S-8

As filed with the Securities and Exchange Commission on April 30, 2024

Registration No. 333-              

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

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Steakholder Foods Ltd.
(Exact name of registrant as specified in its charter)

State of Israel	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5 David Fikes St., Rehovot, Israel	7632805
(Address of Principal Executive Offices)	(Zip Code)

Steakholder Foods Ltd. 2022 Share Incentive Plan
(Full title of the plan)

Steakholder Foods USA, Inc.

1007 North Orange Street, 10th Floor

Wilmington, Delaware 19801

(Name and address of agent for service)

(302) 485-5218

(Telephone number, including area code, of agent for service)

Copies to:

Shachar Hadar

Matthew Rudolph
Meitar | Law Offices
16 Abba Hillel Rd.
Ramat Gan 5250608, Israel
+972 (3) 610-3100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer þ	Smaller reporting company ☐
	Emerging growth company þ

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 12,587,800 ordinary shares of Steakholder Foods Ltd. (the “Company,” or the “Registrant”) issuable under the 2022 Share Incentive Plan (the “2022 Plan”) for which the registration statements of the Company on Form S-8 (File Nos. 333-271112 and 333-267045) are effective, representing an automatic increase effective as of January 1, 2024 pursuant to the 2022 Plan.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements on Form S-8 (File Nos. 333-271112 and 333-267045) are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein, and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART I.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission.

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PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with or furnished to the Commission by the Registrant are incorporated herein by reference:

(a) The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2023 (“Annual Report”), filed with the Commission on April 30, 2024 (File No. 001-40173); and

(b) The description of the Registrant’s ordinary shares and American Depositary Shares (“ADSs”) contained in Exhibit 2.3 of the Registrant’s Annual Report.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and, to the extent designated therein, certain reports on Form 6-K the Registrant submits to the Commission after the date hereof, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement (the “Registration Statement”) to the extent that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such previous statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

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Item 8. Exhibits.

Exhibit Number	Description
3.1	Amended and Restated Articles of Association of the Registrant (incorporated herein by reference to Exhibit 1.1 to the annual report on Form 20-F (File No. 001-40173))
4.1	Form of Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1, as amended (File No. 333-253257))
5.1*	Opinion of Meitar | Law Offices, Israeli counsel to the Registrant
23.1*	Consent of Somekh Chaikin, Member Firm of KPMG International, Independent Registered Public Accounting Firm
23.2*	Consent of Meitar | Law Offices, Israeli counsel to the Registrant (included in Exhibit 5.1)
24.1*	Power of Attorney (included on the signature page hereto)
99.1	Steakholder Foods Ltd. 2022 Share Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form S-8 (File No. 333-267045))
107.1*	Filing Fee Table

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto authorized, in the city of Rehovot, Israel, on April 30, 2024.

STEAKHOLDER FOODS LTD.
By:	/s/ Arik Kaufman
Name:	Arik Kaufman
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Arik Kaufman, with full power to act alone, the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the person and in his name, place and stead, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned this Registration Statement of Steakholder Foods Ltd. on Form S-8 and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons, in the capacities indicated and on the dates indicated:

Name	Title	Date
/s/ Arik Kaufman	Chief Executive Officer (Principal Executive Officer)	April 30, 2024
Arik Kaufman
/s/ Moran Attar	Vice President of Finance	April 30, 2024
Moran Attar	(Principal Financial Officer and Principal Accounting Officer)
/s/ Yaron Kaiser	Chairman of the Board of Directors	April 30, 2024
Yaron Kaiser
/s/ Eli Arad	Director	April 30, 2024
Eli Arad
/s/ David Gerbi	Director	April 30, 2024
David Gerbi
/s/ Sari Singer	Director	April 30, 2024
Sari Singer

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Signature of Authorized Representative in the United States

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant’s duly authorized representative has signed this Registration Statement on Form S-8, on April 30, 2024.

By:	Steakholder Foods USA, Inc.
By:	/s/ Arik Kaufman
Name:	Arik Kaufman
Title:	President

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EX-5.1

Exhibit 5.1

April 30, 2024

Steakholder Foods Ltd.
5 David Fikes St.,
Rehovot, 7632805
Israel

RE: Registration on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel to Steakholder Foods Ltd., an Israeli company (the “Company”), in connection with its filing of a registration statement on Form S-8 on or about April 30, 2024 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 12,587,800 of the Company’s ordinary shares, no par value (“Ordinary Shares”) (the “Shares”), including Shares that may be represented by American Depositary Shares (the “ADSs”), which may be issued under the Steakholder Foods Ltd. 2022 Share Incentive Plan (the “Plan”).

ADSs that represent the Shares will be issued under the Deposit Agreement, dated March 16, 2021, by and among the Company, the Bank of New York Mellon, as depositary, and the owners and holders from time to time of ADSs issued thereunder.

In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i) Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions of the Company’s board of directors and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors, which have been provided to us, are true and accurate and prepared in accordance with the Company’s Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company).

We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

On the basis of the foregoing, we are of the opinion that the Shares being registered pursuant to the Registration Statement (including Shares represented by ADSs), when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant to the terms of the awards that have been or may be granted under the Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ Meitar | Law Offices

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated April 30, 2024, with respect to the consolidated financial statements of Steakholder Foods Ltd. incorporated herein by reference.

/s/ Somekh Chaikin

Somekh Chaikin

Member Firm of KPMG International

Tel Aviv, Israel

April 30, 2024

EX-FILING FEES

Exhibit 107.1

CALCULATION OF FILING FEE TABLE

FORM S-8

(Form Type)

STEAKHOLDER FOODS LTD.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Plan	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)		Proposed Maximum Offering Price Per Unit (2)		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Steakholder Foods Ltd. 2022 Share Incentive Plan	Equity	Ordinary shares, no par value per share (3)	Rule 457(c) and 457(h)	12,587,800	(4)	$	0.0435875	$	548,670.73	$147.60 per million dollars	$	80.98
	Total Offering Amounts							$	548,670.73		$	80.98
	Total Fee Offsets										$	—
	Net Fee Due										$	80.98

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued in respect of the securities identified in the above table by reason of any share dividend, share split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding Ordinary Shares.

(2) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sale prices ($4.5548 and $4.1627 respectively) reported for the ADSs (each representing 100 ordinary shares) on the Nasdaq Capital Market on April 25, 2024.

(3) These shares may be represented by ADSs, each of which currently represents 100 ordinary shares, no par value (“Ordinary Shares”), of Steakholder Foods Ltd. (the “Registrant”). ADSs issuable upon deposit of the securities registered hereby have been registered under a separate Registration Statement on Form F-6 (File No. 333-253915).

(4) Represents Ordinary Shares reserved for issuance under the Registrant’s 2022 Share Incentive Plan.