Steakholder Foods Ltd. — FY2023 Form 20-F
Reporting period: Fiscal year ended December 31, 2023. This is an annual report, not a standalone fourth-quarter filing; separate Q4 results are not provided. Financial statements are in U.S. dollars and use U.S. GAAP, applied retrospectively to the comparative periods.
Business context
Steakholder Foods is an early-stage food-technology company developing industrial 3D printers and ingredient blends for plant-based meat and seafood analogs, with hybrid cultivated-meat products as a longer-term development area. It reported no revenue from its food-technology operations since inception. Its Belgian subsidiary, Peace of Meat, entered bankruptcy proceedings and was presented as a discontinued operation.
Key financial metrics
| Metric | FY2023 | FY2022 |
|---|---|---|
| Revenue | $0 | $0 |
| Operating expenses / operating loss | $14.178 million | $17.098 million |
| Loss from continuing operations | $15.547 million | $14.533 million |
| Loss from discontinued operations | $1.317 million | $7.326 million |
| Total net loss | $16.864 million | $21.859 million |
| Net cash used in operating activities | $12.727 million | $14.821 million |
| Net cash used in investing activities | $0.764 million | $3.591 million |
| Net cash from financing activities | $11.257 million | $5.899 million |
| Cash and cash equivalents at year-end | $4.248 million | $6.284 million |
At December 31, 2023, total assets were $10.823 million, current assets $4.966 million, current liabilities $2.485 million, total liabilities $4.941 million, and shareholders’ equity $5.882 million. Current assets exceeded current liabilities by approximately $2.481 million. Reported liabilities were principally lease obligations; the filing does not report borrowings or debt securities. Lease liabilities totaled $2.811 million, including $0.355 million current and $2.456 million non-current. Gross margin is not meaningful because the company had no revenue.
Changes versus the prior year
- Total net loss narrowed by $4.995 million, mainly because the discontinued-operation loss declined after Peace of Meat’s funding ceased and its operations were discontinued. However, continuing-operations loss increased by $1.014 million.
- Operating expenses fell by $2.920 million: marketing expense, including related-party marketing, declined, as did general and administrative expense; research and development expense rose 8.7% to $7.095 million.
- Operating cash use decreased by $2.094 million, largely reflecting the shorter period of discontinued-operation activity. Cash nevertheless fell by $2.036 million during the year.
- Financing cash proceeds increased, chiefly from share and warrant issuances. Ordinary shares outstanding increased from 146.472 million to 251.756 million, reflecting significant equity financing and dilution.
Outlook, risks and unusual items
- Going concern and liquidity: The auditor included a going-concern explanatory paragraph; recurring losses, negative operating cash flows and the accumulated deficit raise substantial doubt about the company’s ability to continue as a going concern. Management said year-end cash was expected to fund operations only until Q4 2024 and planned to seek additional equity or strategic-partnership funding. Funding may not be available on acceptable terms.
- Subsequent financing: In January 2024, the company received approximately $6.6 million gross proceeds from a warrant inducement transaction. In exchange for exercising existing warrants at a reduced price, the investor received new warrants for up to 28.714 million ADSs, creating potential further dilution.
- Commercialization: A July 2023 agreement with a GCC-based governmental body contemplated a pilot plant, an initial printer purchase payment and later milestone-based procurement, but the filing does not establish that the contemplated commercial payments or facility were completed. A February 2024 Wyler Farm MoU was non-binding and contemplated a printer purchase by early 2025.
- Peace of Meat: The subsidiary entered bankruptcy after the company stopped funding it; the company reported no liability to the subsidiary’s creditors. Its discontinued-operation loss was $1.317 million in 2023. The filing also describes the prior impairment and loss of control.
- Other unusual items and contingencies: The company wrote its Therapin investment down to zero, recording a $1.148 million 2023 impairment-related finance expense, after receiving only $88,000 during the year. A $0.2 million settlement of an Israeli Securities Authority matter remains subject to Enforcement Committee approval. A civil claim of approximately $0.7 million against the Ophectra settlement fund has an evidentiary hearing scheduled for March 2025; management believes a final ruling against the fund is unlikely.
- Geopolitical and execution risks: The company’s headquarters, R&D and most staff are in Israel. It reported an immaterial war impact on 2023 results but warned that escalation could disrupt operations, fundraising and partnerships. Core risks include unproven technology, absent revenue, regulatory uncertainty, competition, financing needs and potential dilution.
- Other disclosures: Management reported effective disclosure controls and internal control over financial reporting as of year-end; the auditor did not attest to internal-control effectiveness because the company is an emerging growth company. The company has never paid dividends and does not expect to do so in the foreseeable future.
Important facts for investors to verify
- Whether the January 2024 financing proceeds, together with subsequent cash use, support operations beyond management’s stated Q4 2024 runway, and what additional financing is required.
- Whether the GCC strategic agreement produces binding orders, received payments and measurable milestones; distinguish these from the non-binding Wyler Farm MoU.
- The status of printer commercialization, customer acceptance, regulatory assurances and any revenue-generating contracts, since the company reported no operating revenue.
- The extent of potential dilution from outstanding warrants, options, share awards and future equity fundraising; confirm share and ADS counts in light of the April 2024 10-for-1 ADS consolidation.
- The status and possible financial effect of the ISA settlement approval and the Ophectra-related civil claim, as well as any remaining Peace of Meat obligations.