	Unaudited Consolidated Interim Financial Statements as at June 30, 2022

99.2	Management's Discussion and Analysis of Financial Condition and Results of Operations

101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Condensed Consolidated Interim Statements of Financial Position, (ii) Unaudited Condensed Consolidated Interim Statement of Income and of Comprehensive Loss, (iii) Unaudited Condensed Consolidated Interim Statements of Changes in Equity, (v) Unaudited Condensed Consolidated Interim Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Interim Financial Statements.

	Steakholder Foods Ltd.

	By:	/s/ Arik Kaufman
		Name: Arik Kaufman
		Title: Chief Executive Officer