State of Israel | 2000 | Not Applicable |
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer Identification No.) |
incorporation or organization) | Classification Code Number) |
18 Einstein St., P.O. Box 4061
Ness Ziona 7414001 Israel
+972 -77-541-2206
Brian K. Rosenzweig | Yaron Kaiser, Adv. | Gary Emmanuel, Esq. | Zvi Gabbay |
Sarah C. Griffiths | Kaufman, Rabinovich, Kaiser, Raz & Co. | McDermott Will & Emery LLP | Ron Shuhatovich |
Covington & Burling LLP | 40 Tuval Street | 340 Madison Avenue | Barnea & Co. |
620 Eighth Avenue | Ramat Gan 5252247, Israel | New York, NY 10173 | 58 HaRakevet St. |
New York, NY 10018 | Tel: +972 (3) 374-2282 | Tel: (212) 547-5400 | Tel Aviv 6777016, Israel |
Tel: (212) 841-1000 | Tel: +972 (3) 640-0600 |
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Title of each class of securities to be registered | Proposed maximum aggregate offering price(1)(2)(3) | Amount of registration fee | ||||||
Ordinary shares, no par value, as represented by American Depositary Shares | $ | 28,750,000 | $ | 3,137 |
(1) | Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price. |
(2) | Includes shares granted pursuant to the underwriters’ option to purchase additional ADSs. |
(3) | American Depositary Shares, or ADSs, issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. ). Each ADS represents ordinary share(s). |
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Each Representing Ordinary Shares
Per ADS | Total | |||||||
Initial public offering price | $ | $ | ||||||
Underwriting discounts and commissions(1) | $ | $ | ||||||
Proceeds to us (before expenses) | $ | $ |
4 | |
14 | |
44 | |
45 | |
46 | |
47 | |
48 | |
50 | |
57 | |
68 | |
85 | |
94 | |
96 | |
97 | |
102 | |
109 | |
111 | |
118 | |
123 | |
123 | |
124 | |
125 | |
126 | |
F - 1 |
• | We have experienced net losses in every period since the inception of MeaTech and we expect to continue incurring significant losses for the foreseeable future and may never become profitable; |
• | We have a limited operating history to date and our prospects will be dependent on our ability to meet a number of challenges; |
• | Our business and market potential are unproven, and we have limited insight into trends that may emerge and affect our business; |
• | We are wholly dependent on the success of our cultured meat manufacturing technologies, including our cultured steak technologies, and we have limited data on the performance of our technologies to date; |
• | The research and development associated with technologies for cultured meat manufacturing, including three-dimensional meat production, is a lengthy and complex process; |
• | Business or economic disruptions or global health concerns, including the novel coronavirus disease, or COVID-19, pandemic, may have an adverse impact on our business and results of operations; |
• | We may not be able to compete successfully in our highly competitive market; |
• | We may suffer reputational harm due to real or perceived quality or health issues with products manufactured by our licensees using our technology; |
• | Consumer preferences for alternative proteins in general, and more specifically cultured meats, are difficult to predict and may change, and, if we are unable to respond quickly to new trends, our business may be adversely affected; |
• | We have no manufacturing experience or resources and we expect we will incur significant costs to develop this expertise or need to rely on third parties for manufacturing; |
• | We expect that a small number of customers will account for a significant portion of our revenues, and the loss of one or more of these customers could adversely affect our financial condition and results of operations; |
• | We expect that products utilizing our technologies will be subject to regulations that could adversely affect our business and results of operations; |
• | Regulatory authorities may impose new regulations on manufacturers of alternative proteins; |
• | Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the U.S. Department of Agriculture, state regulators or similar foreign regulatory authorities that relate to the use of the word “meat” or other similar words in connection with cultured meat products could adversely affect our business, prospects, results of operations or financial condition; |
• | If we are unable to obtain and maintain effective intellectual property rights for our technologies, we may not be able to compete effectively in our markets; |
• | If there are significant shifts in the political, economic and military conditions in Israel, it could have an adverse impact on our operations; |
• | 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; and |
• | Other risks and uncertainties, including those listed in the section titled “Risk Factors.” |
• | a requirement to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; |
• | to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirement to hold a non-binding advisory vote on executive compensation, including golden parachute compensation; |
• | an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and |
• | an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor’s report providing additional information about the audit and the financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Emerging Growth Company Status.” |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act; |
• | the requirement to comply with Regulation FD, which restricts selective disclosure of material information; |
• | the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. |
ADSs we are offering | ADSs (or ADSs if the underwriters exercise their option to purchase additional ADSs in full), representing ordinary shares. |
Ordinary shares to be outstanding after this offering | ordinary shares, including ordinary shares represented by outstanding ADSs (or ordinary shares if the underwriters exercise their option to purchase additional ADSs in full). |
The ADSs | Each ADS represents of our ordinary shares, no par value. The depositary will hold ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time. To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus. |
Option to purchase additional ADSs | We have granted the underwriters an option to purchase up to additional ADSs from us within 30 days of the date of this prospectus at the public offering price, less the underwriting discounts and commissions. |
Use of proceeds | We estimate that we will receive net proceeds from this offering of approximately $ , or approximately $ if the underwriters exercise their option to purchase additional ADSs in full, from the sale by us of ADSs in this offering, based on an assumed initial public offering price of $ per ADS, which represents the mid-point of the range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to advance our program to develop commercial technologies to manufacture alternative foods, including potential acquisitions of other companies whose technologies are complementary or synergistic to our own, and for general corporate purposes, including working capital requirements. See “Use of Proceeds” for more information. |
Risk factors | See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the ADSs. |
Depositary | The Bank of New York Mellon |
Proposed Nasdaq Capital Market symbol | “MITC” |
Tel Aviv Stock Exchange symbol | “MEAT” |
• | 8,327,747 ordinary shares issuable upon exercise of options outstanding as of February 17, 2021 at a weighted average exercise price of $0.91 per share; |
• | 26,089,573 ordinary shares issuable upon exercise of investor warrants outstanding as of February 17, 2021 at a weighted average exercise price of $1.24 per share; |
• | 1,294,293 ordinary shares issuable upon the vesting of restricted share units, or RSUs, outstanding as of February 17, 2021, in return for which recipients are required to pay a weighted average of $0.09 per share; |
• | 6,359,480 ordinary shares issuable upon vesting of merger warrants that had been granted and remained outstanding as of February 17, 2021 with no exercise price; |
• | 5,445,764 ordinary shares issuable upon exercise of rights to investors that had been granted and remained outstanding as of February 17, 2021 at a weighted average exercise price of $0.23 per share; and |
• | 1,925,000 ordinary shares issuable upon exercise of warrants underlying rights to investors that had been granted and remained outstanding as of February 17, 2021 at a weighted average exercise price of $1.21 per share. |
• | an initial public offering price of $ per ADS, which represents the midpoint of the range set forth on the cover page of this prospectus; |
• | no exercise of the outstanding options described above; |
• | no issuance of ordinary shares upon vesting of the RSUs described above; |
• | no exercise of rights upon vesting of the share rights described above; |
• | no exercise of the warrants to purchase ordinary shares described above; and |
• | no exercise by the underwriters of their option to purchase up to additional ADSs from us. |
Six Months Ended June 30, | Year Ended December 31, | Eight-Month Period Ended December 31, | ||||||||||||||
2020 | 2019 | 2019 | 2018 | |||||||||||||
Consolidated Statement of Income: | (USD, in thousands, except per share data) | |||||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | 51 | ||||||||
Operating expenses: | ||||||||||||||||
Research and development expenses | 850 | 14 | 166 | - | ||||||||||||
General and administrative expenses | 2,006 | 38 | 256 | 53 | ||||||||||||
Public listing expenses | 10,164 | - | - | - | ||||||||||||
Operating loss | 13,020 | 52 | 422 | 2 | ||||||||||||
Financing expense (income), net | (56 | ) | - | 1 | - | |||||||||||
Net loss | $ | 12,964 | $ | 52 | $ | 423 | $ | 2 | ||||||||
Net loss per ordinary share, basic and diluted(1) | $ | 0.262 | $ | 0.003 | $ | 0.022 | $ | 0 | ||||||||
Weighted average number of ordinary shares outstanding, basic and diluted | 49,476,813 | 14,919,810 | 19,484,478 | 14,919,810 |
(1) | Net loss per share for periods prior to the closing date of the Merger were calculated by dividing the weighted average of Meat-Tech 3D’s ordinary shares that were outstanding during the corresponding periods, into the loss or earnings of MeaTech in the corresponding periods, multiplied by the exchange ratio according to which ordinary shares of Meat-Tech 3D were issued in return for ordinary shares of MeaTech. Subsequent to the Merger date, the weighted average of the ordinary shares used in calculating the net loss per share is that of Meat-Tech 3D. |
As of June 30, 2020 | ||||||||||||
Actual | Pro Forma(1) | Pro Forma As Adjusted (2)(3) | ||||||||||
Consolidated Statements of Financial Position Data: | (USD, in thousands) | |||||||||||
Cash and cash equivalents | $ | 5,201 | $ | 13,026 | ||||||||
Total assets | 7,064 | 24,741 | ||||||||||
Total liabilities | 608 | 2,222 | ||||||||||
Total shareholders’ equity | $ | 6,456 | $ | 22,468 |
(1) | The pro forma consolidated statements of financial position data give effect to (i) private placements of our securities in August 2020 and December 2020, in which we received $5.6 million and $6.4 million, respectively, in immediate aggregate net proceeds and (ii) our acquisition of the outstanding securities of Peace of Meat in return for net cash consideration (i.e., closing cash consideration paid to Peace of Meat shareholders and in legal and finder’s fees, less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million). |
(2) | The pro forma as adjusted consolidated statements of financial position data give effect to the issuance and sale ofADSs by us in this offering at the assumed initial public offering price of $per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. |
(3) | A $1.00 increase (decrease) in the assumed initial public offering price of $ per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by approximately $ , assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of in the number of ADSs we are offering would increase (decrease) each of our pro forma as adjusted cash and cash equivalents, total shareholders’ equity and total capitalization by approximately $ , assuming no change in the assumed initial public offering price per ADS, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. |
Six Months Ended August 31, 2020 | Period Ended February 29, 2020 | |||||||
Statement of Loss: | (EUR in thousands, except per share data) | |||||||
Operating expenses: | ||||||||
Research and development expenses | 548 | 138 | ||||||
Selling, general and administrative expenses | 174 | 163 | ||||||
Operating loss | 722 | 301 | ||||||
Financing expense (income), net | 138 | 215 | ||||||
Net loss | 860 | 516 |
As of August 31, 2020 | ||||
Statement of Financial Position Data: | (EUR in thousands) | |||
Cash and cash equivalents | 312 | |||
Total assets | 550 | |||
Total liabilities | 1,395 | |||
Total shareholders’ equity | (845 | ) |
• | Our progress with current research and development activities; |
• | the number and characteristics of any products or manufacturing processes we develop or acquire; |
• | the expenses associated with our marketing initiatives; |
• | the timing, receipt and amount of milestone, royalty and other payments from future customers and collaborators, if any; |
• | the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes; |
• | any lawsuits related to our products or commenced against us; |
• | the expenses needed to attract, hire and retain skilled personnel; |
• | the costs associated with being a public company in both Israel and the United States; and |
• | the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation. |
• | increased operating expenses and cash requirements; |
• | the assumption of additional indebtedness or contingent liabilities; |
• | assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel; |
• | the diversion of our management’s attention from our existing programs and initiatives in pursuing such a strategic merger or acquisition; |
• | retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships; |
• | risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing technologies; and |
• | our inability to generate revenue from acquired technologies or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs. |
• | the judgment is enforceable in the state in which it was given; |
• | the judgment was rendered by a court of competent jurisdiction under the rules of private international law prevailing in Israel; |
• | the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; |
• | adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard; |
• | the judgment and the enforcement of the judgment are not contrary to the law, public policy, security or sovereignty of the State of Israel; |
• | the judgment was not obtained by fraudulent means and does not conflict with any other valid judgment in the same matter between the same parties; and |
• | an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court. |
• | changes in the prices of our raw materials or the products manufactured in factories using our technologies; |
• | the trading volume of the ADSs; |
• | the effects of the COVID-19 pandemic; |
• | general economic, market and political conditions, including negative effects on consumer confidence and spending levels that could indirectly affect our results of operations; |
• | actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results; |
• | announcements by us or our competitors of innovations, other significant business developments, changes in distributor relationships, acquisitions or expansion plans; |
• | announcement by competitors or new market entrants of their entry into or exit from the alternative protein market; |
• | overall conditions in our industry and the markets in which we intend to operate; |
• | market conditions or trends in the packaged food sales industry that could indirectly affect our results of operations; |
• | addition or loss of significant customers or other developments with respect to significant customers; |
• | adverse developments concerning our manufacturers and suppliers; |
• | changes in laws or regulations applicable to our products or business; |
• | our ability to effectively manage our growth and market expectations with respect to our growth, including relative to our competitors; |
• | changes in the estimation of the future size and growth rate of our markets; |
• | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; |
• | additions or departures of key personnel; |
• | competition from existing products or new products that may emerge; |
• | issuance of new or updated research or reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; |
• | variance in our financial performance from the expectations of market analysts; |
• | our failure to meet or exceed the estimates and projections of the investment community or that we may otherwise provide to the public; |
• | fluctuations in the valuation of companies perceived by investors to be comparable to us; |
• | disputes or other developments related to proprietary rights, including patents, and our ability to obtain intellectual property protection for our products; |
• | litigation or regulatory matters; |
• | announcement or expectation of additional financing efforts; |
• | our cash position; |
• | sales and short-selling of the ADSs; |
• | our issuance of equity or debt; |
• | changes in accounting practices; |
• | ineffectiveness of our internal controls; |
• | negative media or marketing campaigns undertaken by our competitors or lobbyists supporting the conventional meat industry; |
• | the public’s response to publicity relating to the health aspects or nutritional value of products to be manufactured in factories using our technologies; and |
• | other events or factors, many of which are beyond our control. |
• | are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith; |
• | are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement; |
• | are not liable if we exercise or it exercises discretion permitted under the deposit agreement; |
• | are not liable for the inability of any holder of the ADSs to benefit from any distribution on deposited securities that is not made available to holders of the ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement; |
• | have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on behalf of the holders of the ADSs or any other person; |
• | are not liable for the acts or omissions of any securities depositary, clearing agency or settlement system; and |
• | may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person. |
• | an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act; and |
• | an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements. |
• | our estimates regarding our expenses, future revenue, capital requirements and needs for additional financing; |
• | our expectations regarding the success of our cultured meat manufacturing technologies we are developing, which will require significant additional work before we can potentially launch commercial sales; |
• | our research and development activities associated with technologies for cultured meat manufacturing, including three-dimensional meat production, which involves a lengthy and complex process; |
• | our expectations regarding the timing for the potential commercial launch of our cultured meat technologies; |
• | our ability to successfully manage our planned growth; |
• | the potential business or economic disruptions caused by the COVID-19 pandemic; |
• | the competitiveness of the market for our cultured meat technologies; |
• | our ability to enforce our intellectual property rights and to operate our business without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties; |
• | our ability to predict and timely respond to preferences for alternative proteins and cultured meats and new trends; |
• | our ability to attract, hire and retain qualified employees and key personnel; and |
• | other risks and uncertainties, including those listed in the section titled “Risk Factors.” |
• | on an actual basis; |
• | on a pro forma basis to give effect to (i) private placements of our securities in August 2020 and December 2020, in which we received $5.6 million and $6.4 million, respectively, in immediate aggregate net proceeds and (ii) our acquisition of the outstanding securities of Peace of Meat, in return for net cash consideration (i.e., closing cash consideration less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million) and closing equity consideration of 4,070,766 ordinary shares; and |
• | on a pro forma as adjusted basis to give further effect to the issuance and sale of ADSs in this offering at an assumed initial public offering price of $per ADS, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. |
As of June 30, 2020 | ||||||||||||
Actual | Pro Forma | Pro Forma As Adjusted(1) | ||||||||||
(USD, in thousands, except share data) | ||||||||||||
Ordinary shares, no par value: 1,000,000,000 shares authorized, 60,071,351 shares issued and outstanding (actual); 76,225,877 shares issued and outstanding (pro forma); shares issued and outstanding (pro forma as adjusted) | $ | — | $ | — | ||||||||
Share capital and premium | 18,497 | 22,485 | ||||||||||
Capital reserves | 1,348 | 1,348 | ||||||||||
Currency translation differences reserve | — | (57 | ) | |||||||||
Accumulated deficit | (13,389 | ) | (13,389 | ) | ||||||||
Total shareholders’ capital equity | $ | 6,456 | $ | 10,387 |
(1) | A $1.00 increase (decrease) in the assumed initial public offering price of $per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by approximately $ , assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of in the number of ADSs we are offering would increase (decrease) each of our pro forma as adjusted total shareholders’ equity and total capitalization by approximately $, assuming no change in the assumed initial public offering price per ADS, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. |
• | 5,481,111 ordinary shares issuable upon exercise of options outstanding as of June 30, 2020 at a weighted average exercise price of $0.74 per share; |
• | 12,491,144 ordinary shares issuable upon exercise of investor warrants outstanding as of June 30, 2020 at a weighted average exercise price of $0.93 per share; |
• | 1,527,743 ordinary shares issuable upon the vesting of RSUs outstanding as of June 30, 2020, in return for which recipients are required to pay a weighted average of $0.09 per share; and |
• | 12,718,960 ordinary shares issuable upon vesting of merger warrants that had been granted and remained outstanding as of June 30, 2020 with no exercise price. |
• | subtracting our consolidated liabilities from our consolidated tangible assets; and |
• | dividing the difference by the number of ordinary shares or ADSs outstanding, as applicable. |
• | an increase in consolidated tangible assets to reflect the net proceeds of this offering received by us as described under “Use of Proceeds”; and |
• | the issuance of the ADSs in this offering, assuming an initial public offering price of $ per ADS, which represents the midpoint of the price range set forth on the cover page of this prospectus. |
Assumed initial public offering price per ADS | $ | |||
Consolidated net tangible book value per ADS as of June 30, 2020 | $ | |||
Increase in consolidated net tangible book value per ADS attributable to the pro forma adjustments described above | $ | |||
Pro forma net tangible book value per ADS | $ | |||
Increase in consolidated net tangible book value per ADS attributable to this offering | $ | |||
Pro forma as adjusted net tangible book value per ADS after this offering | $ | |||
Dilution per ADS to new investors | $ | |||
Percentage of dilution per ADS to new investors | % |
Each $1.00 increase (decrease) in the assumed initial public offering price of $per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted consolidated net tangible book value by $ per ADS and would increase (decrease) the dilution to new investors in this offering by $ per ADS, assuming that the number of ADSs offered remains the same and after deducting underwriting discounts and commissions and estimated offering expenses. Each increase of in the number of ADSs we are offering would increase (decrease) our pro forma as adjusted consolidated net tangible book value by $per ADS and would increase (decrease) dilution to investors in this offering by $ per ADS, assuming no change in the assumed initial public offering price per ADS, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
ADSs purchased | Total consideration | Average price per share | ||||||||||||||||||
Number | % | Amount | % | |||||||||||||||||
Existing shareholders | ||||||||||||||||||||
New investors | ||||||||||||||||||||
Total |
ADSs purchased | Total consideration | Average price per share | ||||||||||||||||||
Number | % | Amount | % | |||||||||||||||||
Existing shareholders | ||||||||||||||||||||
New investors | ||||||||||||||||||||
Total |
Six Months Ended June 30, | Year Ended December 31, | Eight-Month Period Ended December 31, | ||||||||||||||
2020 | 2019 | 2019 | 2018 | |||||||||||||
Consolidated Statement of Income: | (USD, in thousands, except per share data) | |||||||||||||||
Revenues | - | - | - | 51 | ||||||||||||
Expenses: | ||||||||||||||||
Research and development expenses | 850 | 14 | 166 | - | ||||||||||||
General and administrative expenses | 2,006 | 38 | 256 | 53 | ||||||||||||
Public listing expenses | 10,164 | - | - | - | ||||||||||||
Operating loss | 13,020 | 52 | 422 | 2 | ||||||||||||
Financing expense (income), net | (56 | ) | - | 1 | - | |||||||||||
Loss for the period | 12,964 | 52 | 423 | 2 | ||||||||||||
Loss per ordinary share without par value | 0.262 | 0.003 | 0.022 | 0 | ||||||||||||
Weighted average number of ordinary shares outstanding, basic and diluted | 49,476,813 | 14,919,810 | 19,484,478 | 14,919,810 |
As of June 30, | As of December 31, | |||||||||||||||
2020 | 2019 | 2019 | 2018 | |||||||||||||
Consolidated Statements of Financial Position Data: | (USD, in thousands) | |||||||||||||||
Cash and cash equivalents | $ | 5,201 | $ | 5 | $ | 1,274 | $ | 31 | ||||||||
Total assets | 7,064 | 8 | 1,987 | 35 | ||||||||||||
Total liabilities | 608 | 49 | 496 | 37 | ||||||||||||
Total shareholders’ equity | $ | 6,456 | $ | (41 | ) | $ | 1,491 | $ | (2 | ) |
- | Closing consideration, or the Closing Consideration, comprised of €4.1 million ($4.6 million) in cash (including the closing finder’s cash fee of €0.1 million ($0.1 million) and legal fees of $0.1 million); 4,070,766 ordinary shares at an aggregate value of €4.4 million valued at a fair value of €3.6 million ($4.0 million) after discount for lack of marketability, or DLOM, in our ordinary shares, stemming from recipient agreement not to re-sell these shares for a period of 12 months from the date we complete the acquisition; and |
- | Earnout consideration contingent on the achievement of technological milestones, comprised of up to €3.9 million ($4.4 million) in cash; a finder’s fee comprised of €0.1 million ($0.1 million) in cash; and rights to receive up to 4,070,766 ordinary shares with a fair value of €2.4 million ($2.7 million). |
52
Pro Forma Adjustment | ||||||||||||||||||||
(thousands) | Meat-Tech 3D Ltd. Historical USD | Peace of Meat BV Historical EUR | Peace of Meat BV Historical USD(1) | Pro Forma Adjustments USD | Pro Forma Combined USD | |||||||||||||||
Current assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 5,201 | 312 | $ | 372 | $ | (4,628 | ) | $ | 945 | ||||||||||
Receivables | 73 | 64 | 76 | - | 149 | |||||||||||||||
Other current assets | 134 | 11 | 13 | - | 147 | |||||||||||||||
Total current assets | 5,408 | 387 | 461 | (4,628 | ) | 1,241 | ||||||||||||||
Non-current assets | ||||||||||||||||||||
Fixed assets, net | 277 | 144 | 172 | - | 449 | |||||||||||||||
Restricted deposits | 72 | - | - | - | 72 | |||||||||||||||
Other investments | 1,164 | - | - | - | 1,164 | |||||||||||||||
Right-of-use assets | 143 | 14 | 17 | - | 160 | |||||||||||||||
IP R&D Technology | - | - | - | 9,568 | 9,568 | |||||||||||||||
Intangible assets | - | 5 | 6 | - | 6 | |||||||||||||||
Total non-current assets | 1,656 | 163 | 195 | 9,568 | 11,419 | |||||||||||||||
Total assets | 7,064 | 550 | 656 | 4,940 | 12,660 | |||||||||||||||
Liabilities and shareholders’ equity | ||||||||||||||||||||
Current liabilities | ||||||||||||||||||||
Convertible debentures | - | 1,182 | 1,411 | - | 1,411 | |||||||||||||||
Other payables | 398 | 25 | 30 | - | 428 | |||||||||||||||
Trade payables | 61 | 104 | 124 | - | 185 | |||||||||||||||
Lease liabilities | 109 | 3 | 4 | - | 113 | |||||||||||||||
Derivative instruments | 3 | - | - | - | 3 | |||||||||||||||
Grants received in advance | �� | - | 69 | 82 | - | 82 | ||||||||||||||
5 | ||||||||||||||||||||
Total current liabilities | 571 | 1,383 | 1,651 | - | 2,222 | |||||||||||||||
Non-current liabilities | ||||||||||||||||||||
Long-term lease liabilities | 37 | 12 | 14 | - | 51 | |||||||||||||||
Total non-current liabilities | 37 | 12 | 14 | - | 51 | |||||||||||||||
Commitments | ||||||||||||||||||||
Share capital and premium on shares | 18,497 | 5 | 6 | 3,982 | 22,485 | |||||||||||||||
Capital reserve | 1,348 | 526 | 593 | (593 | ) | 1,348 | ||||||||||||||
Currency translation differences reserve | - | - | (72 | ) | 15 | (57 | ) | |||||||||||||
Accumulated deficit | (13,389 | ) | (1,376 | ) | (1,536 | ) | 1,536 | (13,389 | ) | |||||||||||
Total shareholders’ deficit/equity | 6,456 | (845 | ) | (1,009 | ) | 4,940 | 10,387 | |||||||||||||
Total liabilities and shareholders’ deficit/equity | $ | 7,064 | 550 | $ | 656 | $ | 4,940 | $ | 12,660 |
(1) | See Note 3 – Foreign Currency Adjustments |
53
Pro Forma Adjustment | ||||||||||||||||||||
(thousands, except share and per share data) | Meat-Tech 3D Ltd. Historical USD | Peace of Meat BV Historical EUR | Peace of Meat BV Historical USD(1) | Pro Forma Adjustments USD | Pro Forma Combined USD | |||||||||||||||
Research and development expenses | $ | 166 | 138 | $ | 151 | $ | - | $ | 317 | |||||||||||
General and administrative expenses | 256 | 163 | 181 | - | 437 | |||||||||||||||
Operating result | 422 | 301 | 332 | - | 754 | |||||||||||||||
Financial income | (1 | ) | - | - | (1 | ) | ||||||||||||||
Financial expenses | 2 | 215 | 238 | - | 240 | |||||||||||||||
Financial result | 1 | 215 | 238 | 239 | �� | |||||||||||||||
Loss before taxes | 423 | 516 | 570 | - | 993 | |||||||||||||||
Taxes on income | - | - | - | - | ||||||||||||||||
Net loss | 423 | 516 | 570 | - | 993 | |||||||||||||||
Foreign currency translation adjustments | (22 | ) | - | - | - | (22 | ) | |||||||||||||
Net loss | $ | 401 | 516 | $ | 570 | $ | - | $ | 971 | |||||||||||
Basic and diluted loss per share | $ | 0.022 | $ | 0.042 | ||||||||||||||||
Weighted average number of shares outstanding – basic and diluted | 19,484,478 | 4,070,766 | 23,555,244 |
(1) | See Note 3 – Foreign Currency Adjustments |
54
Pro Forma Adjustment | ||||||||||||||||||||
(thousands, except share and per share data) | Meat-Tech 3D Ltd. Historical USD | Peace of Meat BV Historical EUR | Peace of Meat BV Historical USD(1) | Pro Forma Adjustments USD | Pro Forma Combined USD | |||||||||||||||
Research and development expenses | $ | 850 | 548 | $ | 616 | $ | - | $ | 1,466 | |||||||||||
General and administrative expenses | 2,006 | 174 | 196 | - | 2,202 | |||||||||||||||
Public listing expenses | 10,164 | - | - | 10,164 | ||||||||||||||||
Operating result | 13,020 | 722 | 812 | 13,832 | ||||||||||||||||
Financial income | (56 | ) | (1 | ) | (- | ) | - | (56 | ) | |||||||||||
Financial expenses | - | 139 | 155 | - | 155 | |||||||||||||||
Financial result | (56 | ) | 138 | 155 | - | 99 | ||||||||||||||
Loss before taxes | 12,964 | 860 | 967 | - | 13,931 | |||||||||||||||
Taxes on income | - | - | - | - | ||||||||||||||||
Net loss | 12,964 | 860 | 967 | - | 13,931 | |||||||||||||||
Attributable to: | ||||||||||||||||||||
Foreign currency translation adjustments | (51 | ) | - | - | - | (51 | ) | |||||||||||||
Net change in fair value of financial assets | 334 | - | - | - | 334 | |||||||||||||||
Net loss | $ | 13,247 | 860 | $ | 967 | $ | - | $ | 14,214 | |||||||||||
Basic and diluted loss per share | $ | 0.262 | $ | 0.260 | ||||||||||||||||
Weighted average number of shares outstanding – basic and diluted | 49,476,813 | 4,070,766 | 53,547,579 |
(1) | See Note 3 – Foreign Currency Adjustments |
U.S. Dollars per Euro | ||||
Average exchange rate for six months ended August 31, 2020 | 1.12 | |||
Period-end exchange rate as of August 31, 2020 | 1.19 | |||
Average exchange rate for six months ended February 29, 2020 | 1.1 | |||
Period-end exchange rate as of February 29, 2020 | 1.1 |
- | A decrease of $4.6 million (€4.1 million) in cash, representing the cash portion of the purchase price; |
- | An increase of $4.0 million (€3.6 million) to share capital, representing the portion of the purchase price related to the issuance of 4,070,766 ordinary shares of Meat-Tech 3D; |
- | An adjustment whereby $9.6 million (€8.5 million) was recorded in in-process research and development technology intangible assets; and |
• | employee-related expenses, such as salaries and share-based compensation; |
• | expenses relating to outsourced and contracted services, such as external laboratories and consulting, research and advisory services; |
• | supply and development costs; |
• | expenses incurred in operating our laboratories and small-scale equipment; and |
• | costs associated with regulatory compliance. |
Six Months Ended June 30, | Year Ended December 31, | Eight-Month Period Ended December 31, | ||||||||||||||
2020 | 2019 | 2019 | 2018 | |||||||||||||
USD thousands | ||||||||||||||||
Revenues | - | - | - | $ | 51 | |||||||||||
Gross Profit | - | - | - | $ | 51 | |||||||||||
Operating expenses: | ||||||||||||||||
Research and development expenses | $ | 850 | $ | 14 | $ | 166 | $ | - | ||||||||
General and administrative expenses | 2,006 | 38 | 256 | 53 | ||||||||||||
Public Listing expenses | 10,164 | - | - | - | ||||||||||||
Loss from operations | $ | 13,020 | $ | 52 | $ | 422 | $ | 2 | ||||||||
Finance income | (56 | ) | - | 1 | - | |||||||||||
Finance expense | - | - | - | - | ||||||||||||
Finance expense (income), net | (56 | ) | - | 1 | - | |||||||||||
Income tax | - | - | - | - | ||||||||||||
Net loss | $ | 12,964 | $ | 52 | $ | 423 | $ | 2 |
Revenues
Payment due by period | ||||||||||||||||||||
Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | ||||||||||||||||
USD thousands | ||||||||||||||||||||
Operating Lease Obligations(1) | $ | 146 | $ | 109 | $ | 37 | $ | — | $ | — |
(1) | We are subject to operating lease obligations in connection with the lease of the property on which we maintain our laboratory and offices. |
• | a requirement to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; |
• | to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirement to hold a non-binding advisory vote on executive compensation, including golden parachute compensation; |
• | an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and |
• | an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor’s report providing additional information about the audit and the financial statements. |
Six Months Ended June 30, | Year Ended December 31, | Eight-Month Period Ended December 31, | ||||||||||||||
2020 | 2019 | 2019 | 2018 | |||||||||||||
USD thousands | ||||||||||||||||
Net cash provided by (used in) operating activities | $ | (1,481 | ) | $ | (26 | ) | $ | (173 | ) | $ | 34 | |||||
Net cash used in investing activities | (198 | ) | (1 | ) | (253 | ) | (3 | ) | ||||||||
Net cash provided by financing activities | 5,545 | - | 1,648 | - | ||||||||||||
Net increase (decrease) in cash and cash equivalents | $ | 3,866 | $ | (27 | ) | $ | 1,222 | $ | 31 |
• | the progress and costs of our research and development activities; |
• | the costs of development and expansion of our operational infrastructure; |
• | the costs and timing of developing technologies sufficient to allow food production equipment manufacturers and food manufacturers to product products compliant with applicable regulations; |
• | our ability, or that of our collaborators, to achieve development milestones and other events or developments under potential future licensing agreements; |
• | the amount of revenues and contributions we receive under future licensing, collaboration, development and commercialization arrangements with respect to our technologies; |
• | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; |
• | the costs of contracting with third parties to provide sales and marketing capabilities for us or establishing such capabilities ourselves, once our technologies are developed and ready for commercialization; |
• | the costs of acquiring or undertaking development and commercialization efforts for any future products or technology; |
• | the magnitude of our general and administrative expenses; and |
• | any additional costs that we may incur under future in- and out-licensing arrangements relating to our technologies and futures products. |
Unlikely to Purchase | Somewhat or Moderately Likely | Very or Extremely Likely | |
United States | 23.6% | 46.6% | 29.8% |
India | 10.7% | 37.7% | 48.7% |
China | 6.7% | 33.9% | 59.3% |
• | Environmental: At least 18% of the greenhouse gases entering the atmosphere today are from the livestock industry. Research shows that the expected environmental footprint of cultured meat includes approximately 78% to 96% fewer greenhouse gas emissions, 99% less land use, 82% to 96% less water use, and 7% to 45% less energy use than conventionally-produced beef, lamb, pork and poultry. This suggests that the environmental consequences of switching from large-scale, factory farming to lab-grown cultured meat could have a long-term positive impact on the environment. |
• | Cost: While the precise economic value of harvested cells has yet to be determined, the potential to harvest large numbers of cells from a small number of live donor animals gives rise to the possibility of considerably higher returns than traditional agriculture, with production cycles potentially measured in months, rather than years. By comparison, raising a cow for slaughter generally takes an average of 18 months, over which period 15,400 liters of water and 7 kilograms of feed will be consumed for every kilogram of beef produced. |
• | Animal Suffering: More and more people are grappling with the ethical question of whether humanity should continue to slaughter animals for food. There is a growing trend of opposition to the way animals are raised for slaughter, often in small, confined spaces with unnatural feeding patterns. In many cases, such animals suffer terribly throughout their lives. This consideration is likely a factor in many consumers choosing to incorporate more flexitarian, vegetarian and vegan approaches to their diets in recent years. |
• | Controlled Growing Environment: Another potential benefit of cultured meat is that its growth environment is designed to be less susceptible to biological risk and disease, through standardized, tailored production methods consistent with good manufacturing practice, or GMP, controls to contribute to improved nutrition, health and wellbeing. |
• | Alternate Use of Natural Resources: Eight percent of the world’s freshwater supply and one third of croplands are currently used to provide for livestock. The development of cultured meat is expected to free up many of these natural resources, especially in developing economies where they are most needed. |
• | Food Waste: The conventional meat industry’s largest waste management problem relates to the disposal of partially-used carcasses, which are usually buried, incinerated, rendered or composted, with attendant problems such as land, water or air pollution. Cultured meat offers a potential solution for this problem, with only the desired cuts of meat being produced for consumption and only minimal waste product generated, with no leftover carcass. |
• | We are developing technologies and processes with the potential to allow food processing and food retail companies to create products that are healthier for the consumer. We are dedicated to developing technologies and processes that are designed to create cuts of meat that require substantially less antibiotic and growth-hormone treatments than conventionally-farmed meat. The proprietary technologies and processes we are developing are designed to allow food companies to manufacture meat under laboratory conditions on an industrial scale. We believe the use of meat manufactured under laboratory conditions minimizes or eliminates a number of hygiene-related risks to the consumer, such as the risk of transmission of pathogens from animals to humans, as happened at the outset of the COVID-19 pandemic and numerous other human health crises. |
• | Our technologies and processes have the potential to be sustainable. We are developing a meat production process that is designed to provide sustainability in an industry that is not otherwise expected to be able to meet the growing demand for protein caused by rising population numbers and global affluence, due to inefficiencies inherent in conventional meat farming. These include the large amount of land and water use needed for raising livestock, causing precious natural resources to be squandered. |
• | Our mission is aligned with consumer sentiment and demand. We believe that our technologies and processes have the potential to capitalize on growing consumer preferences for real meat proteins that do not involve animal suffering or slaughter, and do not entail significant negative environmental consequences including, but not limited to, those that exacerbate climate change, such as the release of methane and effluent run-off. |
• | We are focused on providing customers with industrial scale-up capability. Much of the work in the development of alternative proteins has been focused on developing individual proof-of-concept products which may not feasibly scale up to the industrial quantities needed for a profitable business. We are designing our technology and processes with large-scale cultured meat production in mind to be measurable in tons of meat produced daily. |
• | We have experienced and accomplished leadership with strong backgrounds in a variety of fields. The research and development of cultured meat products requires personnel with up-to-date professional knowledge and interdisciplinary expertise, as well as the ability to combine different areas of knowledge for the development of different products. Our CEO previously founded and was CTO of Nano Dimension Ltd. (TASE/Nasdaq: NNDM), which developed a complete desktop three-dimensional printing system for multilayer printed circuit boards. Previously, he held research and development leadership positions at XJET and HP Indigo Division. We have carefully selected personnel for the rest of our executive management team who possess substantial industry experience and share our core values, from diverse fields including bioprinting, tissue engineering, industrial stem cell growth, and bioprinter and print materials development. We believe this blend of talent and experience gives us the requisite insights and capabilities to execute our plan to develop technologies designed to meet demand in a scalable, profitable and sustainable way. |
• | obtaining a plurality of blastocysts, each blastocyst having a ZP, a TE, and an inner cell mass; |
• | perforating each blastocyst; |
• | isolating the inner cell mass from each blastocyst through the perforations; |
• | seeding the inner call mass on a predetermined surface, called a substrate; and |
• | culturing the inner cell mass to establish a bovine inner cell mass tissue culture. |
Name | Age | Position | ||
Executive Officers: | ||||
Sharon Fima | 45 | Chief Executive Officer, Chief Technology Officer and Director | ||
Omri Schanin | 30 | Deputy Chief Executive Officer and Chief Operating Officer | ||
Guy Hefer | 39 | Chief Financial Officer | ||
Dan Kozlovski | 36 | Vice President, Research and Development | ||
Non-Employee Directors: | ||||
Steven H. Lavin | 65 | Chairman of the Board of Directors | ||
Daniel Ayalon | 65 | Director | ||
David Gerbi(1)(2)(3) | 41 | External Director | ||
Eli Arad(1)(2)(3) | 48 | External Director | ||
Shirly Cohen(1)(2)(3) | 53 | Director |
Name and Principal Position | Salary(1) | Bonus(2) | Equity-Based Compensation(3) | Other Compensation(4) | Total | |||||||||||||||
(USD in thousands) | ||||||||||||||||||||
Mr. Sharon Fima Director, Chief Executive Officer & Chief Technology Officer | $ | 169 | $ | 20 | $ | 34 | $ | 37 | $ | 260 | ||||||||||
Mr. Steven H. Lavin Chairman of the Board of Directors | $ | 120 | - | $ | 113 | - | $ | 233 | ||||||||||||
Mr. Omri Schanin Deputy Chief Executive Officer and Chief Operating Officer | $ | 146 | - | - | $ | 2 | $ | 148 | ||||||||||||
Mr. Dan Kozlovski Vice President of Research & Development | $ | 128 | - | $ | 14 | $ | 2 | $ | 144 | |||||||||||
Mr. Uri Ben-Or Former Chief Financial Officer(5) | $ | 31 | - | $ | 17 | - | $ | 48 |
(1) | Salary includes the officer’s gross salary plus payment by us of social benefits on behalf of the officer. Such benefits may include payments, contributions and/or allocations for savings funds (e.g., Managers’ Life Insurance Policy), pension, severance, risk insurance (e.g., life, or work disability insurance), payments for social security and tax gross-up payments, vacation, medical insurance and benefits, convalescence or recreation pay and other benefits and perquisites consistent with our policies. |
(2) | Represents annual bonuses granted to the officer based on formulas set forth in the respective resolutions of our Compensation Committee and Board of Directors with respect to 2020. |
(3) | Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2020, based on the securities’ fair value on the grant date, calculated in accordance with applicable accounting guidance for equity-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 5 to our consolidated interim financial statements included in this prospectus. |
(4) | Represents benefits and perquisites such as car, phone and social benefits. |
(5) | Mr. Ben-Or left the Company on October 21, 2020. |
• | We are not required to have a nominating committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Our board of directors currently nominates director candidates, in compliance with the Companies Law. |
• | We are not required to comply with specifications regarding the composition of our compensation committee under SEC and Nasdaq rules nor the requirement that it adopts a written charter addressing the committee’s purpose and responsibilities. Although we have adopted a formal written charter for our compensation committee, there is no requirement under the Companies Law to do so and the charters as adopted may not specify all of the items enumerated in the applicable Nasdaq Marketplace Rules. |
• | We are not required to adopt a code of conduct applicable to all directors, officers and employees, and the Companies Law does not require us to do so. Although we have adopted a code of conduct, there is no requirement under the Companies Law to do so and the code as adopted may not specify all of the items enumerated in the applicable Nasdaq Marketplace Rules. |
• | The quorum for a meeting of our shareholders will be at least two shareholders present in person, by proxy or by a voting instrument, who hold in the aggregate at least 25% of our issued share capital (and in an adjourned meeting, with some exceptions, any number of shareholders) instead of 331∕3% of our issued share capital as required under applicable Nasdaq Marketplace Rules. |
• | We intend to seek shareholder approval for all corporate actions requiring such approval under the requirements of the Companies Law, including (i) in connection with equity-based compensation to officers and directors; and (ii) certain dilutive events (such as issuances that will result in a change of control, certain transactions other than a public offering involving issuances of a 20% or greater interest in us and certain acquisitions of the stock or assets of another company), rather than seeking approval for corporate actions in accordance with the applicable Nasdaq Marketplace Rules. |
• | As permitted by the Companies law, our Board is not comprised of a majority of independent directors as would be required in accordance with applicable Nasdaq Marketplace Rules. |
• | As permitted by the Companies law, our Board has not adopted a policy of conducting regularly scheduled meetings at which only our independent directors are present in accordance with applicable Nasdaq Marketplace Rules. |
• | As opposed to making periodic reports to shareholders and proxy solicitation materials available to shareholders in a manner specified by the SEC and Nasdaq Marketplace Rules, the generally accepted practice in Israel is not to distribute such reports to shareholders but to make such reports available through a public website. We intend to mail such reports to shareholders only upon request. |
Fiduciary Duties of Directors and Officers
• | each person or entity known by us to own beneficially 5% or more of our outstanding ordinary shares; |
• | each of our directors and executive officers individually; and |
• | all of our executive officers and directors as a group. |
Shares Beneficially Owned Prior to Offering | Shares Beneficially Owned After Offering | |||||||||||||||
Name of Beneficial Owner | Number | Percentage | Number | Percentage | ||||||||||||
5% or greater shareholders | ||||||||||||||||
Psagot Investment House Ltd. (1) | 9,952,712 | 11.2 | % | |||||||||||||
EL Capital Investments LLC(2) | 7,074,132 | 7.8 | % | |||||||||||||
Shimon Cohen | 6,426,966 | 7.6 | % | |||||||||||||
Directors and executive officers | ||||||||||||||||
Sharon Fima(3) | 3,689,400 | 4.3 | % | |||||||||||||
Guy Hefer | — | — | ||||||||||||||
Omri Schanin(4) | 3,522,733 | 4.2 | % | |||||||||||||
Dan Kozlovski(5) | 83,334 | * | ||||||||||||||
Steven H. Lavin(6) | 8,596,696 | 9.4 | % | |||||||||||||
Daniel Ayalon(7) | 1,311,552 | 1.5 | % | |||||||||||||
David Gerbi | — | — | ||||||||||||||
Eli Arad | — | — | �� | |||||||||||||
Shirly Cohen | — | — | ||||||||||||||
All directors and executive officers as a group (8 persons) | 17,203,715 | 18.3 | % |
(1) | Consists of 5,095,712 ordinary shares held jointly with Pareto Optimum, LP, warrants to purchase 2,428,500 ordinary shares at an exercise price of NIS 5.00 (approximately $1.54) within 60 days of the date of this registration statement, and warrants to purchase 2,428,500 ordinary shares at an exercise price of NIS 6.00 (approximately $1.84) within 60 days of the date of this registration statement. The general partner in Pareto Optimum, LP, is Psagot Hedge Fund Management Ltd., which is owned by Psagot Compass Investments Ltd., a subsidiary of Psagot Investment House Ltd. Psagot Investment House Ltd. is indirectly fully owned by Apax Europe VII-A L.P., Apax Europe VII-B L.P. and Apax Europe VII-1 L.P., or the Apax Europe VII Funds, through Himalaya AP.PS Ltd. and various holding companies which are indirectly controlled, managed and/or advised by Apax Partners Europe Managers Ltd., or APEM. APEM is the investment manager of the Apax Europe VII Funds with respect to various investments, including Psagot Investment House Ltd. APEM is fully owned by Messrs. Martin Halusa and Nico Hansen, and as such, and as such, Messrs. Halusa and Hansen may be deemed to beneficially own the ordinary shares jointly beneficially owned by Psagot Investment House Ltd. and Pareto Optimum, LP. The shareholder’s business address is 14 Ehad Ha’am St., Tel Aviv Israel 6514211. |
(2) | Consists of 1,043,846 ordinary shares and warrants to purchase 6,030,286 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.36 (approximately $1.03), expiring on the earlier of June 18, 2021 and a listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise them. EL Capital Investments is controlled by Mr. Steven H. Lavin. The shareholder’s business address is 1849 Green Bay Road, Suite 440 Highland Park, Illinois 60035. |
(3) | Consists of 3,004,684 ordinary shares, rights to receive 518,049 ordinary shares upon the fulfillment of certain conditions, including a listing of our securities on a foreign exchange, as is contemplated by this registration statement, and hence presumed to be exercisable within 60 days of the date of this registration statement, and options to purchase 166,667 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 2.32 (approximately $0.71). These options expire on May 17, 2024. |
(4) | Consists of 3,004,684 ordinary shares and rights to receive 518,049 ordinary shares upon the fulfillment of certain conditions, including a listing of our securities on a foreign exchange, as is contemplated by this registration statement, and hence presumed to be exercisable within 60 days of the date of this registration statement. |
(5) | Consists of options to purchase 83,334 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 1.90 (approximately $0.58). These options expire on August 5, 2024. |
(6) | Consists of: (i) 1,221,224 ordinary shares; (ii) RSUs vesting into 93,918 ordinary shares at a conversion price of NIS 0.30 (approximately $0.09) within 60 days of the date of this registration statement; (iii) warrants to purchase 5,969,983 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.36 (approximately $1.03), expiring on the earlier of June 18, 2021 and a listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise them; (iv) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 2.49 (approximately $0.76), expiring on the earlier of May 18, 2024 and a listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise them; and (v) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.486 (approximately $1.07), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has received an opportunity to exercise them. The amounts are based on Mr. Lavin’s 99% ownership of the shares of EL Capital Investments, LLC, described in Footnote 2 above, and his 1/3 ownership of the shares of Silver Road Capital Ltd., which directly holds warrants to purchase 1,967,327 and 1,967,328 of our ordinary shares. |
(7) | Consists of (i) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 2.49 (approximately $0.76), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has received an opportunity to exercise them; and (ii) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with and exercise price of NIS 3.486 (approximately $1.07), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has received an opportunity to exercise them. The amounts are based on Mr. Ayalon’s 1/3 ownership of the shares of Silver Road Capital Ltd., which directly holds warrants to purchase 1,967,327 and 1,967,328 of our ordinary shares. |
Transfer of shares
• | amendments to our articles of association; |
• | appointment or termination of our auditors; |
• | appointment of external directors; |
• | approval of certain related party transactions; |
• | increases or reductions of our authorized share capital; |
• | mergers; and |
• | the exercise of our board of director’s powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management. |
Full tender offer
How are ADSs issued?
How do you vote?
Fees and Expenses | ||
Persons depositing or withdrawing ordinary shares or ADS holders must pay | For | |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
$.05 (or less) per ADS | Any cash distribution to ADS holders | |
Persons depositing or withdrawing ordinary shares or ADS holders must pay | For | |
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
$.05 (or less) per ADS per calendar year | Depositary services | |
Registration or transfer fees | Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares | |
Expenses of the depositary | Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars | |
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary |
• | 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment; |
• | we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market; |
• | we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States; |
• | the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933; |
• | we appear to be insolvent or enter insolvency proceedings; |
• | all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities; |
• | there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or |
• | there has been a replacement of deposited securities. |
• | are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs; |
• | are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement; |
• | are not liable if we or it exercises discretion permitted under the deposit agreement; |
• | are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement; |
• | have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person; |
• | may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; |
• | are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and |
• | the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. |
• | payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities; |
• | satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and |
• | compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents. |
• | when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares; |
• | when you owe money to pay fees, taxes and similar charges; or |
• | when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities. |
• | offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any of our ordinary shares or ADSs, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any of our ordinary shares or ADSs held by such persons or acquired by such persons after the date of this prospectus, or that may be deemed to be beneficially owned by such persons; or |
• | exercise or seek to exercise or effectuate in any manner any rights of any nature that such persons have or may have to require us to register under the Securities Act the undersigned’s sale, transfer or other disposition of any of our ordinary shares, ADSs or other securities held by such persons, or to otherwise participate as a selling security holder in any manner in any registration effected by us under the Securities Act. |
• | 1% of the number of ordinary shares then outstanding; or |
• | the average weekly trading volume of our ordinary shares on the Nasdaq Capital Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | persons other than affiliates, without restriction; and |
• | affiliates, subject to the manner-of-sale, current public information and filing requirements of Rule 144, in each case, without compliance with the six-month holding period requirement of Rule 144. |
Capital gains
Material United States federal income tax considerations
• | an individual who is a citizen or resident of the United States, |
• | a domestic corporation (or other entity taxable as a corporation); |
• | an estate the income of which is subject to United States federal income taxation regardless of its source; or |
• | a trust if (1) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more United States persons have the authority to control all substantial decisions of the trust or (2) a valid election under the Treasury regulations is in effect for the trust to be treated as a United States person. |
• | such gain is effectively connected with your conduct of a trade or business in the United States (or, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base that such holder maintains in the United States); or |
• | you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met. |
Underwriters | Number of ADSs | |||
- | ||||
Total | - |
T o t a l | ||||||||||||
Per ADS | Without Option To Purchase Additional ADSs | With Option To Purchase Additional ADSs | ||||||||||
Public offering price | $ | $ | $ | |||||||||
Underwriting discount | ||||||||||||
Proceeds, before expenses, to us |
• | our trading price on the TASE; |
• | the history of, and prospects for, our company and the industry in which we compete; |
• | our past and present financial information; |
• | an assessment of our management; its past and present operations, and the prospects for, and timing of, our future revenue; |
• | the present state of our development; and |
• | the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours. |
• | Stabilizing transactions permit bids to purchase ADSs so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the ADSs while the offering is in progress. |
• | Overallotment transactions involve sales by the underwriters of ADSs in excess of the number of ADSs the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of ADSs over-allotted by the underwriters is not greater than the number of ADSs that they may purchase pursuant to the option to purchase additional ADSs. In a naked short position, the number of ADSs involved is greater than the number of ADSs that the underwriters have the option to purchase. The underwriters may close out any short position by exercising their option to purchase additional ADSs and/or purchasing ADSs in the open market. |
• | Syndicate covering transactions involve purchases of ADSs in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of ADSs to close out the short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared with the price at which they may purchase ADSs through exercise of the option to purchase additional ADSs. If the underwriters sell more ADSs than could be covered by exercise of the option to purchase additional ADSs and, therefore, have a naked short position, the position can be closed out only by buying ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the ADSs in the open market that could adversely affect investors who purchase in the offering. |
• | Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the ADSs originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short positions. |
(A) | to any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
(B) | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or |
(C) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
• | the judgment is enforceable in the state in which it was given; |
• | the judgment was rendered by a court of competent jurisdiction under the rules of private international law prevailing in Israel; |
• | the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts; |
• | adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard; |
• | the judgment and the enforcement of the judgment are not contrary to the law, public policy, security or sovereignty of the State of Israel; |
• | the judgment was not obtained by fraudulent means and does not conflict with any other valid judgment in the same matter between the same parties; and |
• | an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court. |
Itemized expense | Amount | |||
SEC registration fee | $ | 3,137 | ||
FINRA filing fee | * | |||
Nasdaq Capital Market listing fee | * | |||
Printing and engraving expenses | * | |||
Legal fees and expenses | * | |||
Transfer agent and registrar fees | * | |||
Accounting fees and expenses | * | |||
Miscellaneous | * | |||
Total | $ | * |
Financial Information of Meat-Tech 3D Ltd. | Page | |
F - 2 | ||
Consolidated Financial Statements: | ||
F - 3 | ||
F - 4 | ||
F - 5 | ||
F - 6 | ||
F - 7 - F - 25 | ||
Condensed Consolidated Interim Financial Statements (Unaudited): | ||
F - 26 | ||
F - 27 | ||
F - 28 | ||
F - 29 | ||
F - 30 - F - 41 |
Financial Information of Peace of Meat BV | Page | |
F-41 | ||
Financial Statements: | ||
F- 42 | ||
F- 43 | ||
F- 44 | ||
F- 45 | ||
F- 46 | ||
Condensed Consolidated Interim Financial Statements (Unaudited): | ||
F-69 | ||
F-70 | ||
F-71 | ||
F-72 | ||
F-73 |
December 31 | December 31 | |||||||||||
2019 | 2018 | |||||||||||
Note | USD thousands | USD thousands | ||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 1,274 | 31 | ||||||||||
Receivables for the issue of capital | 8B(2) | 222 | - | |||||||||
Loans provided | 4 | 87 | - | |||||||||
Receivables | 5 | 38 | 1 | |||||||||
Total current assets | 1,621 | 32 | ||||||||||
Non-current assets | ||||||||||||
Right-of-use asset | 13 | 197 | - | |||||||||
Restricted deposits | 16A | 42 | - | |||||||||
Fixed assets, net | 6 | 127 | 3 | |||||||||
Total non-current assets | 366 | 3 | ||||||||||
Total Assets | 1,987 | 35 | ||||||||||
Current liabilities | ||||||||||||
Trade payables | 69 | 1 | ||||||||||
Other payables | 7 | 226 | 36 | |||||||||
Current maturities of lease liabilities | 13 | 109 | - | |||||||||
Total current liabilities | 404 | 37 | ||||||||||
Non-current liabilities | ||||||||||||
Long-term lease liabilities | 13 | 92 | - | |||||||||
Total non-current liabilities | 92 | - | ||||||||||
Capital (deficit) | 8 | |||||||||||
Share capital and premium on shares | 1,880 | - | ||||||||||
Capital reserves | 14 | - | ||||||||||
Currency translation differences reserve | 22 | - | ||||||||||
Accumulated deficit | (425 | ) | (2 | ) | ||||||||
Total capital (deficit) | 1,491 | (2 | ) | |||||||||
Total liabilities and capital | 1,987 | 35 |
Year ended December 31, | Eight months ended December 31, | |||||||||||
2019 | 2018 | |||||||||||
Note | USD thousands, except share data | USD thousands, except share data | ||||||||||
Revenues | - | 51 | ||||||||||
Gross Profit | - | 51 | ||||||||||
Research and development expenses | 9 | 166 | - | |||||||||
General and administrative expenses | 10 | 256 | 53 | |||||||||
Operating loss | 422 | 2 | ||||||||||
Financing income | 1 | - | ||||||||||
Financing expenses | (2 | ) | - | |||||||||
Financing expenses, net | (1 | ) | - | |||||||||
Loss for the period | (423 | ) | (2 | ) | ||||||||
Other comprehensive income items that will not be transferred to profit or loss: | ||||||||||||
Foreign currency translation adjustments | 22 | -* | ||||||||||
Total comprehensive loss for the period | (401 | ) | (2 | ) | ||||||||
Loss per ordinary share, no par value (USD) | ||||||||||||
Basic and diluted loss per share (USD) | (0.022 | ) | (0 | ) | ||||||||
Weighted-average number of shares outstanding - basic and diluted (shares) | 15 | 19,484,478 | 14,919,810 |
Share and capital premium | Transactions with related parties reserve | Currency translation differences reserve | Accumulated deficit | Total | ||||||||||||||||
USD thousands | ||||||||||||||||||||
Year ended December 31 | ||||||||||||||||||||
2019 (Audited) | ||||||||||||||||||||
Balance as at January 1, 2019 | - | - | - | (2 | ) | (2 | ) | |||||||||||||
Issuance of shares and warrants, net | 1,880 | - | - | - | 1,880 | |||||||||||||||
Other comprehensive income | - | 22 | 22 | |||||||||||||||||
Transaction with a related party | - | 14 | - | - | 14 | |||||||||||||||
Loss for the period | - | - | - | (423 | ) | (423 | ) | |||||||||||||
Balance as at December 31, 2019 | 1,880 | 14 | 22 | (425 | ) | 1,491 | ||||||||||||||
Eight months ended December 31, 2018 (Audited) | ||||||||||||||||||||
Balance as at May 1, 2018 (establishment of the Company) | - | - | - | - | - | |||||||||||||||
Loss for the period | - | - | - | (2 | ) | (2 | ) | |||||||||||||
Balance as at December 31, 2018 | - | - | - | (2 | ) | (2 | ) |
Year ended December 31, | Eight months ended December 31, | |||||||
2019 | 2018 | |||||||
USD thousands | USD thousands | |||||||
Cash flows - operating activities | ||||||||
Net loss for the period | (423 | ) | (2 | ) | ||||
Adjustments required to reconcile net loss to net cash from (used in) operating activities: | ||||||||
Depreciation and amortization | 21 | - | ||||||
Transaction with a related party | 14 | - | ||||||
35 | - | |||||||
Changes in asset and liability items: | ||||||||
Increase in trade and other receivables | (36 | ) | (1 | ) | ||||
Increase in trade payables | 66 | 1 | ||||||
Increase in other payables | 185 | 36 | ||||||
215 | 36 | |||||||
Net cash flows from (used in) operating activities | (173 | ) | 34 | |||||
Cash flows - investing activities | ||||||||
Acquisition of fixed assets | (126 | ) | (3 | ) | ||||
Increase of restricted deposit | (41 | ) | - | |||||
Loan provided | (86 | ) | - | |||||
Net cash used in investment activities | (253 | ) | (3 | ) | ||||
Cash flows - finance activities | ||||||||
Proceeds from issuance of shares and warrants | 1,670 | - | ||||||
Issuance costs | (8 | ) | - | |||||
Repayment of liability for lease | (14 | ) | - | |||||
Net cash from finance activities | 1,648 | - | ||||||
Net increase in cash and cash equivalents | 1,222 | 31 | ||||||
Effect of exchange differences on cash and cash equivalents | 21 | - | ||||||
Cash and cash equivalents as at the beginning of the period: | 31 | - | ||||||
Cash and cash equivalents at end of period | 1,274 | 31 | ||||||
Non-cash activities | ||||||||
Purchase of fixed assets | 1 | - | ||||||
Issue of shares and options against receivables | 222 | - |
The accompanying notes are an integral part of the financial statements. |
A. These financial statements have been prepared in compliance with the rules and regulations of the Securities and Exchange Commission for inclusion in a registration statement to be filed in the United States. Accordingly, and in order to provide relevant and consistent material information, all periods presented within the financial statements were adjusted retroactively to reflect the effect of the reverse merger that occurred on January 26, 2020, as detailed in Note 1B.
B. Meat-Tech 3D Ltd. (formerly Ophectra Real Estate and Investments Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983. On August 29, 1994, the Company became a public company whose shares are listed for trade on the Tel Aviv Stock Exchange. The Company’s official address is 18 Einstein Street, Nes Ziona, Israel.
The Company is an Israeli company engaged in the food-tech industry. The Company develops methods, advanced unique technologies and machinery for growing, cultivating, producing and printing clean meat, without raising and killing animals, using stem cell printing technology in a 3D printer.
The Company is developing two technologies: a bio-ink printing technology and a high-yield tissue growing technology. To date, Meat-Tech has filed patent applications in its field.
Execution of Merger with Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.):
On January 26, 2020, the Company executed a merger with Chicken Meat-Tech Ltd. (then known as MeaTech Ltd., or “MeaTech"), by way of an exchange of shares between the Company and the shareholders of MeaTech (the "Transaction" or "Merger"). Under the merger agreement with MeaTech, the Company allotted to MeaTech shareholders 30,525,506 ordinary shares of the Company, in exchange for the transfer of their entire holdings in MeaTech, so that at the time the Transaction was closed, MeaTech shareholders held approximately 60% of the issued and paid-up share capital of the Company. Upon closing of the Transaction, the Company allotted share rights (not listed for trading) to MeaTech shareholders, exercisable into 12,718,961 Company shares ("Founders Rights"), subject to compliance with milestones, as set out below. The total share rights reflected, assuming full conversion, an additional 8% holding in the Company. The Founders Rights expire after a period of 60 months from the date of allotment. Vesting of the Founders Rights allotted to MeaTech shareholders is subject to satisfaction of the milestones as defined below:
1. | Immediately after completing the development of a prototype to create a layer of stem cells using 3D printing technology, 50% of the Founders Rights will vest and convert into an equal number of Company shares (for details of the completion of this milestone, see Note 18D below); |
2. | Immediately after a taste test of clean meat tissue weighing at least 100 grams printed using the 3D printer to be developed by the Company, the remaining 50% of the Founders Rights will vest and convert into an equal number of Company shares. |
Notwithstanding the foregoing, in the event that securities of the Company or MeaTech are listed for trading on a foreign stock exchange in the United States, United Kingdom, Australia, the Netherlands, Germany or China, all Founder Rights will vest immediately and convert into an equal number of the Company's shares.
Following the Merger, MeaTech became a wholly owned subsidiary of the Company. In September 2020, its name was changed to Chicken Meat-Tech Ltd.
Appointment of directors and termination of office of serving directors:
At the date of completion of the Merger, three Ophectra directors resigned from the Company’s board of directors, and three directors, including MeaTech’s Chief Executive Officer and Chief Technology Officer, Mr. Sharon Fima, were either appointed to the Company’s board or were requested to remain because of their business experience or financial expertise and to maintain sound corporate governance. In addition, Mr. Fima was appointed as CEO & CTO of the Company. Shortly after the Merger, following additional changes to director composition, the Company’s board of directors was composed of four directors appointed by the post-merger Company or requested to remain, and two external directors with financial expertise not involved in the business of either Ophectra or MeaTech.
Settlement pursuant to section 350 of the Companies Law:
Under the merger agreement, the Company made a court-approved arrangement, pursuant to Section 350 of the Companies Law, to hand over the Company's existing operations to a trustee to settle the Company's debts and liabilities, with the exception of the Company's investment in shares of Therapin Ltd. (“Therapin”), so that after the completion of the merger, the Company’s sole operations were those of MeaTech and its holdings in Therapin (for information about a subsequent separation agreement in which the Company ceased to hold shares of Therapin, see Note 18C below). The proposed settlement under the arrangement included the following key components:
1. | Repayment in full of the Company’s debts and liabilities, by transferring the asset balance of the Company’s previous operations to a trustee that will act to sell them. |
2. | With the approval of the settlement, all of the Company's assets were transferred to a settlement fund, other than the Company's shareholding in Therapin. |
3. | The Company undertook to provide a total amount of up to approximately USD 376 thousand (NIS 1,300 thousand) for the settlement fund, which will serve as an additional source for repayment of the settlement fund's liabilities to the Company's creditors. As at the balance sheet date of these financial statements, a total amount of approximately USD 285 thousand (NIS 1,000 thousand) had been transferred. Subsequent to the reporting period, another approximately USD 82,000 (NIS 300,000) was transferred. |
4. | The settlement fund assets will serve as the only source for repayment of liabilities to the Company's creditors, whose cause of action preceded the date of approval of the settlement. |
C. Definitions:
In these financial statements:
(1) The Company or legal acquirer - Meat-Tech 3D Ltd.
(2) The Group - the Company and its Subsidiary A
(3) The Subsidiary or Accounting Acquirer – Chicken Meat-Tech Ltd., formerly known as MeaTech Ltd.
(4) Related Party - as defined in IAS 24 (revised).
(5) USD - United States Dollar
(1) | Non-derivative financial assets |
- | It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and |
- | The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates. |
(2) | Non-derivative financial liabilities |
(1) | Recognition and measurement |
(2) | Depreciation |
● | Motor vehicles | 7 years |
● | Computers | 3 years |
● | Laboratory equipment | 7 years |
● | Leasehold improvements | 2 years |
(1) | Post-employment benefits |
(2) | Short-term benefits |
M. | Share-based compensation |
December 31, | ||||||||
2019 | 2018 | |||||||
USD thousand | USD thousand | |||||||
Institutions | 36 | 1 | ||||||
Prepaid expenses | 2 | - | ||||||
38 | 1 |
Computers | Leasehold improvements | Laboratory equipment | Motor vehicles | Total | ||||||||||||||||
USD thousands | ||||||||||||||||||||
Cost | ||||||||||||||||||||
Balance as at May 1, 2018 | - | - | - | - | - | |||||||||||||||
Additions during the year | 2 | - | - | 1 | 3 | |||||||||||||||
Dispositions in the year | - | - | - | - | - | |||||||||||||||
Balance as at December 31, 2018 | 2 | - | - | 1 | 3 | |||||||||||||||
Accumulated depreciation | ||||||||||||||||||||
Balance as at May 1, 2018 | - | - | - | - | - | |||||||||||||||
Depreciation during the year | - | - | - | - | -* | |||||||||||||||
Dispositions in the year | - | - | - | - | - | |||||||||||||||
Balance as at December 31, 2018 | - | - | - | - | - | |||||||||||||||
Amortized balance as at December 31, 2018 | 2 | - | - | 1 | 3 | |||||||||||||||
Balance as at January 1, 2019 | 2 | - | - | 1 | 3 | |||||||||||||||
Additions during the year | 27 | 11 | 89 | - | 127 | |||||||||||||||
Dispositions in the year | - | - | - | - | - | |||||||||||||||
Balance as at December 31, 2019 | 29 | 11 | 89 | 1 | 130 | |||||||||||||||
Accumulated depreciation | ||||||||||||||||||||
Balance as at January 1, 2019 | - | - | - | - | - | |||||||||||||||
Depreciation during the year | 2 | - | 1 | - | 3 | |||||||||||||||
Dispositions in the year | - | - | - | - | - | |||||||||||||||
Balance as at December 31, 2019 | 2 | - | 1 | - | 3 | |||||||||||||||
Amortized balance as at December 31, 2019 | 27 | 11 | 88 | 1 | 127 |
December 31, | ||||||||
2019 | 2018 | |||||||
USD thousands | USD thousands | |||||||
Accrued expenses | 68 | 6 | ||||||
Employee benefits | 131 | 9 | ||||||
Related parties | 21 | 21 | ||||||
Others | 6 | - | ||||||
226 | 36 |
A. | Share capital of Meat-Tech 3D prior to the reverse acquisition (in shares, no par value) |
December 31, | ||||||||
2019 | 2018 | |||||||
Number of shares outstanding | 19,870,337 | 15,447,023 |
B. | Share capital and share premium of MeaTech (later known as Chicken Meat-Tech) prior to the reverse acquisition. (in shares, no par value) |
Ordinary shares | ||||||||
2019 | 2018 | |||||||
Issued and paid-in share capital as at the beginning of the period | 500 | 500 | ||||||
Issued not for cash during the period (See Footnote 1) | 18,316 | - | ||||||
Issued for cash during the period (See Footnote 2) | 19,681 | - | ||||||
Issued and paid-in share capital as at December 31 | 38,497 | 500 | ||||||
Authorized share capital | 100,000,000 | 1,500 |
1. | In March and June 2019, MeaTech allotted, free of charge, 5,851 and 12,465 ordinary shares, respectively, to its founders. |
2. | In September and October 2019, MeaTech allotted 19,681 shares to 24 separate investors at a price of USD 95.94 (NIS 345.45) per share, in exchange for a total investment of approximately USD 1,888 thousand (NIS 6,650 thousand). In addition, the investors were granted 9,839 warrants exercisable for shares for 12 months from their date of issue at an exercise price of USD 353 (NIS 1,242) each. |
Under the terms of the warrants, in the event that MeaTech would engage in an agreement to be merged into or acquired by another company, perform a public offering of its shares, sell off most of its assets or a controlling interest in it, or allocate shares that would constitute a majority of all of its shares, the warrant holders would have 48 hours to exercise the warrants, after which unexercised warrants would expire. In view of the fact that the warrants could be exercised for shares at the holder’s discretion, where the number of shares to be issued in exchange and their exercise price are fixed, the warrants were classified as capital, together with the premium paid on the shares issued. Following the execution of the merger agreement, as described in Note 1B, all the aforementioned warrants vested and later expired unexercised. The issue costs in the amount of USD 8 thousand (NIS 29 thousand) were recognized as a deduction from equity. |
C. | In 2019, MeaTech received legal services from a related party, free of charge. The financial value of these services were recognized in profit or loss against transactions with related parties reserve. |
Year ended December 31, | Eight months ended December 31, | |||||||
2019 | 2018 | |||||||
USD thousands | USD thousands | |||||||
Salaries, wages and related expenses(1) | 117 | - | ||||||
Materials | 20 | - | ||||||
Professional services | 13 | - | ||||||
Registration, drafting and filing of patents | 10 | - | ||||||
Others | 6 | - | ||||||
166 | - |
(1) | Including expenses in respect of related parties - see Note 12B. |
Year ended December 31 | Eight months ended December 31 | |||||||
2019 | 2018 | |||||||
USD thousand | USD thousand | |||||||
Salaries, wages and related expenses(1) | 107 | 31 | ||||||
Legal and professional services(1) | 112 | 8 | ||||||
PR and advertisement | 5 | 6 | ||||||
Office expenses(1) | 10 | 7 | ||||||
Depreciation and amortization | 20 | - | ||||||
Others | 2 | 1 | ||||||
256 | 53 |
(1) | Including expenses in respect of related parties - see Note 12B. |
A. | Details regarding the tax environment of the Company |
(1) | Corporate tax rate |
B. | Tax Assessments |
C. | Unrecognized transfer losses and deferred taxes As at December 31, 2019, the Company has business losses carried forward in the amount of USD 350 thousand (NIS 1,209 thousand). Under current tax legislation in Israel, tax losses do not expire. Deferred tax assets have not been recognized in respect of these items, nor in respect of timing differences for research and development expenses carried forward in the amount of USD 114 thousand (NIS 393 thousand), since the Company has not yet established the probability that future taxable profit will be available against which the Company can utilize the benefits. |
A. | Balances with related parties |
December 31, | December 31, | |||||||
2019 | 2018 | |||||||
USD thousands | USD thousands | |||||||
Related companies receivables | 87 | - | ||||||
Trade and other payables | 52 | 27 |
B. | Expense amounts with respect to related parties |
Year ended December 31, | Eight months ended December 31, | |||||||
2019 | 2018 | |||||||
USD thousands | USD thousands | |||||||
General and administrative expenses | ||||||||
Salaries, wages and related expenses (B1, B2, B4) | 89 | 31 | ||||||
Legal and professional services (B5) | 58 | - | ||||||
Rent and office maintenance (B3) | - | 7 | ||||||
Research & Development expenses | ||||||||
Salaries, wages and related (B2) | 15 | - |
1. | On July 1, 2018, MeaTech entered into an employment contract with a related party, under which he provided MeaTech with full-time CEO services for a monthly consideration of USD 4 thousand, plus generally accepted social benefits for executives. The executive departed MeaTech as of February 28, 2019. |
B. | Expense amounts with respect to related parties (cont.) |
2. | On September 1, 2019, MeaTech entered into an employment contract with Mr. Sharon Fima, under which Mr. Fima serves as the Chief Executive Officer and Chief Technology Officer, initially of MeaTech, and as of the Merger, of the Company. |
3. | Between October 15, 2018 and December 31, 2018, MeaTech leased offices from a company owned by a related party, for a monthly rental of USD 3 thousand. The rental agreement terminated on December 31, 2018. |
4. | Commencing September 1, 2019, MeaTech received management and investor relations services from two related parties in exchange for a monthly salary of USD 2.8 thousand each, plus generally accepted social benefits, the expense for which amounted to USD 33 thousand in the year ended December 31, 2019. |
5. | As of September 2019, MeaTech received legal advice and business development services from another two related parties in exchange for a monthly fee of USD 4 thousand plus VAT (each). In addition, MeaTech received legal services from one of these related parties with respect to the merger transaction described in Note 16A, in exchange for an amount of USD 22 thousand. |
1. | Under an office leasing agreement dated November 1, 2019 MeaTech (as of the Merger, the Company) leases office space and parking spaces, for a monthly fee of USD 9 thousand (NIS 27 thousand), including management fees, for a period of two years, with a an option to extend the term of the lease for a further year. The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 198 thousand (NIS 743 thousand), based on an assumption that the extension option was not reasonably expected to be exercised. The incremental interest rate used for estimating the liability is 2.25%. |
2. | Right-of-Use Asset |
Offices | ||||
USD thousands | ||||
Balance as at January 1, 2019 | - | |||
Additions during the year | 214 | |||
Amortization during the year | (17 | ) | ||
Balance as at December 31, 2019 | 197 |
3. | Maturity analysis of for the Company’s lease liability |
December 31, | ||||
2019 | ||||
USD thousands | ||||
Up to one year | 109 | |||
2 years | 92 | |||
Total | 201 |
4. | Amounts recognized in the statement of income |
Year ended December 31, | ||||
2019 | ||||
USD thousands | ||||
Amortization of ROU asset | 17 | |||
Interest expenses on lease liability | 1 |
Total amounts paid for leasing of the offices in the year ended December 31, 2019, was USD 14 thousand. |
Year ended December 31, 2019 | Eight months ended December 31, 2018 | |||||||
Weighted average of the number of ordinary shares of MeaTech | 24,573 | 18,816 | ||||||
Exchange ratio established in the acquisition agreement | 792.9 | 792.9 | ||||||
Weighted average of the number of ordinary shares used to calculate basic earnings per share | 19,484,478 | 14,919,810 |
A. | To secure its undertakings in connection with its lease agreement as described in Note 13, MeaTech provided a bank guarantee in the amount of USD 25 thousand (NIS 85 thousand). MeaTech also restricted a deposit of USD 17 thousand (NIS 60 thousand) in favor of a bank to secure its liabilities with respect to credit cards. The guarantee and deposit were assigned to Meat-Tech 3D upon the Merger. |
B. | In October and November 2019, MeaTech engaged in consulting agreements with two development consultants, which were assigned to Meat-Tech 3D upon the Merger. In return for the consultation services, the Company pays each consultant a monthly retainer of USD 3 thousand. Subsequent to the closing of the merger transaction detailed in Note 1B, and subsequent to the reporting date, the Company allotted the consultants warrants to purchase an aggregate amount of 200,000 shares. |
The Company has exposure to the following risks from its use of financial instruments: credit, liquidity and market risks. |
A. | Framework for risk management The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policy was formulated to identify and analyze the risks that the Company faces, to set appropriate limits for the risks and controls, and to monitor the risks and their compliance with the limits. The risk policy and risk management methods are reviewed regularly to reflect changes in market conditions and in the Company’s operations. The Company acts to develop an effective control environment in which all employees understand their roles and commitment. |
B. | Credit risk Credit risk is the risk of financial loss to the Company if a debtor or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from the Company’s receivables. The Company restricts exposure to credit risk by investing only in bank deposits. |
C. | Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. This does not take into account the potential effect of extreme circumstances that cannot reasonably be predicted. |
D. | Market risk Market risk is the risk that changes in market prices, such as foreign currency exchange rates, the CPI, interest rates and the prices of equity instruments, will influence the Company’s results or the value of its holdings in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. |
E. | Fair value The carrying amounts of financial assets and liabilities, including cash and cash equivalents, other receivables, trade payables and other payables are the same or proximate to their fair value. |
A. | On January 26, 2020, MeaTech Ltd. completed a reverse merger into Ophectra Real Estate and Investments Ltd., which was renamed Meat-Tech 3D Ltd., upon which MeaTech became a wholly-owned subsidiary of Meat-Tech 3D and later changed its name to Chicken Meat-Tech Ltd. For further details, see Note 1B above. |
B. | Capital Raising |
1. | On May 7, 2020, the Company announced the closing of a capital raising round with Mr. Steve H. Lavin, through EL Capital Investments, LLC (a company controlled by Mr. Lavin) together with MD Premium Issuances Ltd., in a total amount of USD 1 million in Meat-Tech 3D at an ordinary share price of NIS 2.49. In return, the investors received an aggregate amount of 1,391,794 ordinary shares and warrants to purchase 8,040,382 ordinary shares, at an exercise price of NIS 3.36 per warrant, for a period of 4 years, with an acceleration mechanism in the event that the Company’s securities are listed on a leading foreign stock exchange. |
2. | On May 7, 2020, the Company’s board of directors approved a capital raising of approximately USD 2.4 million (NIS 8.35 million), by way of private placement to a number of offerees, under which the Company allotted the offerees a total of 4,398,570 ordinary shares at a price per share of NIS 1.90, as well as 4,398,570 non-tradable warrants, exercisable for a total of 4,398,570 ordinary shares, at an exercise price of NIS 3.03. |
3. | In August 2020, the Company announced the closing of a capital raising round in which a number of investors invested a gross total of approximately USD 5.8 million (NIS 20 million), in return for 5,292,160 ordinary shares of the Company, warrants exercisable into 7,409,021 ordinary shares, 1,374,998 share rights, and 1,925,000 option rights. |
C. | On May 26, 2020, following the approval of the Company's board of directors, the Company engaged in a separation agreement with Therapin, in which the Company had held 14.74% of the issued and paid-up share capital. Pursuant to the separation agreement, immediately upon the signing of the agreement, the investment agreement under which the Company invested in Therapin, in return for allotment of shares and options of Therapin, an amount of USD 2.1 million (NIS 7.25 million) was canceled, and replaced with a debt arrangement. As a result of the separation agreement, the Company is no longer a shareholder in Therapin, but rather a debtholder. |
D. | On August 17, 2020, the Company announced that it had successfully completed a significant milestone – printing a uniform, thin, slaughter-free meat tissue produced from stem cells. Following the achievement of this milestone, rights exercisable into ordinary shares of the Company vested and were exercised with no exercise price into 6,359,480 ordinary shares of the Company, which are 50% of all rights granted to the former shareholders of MeaTech as described in Note 1B above. |
E. | In October 2020, the Company announced that it had made an initial investment in Peace of Meat BV (POM), a leading developer of cultured fat products, in the amount of EUR 1 million (approximately USD 1.2 million) in return for approximately 5.65% of the outstanding equity of POM, post-allocation, as part of its planned full acquisition of POM, subject to the completion of a final agreement. On December 8, 2020, the Company announced that it had entered into an agreement with all of the shareholders of POM, to acquire all of the outstanding share capital of POM not yet owned by the Company for total consideration of up to €15 million. The total consideration payable by the Company in the acquisition consists of €7.5 million, comprised of €3,923,745 in cash and 4,001,700 of our ordinary shares, equivalent to €3,576,255, payable on the closing date, and up to an additional €7.5 million payable in a combination of €3,923,745 in cash and 4,001,700 of the Company’s ordinary shares equivalent to €3,576,255, upon the achievement of four defined milestones related to Peace of Meat’s biomass and bioreactor size, density, capacity and production. The closing of the agreement is subject to customary closing conditions. |
F. | In December 2020, the Company issued to certain investors 6,791,600 ordinary shares, warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 5.00 per share and warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 6.00 per share, for aggregate gross proceeds of $7.3 million. |
G. | In March 2020, the World Health Organization declared the coronavirus (COVID-19) outbreak a global pandemic. To date, the impact of the pandemic on the Company’s operations has been mainly limited to a temporary facility closure in the context of a government-mandated general lockdown, which temporary delayed certain development activities. Based on the information in its possession, the Company estimates that as of the date of approval of the financial statements, the Covid-19 pandemic is not expected to affect the Company's operations. However, the Company is unable to assess with certainty the extent of future impact, in part due to the uncertainty regarding the duration of the Covid-19 pandemic, its force and its effects on the markets in which the Company operates and additional measures that the government may adopt. |
As at June 30, | December 31, | |||||||||||||||
2020 | 2019 | 2019 | ||||||||||||||
USD thousands | USD thousands | USD thousands | ||||||||||||||
Note | ||||||||||||||||
Assets | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | 5,201 | 5 | 1,274 | |||||||||||||
Loan to others | - | - | 87 | |||||||||||||
Receivables for the issue of capital | - | - | 222 | |||||||||||||
Other investment | 4c | 134 | - | - | ||||||||||||
Receivables | 73 | - | 38 | |||||||||||||
5,408 | 5 | 1,621 | ||||||||||||||
Non-current assets: | ||||||||||||||||
Fixed assets, net | 277 | 3 | 127 | |||||||||||||
Right of use asset | 143 | - | 197 | |||||||||||||
Restricted deposit | 72 | - | 42 | |||||||||||||
Other investment | 4c | 1,164 | - | - | ||||||||||||
1,656 | 3 | 366 | ||||||||||||||
Total assets | 7,064 | 8 | 1,987 | |||||||||||||
Liabilities and equity | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Current maturities of lease liabilities | 109 | - | 109 | |||||||||||||
Other payables | 398 | 49 | 226 | |||||||||||||
Trade payables | 61 | - | 69 | |||||||||||||
Derivative instrument | 4a1 | 3 | - | - | ||||||||||||
571 | 49 | 404 | ||||||||||||||
Non-current liabilities: | ||||||||||||||||
Long-term lease liabilities | 37 | - | 92 | |||||||||||||
37 | - | 92 | ||||||||||||||
Shareholders' Equity | ||||||||||||||||
Share capital and premium | 18,497 | - | 1,880 | |||||||||||||
Capital reserves | 1,348 | 13 | 36 | |||||||||||||
Accumulated deficit | (13,389 | ) | (54 | ) | (425 | ) | ||||||||||
Total Shareholders’ capital equity (deficit) | 6,456 | (41 | ) | 1,491 | ||||||||||||
Total liabilities and Shareholders’ equity | 7,064 | 8 | 1,987 |
Six | Year | |||||||||||||||
months ended | ended | |||||||||||||||
June 30, | December 31, | |||||||||||||||
2020 | 2019 | 2019 | ||||||||||||||
USD thousands, except share data | USD thousands, except share data | USD thousands, except share data | ||||||||||||||
Note | ||||||||||||||||
Expenses | ||||||||||||||||
Research and development Expenses | 850 | 14 | 166 | |||||||||||||
General and Administrative Expenses | 2,006 | 38 | 256 | |||||||||||||
Public Listing Expenses | 1A | 10,164 | - | - | ||||||||||||
Total expenses | 13,020 | 52 | 422 | |||||||||||||
Operating loss | 13,020 | 52 | 422 | |||||||||||||
Financing expenses (income), net | (56 | ) | - | 1 | ||||||||||||
Loss for the Period | 12,964 | 52 | 423 | |||||||||||||
Other comprehensive loss (income) Items that will not be transferred to profit or loss: | ||||||||||||||||
Net change in fair value of financial assets | 334 | - | - | |||||||||||||
Foreign currency translation adjustments | (51 | ) | 1 | (22 | ) | |||||||||||
Total other comprehensive loss for the period | 13,247 | 53 | 401 | |||||||||||||
Loss per ordinary share (in USD) without par value: | ||||||||||||||||
Basic and diluted loss per share (in USD) | 0.262 | 0.003 | 0.022 | |||||||||||||
Weighted average number of shares outstanding – basic and diluted | 49,476,813 | 14,919,810 | 19,484,478 |
Six months ended June 30, 2020 | ||||||||||||||||||||||||||||
Share capital and 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, 2020 | 1,880 | - | 14 | 22 | - | (425 | ) | 1,491 | ||||||||||||||||||||
Reverse acquisition - see Note 1. | 11,439 | - | - | - | - | - | 11,439 | |||||||||||||||||||||
Issuance of shares and warrants, net | 3,059 | - | - | - | - | - | 3,059 | |||||||||||||||||||||
Share-based payments | - | - | - | - | 1,595 | - | 1,595 | |||||||||||||||||||||
Exercise of options | 2,119 | - | - | - | - | - | 2,119 | |||||||||||||||||||||
Other comprehensive income (loss) | - | (334 | ) | - | 51 | - | - | (283 | ) | |||||||||||||||||||
Loss for the Period | - | - | - | - | - | (12,964 | ) | (12,964 | ) | |||||||||||||||||||
Balance as at June 30, 2020 | 18,497 | (334 | ) | 14 | 73 | 1,595 | (13,389 | ) | 6,456 |
Six months ended June 30, 2019 | ||||||||||||||||||||
Share capital and premium on shares | Transactions with related parties reserve | Currency translation differences reserve | Accumulated Deficit | Total | ||||||||||||||||
USD thousands | ||||||||||||||||||||
Balance as at January 1, 2019 | - | - | - | (2 | ) | (2 | ) | |||||||||||||
Transaction with a related party | - | 14 | - | - | 14 | |||||||||||||||
Other comprehensive loss | - | (1 | ) | - | (1 | ) | ||||||||||||||
Loss for the Period | - | - | - | (52 | ) | (52 | ) | |||||||||||||
Balance as at June 30, 2019 | - | 14 | (1 | ) | (54 | ) | (41 | ) |
Year ended December 31, 2019 | ||||||||||||||||||||
Share capital and premium on shares | Transactions with related parties reserve | Currency translation differences reserve | Accumulated deficit | Total | ||||||||||||||||
USD thousands | ||||||||||||||||||||
Balance as at January 1, 2019 | - | - | - | (2 | ) | (2 | ) | |||||||||||||
Issuance of shares and warrants | 1,880 | - | - | - | 1,880 | |||||||||||||||
Other comprehensive income | - | - | 22 | - | 22 | |||||||||||||||
Transaction with a related party | 14 | - | - | 14 | ||||||||||||||||
Loss for the year | - | - | - | (423 | ) | (423 | ) | |||||||||||||
Balance as at December 31, 2019 | 1,880 | 14 | 22 | (425 | ) | 1,491 |
Six | Year | |||||||||||
months ended | Ended | |||||||||||
June 30, | December 31, | |||||||||||
2020 | 2019 | 2019 | ||||||||||
USD thousands | USD thousands | USD thousands | ||||||||||
Cash flows - operating activities | ||||||||||||
Net Loss for the period | (12,964 | ) | (52 | ) | (423 | ) | ||||||
Adjustments: | ||||||||||||
Depreciation and amortization | 73 | 1 | 21 | |||||||||
Transaction with a related party | - | 14 | 14 | |||||||||
Revaluation of liability with respect to a derivative | (73 | ) | - | - | ||||||||
Expenses for share-based payments | 1,592 | - | - | |||||||||
Expenses for public listing | 10,164 | - | - | |||||||||
Changes in asset and liability items: | ||||||||||||
Decrease (increase) in other receivables | (34 | ) | 1 | (36 | ) | |||||||
Increase (decrease) in trade payables | (7 | ) | - | 66 | ||||||||
Increase (decrease) in other payables | (232 | ) | 10 | 185 | ||||||||
Net cash used in operating activities | (1,481 | ) | (26 | ) | (173 | ) | ||||||
Cash flows - investment activities | ||||||||||||
Acquisition of fixed assets | (168 | ) | (1 | ) | (126 | ) | ||||||
Increase of restricted deposit | (30 | ) | - | (41 | ) | |||||||
Loan provided | - | - | (86 | ) | ||||||||
Net cash used in investing activities | (198 | ) | (1 | ) | (253 | ) | ||||||
Cash flows - financing activities | ||||||||||||
Proceeds from issuance of shares and warrants | 3,300 | - | 1,670 | |||||||||
Issuance costs | (242 | ) | - | (8 | ) | |||||||
Proceeds on account of capital issuance | 115 | - | - | |||||||||
Repayment of liability for lease | (55 | ) | - | (14 | ) | |||||||
Decrease in other investment | 12 | - | - | |||||||||
Proceeds with regard to derivative | 74 | - | - | |||||||||
Proceeds from exercise of share options | 2,118 | - | - | |||||||||
Proceeds on account of capital issuance | 223 | - | - | |||||||||
Net cash from financing activities | 5,545 | - | 1,648 | |||||||||
Increase in cash and cash equivalents | 3,866 | (27 | ) | 1,222 | ||||||||
Effect of exchange differences on cash and cash equivalents | 61 | 1 | 21 | |||||||||
Cash and cash equivalents at the beginning of the period: | 1,274 | 31 | 31 | |||||||||
Cash balance and cash equivalents at end of period | 5,201 | 5 | 1,274 | |||||||||
Non-cash activities | ||||||||||||
Purchase of fixed assets | - | - | 1 | |||||||||
Issue of shares and options against receivables | - | - | 222 |
A. | Reporting entity |
1. | Immediately after completing the development of a prototype to create a layer of stem cells using 3D printing technology, 50% of the Founders Rights will vest and convert into an equal number of Company shares (for details of the fulfilment of this milestone subsequent to the balance sheet date, see Note 7 below); |
2. | Immediately after a taste test of clean meat tissue weighing at least 100 grams printed using the 3D printer to be developed by the Company, the remaining 50% of the Founders Rights will vest and convert into an equal number of Company shares. |
A. | Reporting entity (cont.): |
1. | Repayment in full of the Company’s debts and liabilities, by transferring the asset balance of the Company’s previous operations to a trustee that will act to sell them. |
2. | With the approval of the settlement, all of the Company's assets were transferred to a settlement fund, other than the Company's shareholding in Therapin. |
3. | The Company undertook to provide a total amount of up to approximately USD 376 thousand (NIS 1,300 thousand) for the settlement fund, which will serve as an additional source for repayment of the settlement fund's liabilities to the Company's creditors. As at the balance sheet date of these financial statements, a total amount of approximately USD 285 thousand (NIS 1,000 thousand) had been transferred. Subsequent to the reporting period, another approximately USD 82,000 (NIS 300,000) was transferred. |
4. | The settlement fund assets will serve as the only source for repayment of liabilities to the Company's creditors, whose cause of action preceded the date of approval of the settlement. |
B. | Definitions |
(1) | The Company or Legal Acquirer - Meat-Tech 3D Ltd. |
(2) | The Group - the Company and its Subsidiary |
(3) | The Subsidiary or Accounting Acquirer – MeaTech |
(4) | Related party - as defined in IAS 24 (Revised). |
(6) | USD - United States Dollar |
A. | Statement of compliance with IFRS |
A. | The assets and liabilities of the Accounting Acquirer and acquiree were recognized in the consolidated financial statements at their carrying value shortly prior to the Transaction. |
B. | Retained earnings and other capital items of the consolidated entity following the Merger Transaction are those of the Accounting Acquirer, which is the legal subsidiary (shortly before the business combination). The legal capital structure, i.e., the type and number of shares, remains that of the Company (the legal parent company). |
C. | The accounting acquiree was a shell company at the date of the Transaction. As a result of the Transaction, no originating or goodwill differences were generated and the difference between the consideration and the fair value of the net assets of the accounting acquirer was recorded as non-recurring public listing expenses. |
D. | Earnings or loss per share up to the closing date of the Transaction were calculated by dividing the loss or earnings of the Accounting Acquirer into periods corresponding to the weighted average of the Company's ordinary shares that were outstanding during the corresponding periods, multiplied by the exchange ratio in the shares allotment agreement. From the Transaction date onwards, the weighted average of the ordinary shares taken into account in calculating the earnings or loss per share is that of the Company. |
E. | Comparative information presented in the consolidated financial statements for the periods prior to the Transaction date is that of the accounting acquirer, other than share capital and earnings per share calculation. |
A. | Capital Raising |
1. | On May 7, 2020, the Company announced the closing of a fundraising round as set out below: |
A. | Capital Raising (cont.) |
2. | On May 7, 2020, the Company's board of directors approved a capital raising of approximately USD 2.4 million (NIS 8.35 million), by way of private placement to a number of offerees, all of which are accredited investors or institutional investors, under which the Company allotted the offerees a total of 4,398,570 ordinary shares of the Company without par value, as well as a 4,398,570 options (unregistered) exercisable for a total of 4,398,570 ordinary shares of the Company without par value, at additional exercise price of NIS 3.03, at a price of NIS 1.90 per unit that consists of one ordinary share and one option (unregistered). |
3. | In August 2020, the Company announced the closing of an investment round in which a number of investors, including institutional investors and Israeli and foreign private investment bodies, led by Rami Levy, entered into an agreement for an investment of a gross total of approximately USD 5.8 million (NIS 20 million). Part of the investment, a total of approximately USD 4.6 million (NIS 16 million), was invested immediately against the allotment of 5,292,160 ordinary shares with no par value of the Company, and unlisted warrants exercisable into 7,409,021 ordinary shares of the Company at an exercise price of NIS 3.95 per share. Some investors were also issued unlisted rights that are required to be exercised or forfeited in the event that the Company lists its securities on a leading foreign stock exchange, into 1,374,998 ordinary shares of the Company with no par value at a price of NIS 3.00 each (in total USD 1.2 million, or NIS 4 million), as well as unlisted rights to receive 1,925,000 unlisted warrants that can be exercised in return for NIS 3.95 per share. |
A. | Capital Raising (cont.) |
B. | Share capital and share premium |
Six months ended | ||||
June 30, 2020 | ||||
(Unaudited) | ||||
USD thousands | ||||
Reverse Acquisition | 11,439 | |||
Capital raising * | 3,059 | |||
Exercise of options into shares during the period | 2,119 | |||
16,617 |
Six months ended June 30, 2020 | ||||
In shares without par value | ||||
Issued and authorized share capital as at January 1, 2020 | 19,870,337 | |||
Ordinary shares from the Merger Transaction | 30,525,506 | |||
Issued during the period | 5,790,364 | |||
Exercise of options during the period | 3,713,069 | |||
Issued and paid-up share capital as at June 30, 2020 | 59,899,276 |
C. | Separation Agreement from Therapin |
1. | At the time of signing, Therapin committed to pay the Company an amount of USD 11,000 (NIS 40,000) per month, thereafter as of August 1, 2020 over a period of 119 months (the “Payment Period”), for an aggregate total amount of USD 1.4 million (NIS 4.8 million). During the two years from the date of the separation agreement, 50% of the payments from Therapin will be transferred to a restricted deposit and form an additional source for repayment of the settlement fund, if there are any additional creditors. The Company does not know of any additional creditors. After two years, the contents of the restricted deposit will be released to the Company. |
2. | The rest of the Payment Amount will be paid to the Company if during the Payment Period, Therapin or a subsidiary of Therapin complete an exit event, including listing on a stock exchange following a merger or IPO, and the Company will be given the option to receive shares in such merged company/issue, or payment of the balance in cash (to the extent that payment is cash-based). |
3. | During the Payment Period, if Therapin has not completed one of the transactions as set out in Section 2, then in the event that Therapin generates a distributable surplus, Therapin will pay the Company an amount equivalent to 14.74% of the surplus balance as repayment on account of the outstanding balance (but in any case no more than the outstanding balance). |
4. | In the event that, during or subsequent to the end of the Payment Period, Therapin distributes a dividend to its shareholders, and on that date there is a remaining outstanding balance, Therapin will pay the Company an amount equivalent to 14.74% of the dividend distributed to shareholders as repayment on account of the outstanding balance (but in any case no more than the outstanding balance). |
5. | As a result of the separation agreement, the Company is no longer a shareholder in Therapin, but rather a debtholder. |
Developments in the Therapin investment: | As at June 30, 2020 | |||
USD thousands | ||||
As at January 1, 2020 | - | |||
Investment in shares | 1,642 | |||
Revaluation of investment | (334 | ) | ||
Balance as at May 26, 2020 | 1,308 | |||
Decrease in investment (proceeds) | (10 | ) | ||
As at June 30, 2020 | 1,298 |
D. | Effects of Covid-19 Coronavirus Pandemic |
Date of grant and entitled employees | Instrument terms | No. of instruments (thousands) | Vesting Conditions | Contractual life of options (years) | ||||
RSUs awarded to consultants and the chairman of the Company's board on May 7, 2020 | The RSUs are exercisable for a payment of NIS 0.3 per share | 1,503 | 36 monthly tranches | 3 years | ||||
RSUs awarded to an employee on May 7, 2020 | The RSUs are exercisable without exercise price | 100 | 1/3 after one year and the balance in 8 quarterly tranches | 4 years | ||||
Options awarded to consultants of the Company on May 7, 2020 | Each option can be exercised for an ordinary share without par value of the Company | 3,987 | 6 quarterly tranches | 4 years | ||||
Options awarded to consultants of the Company on May 7, 2020 | Each option can be exercised for an ordinary share without par value of the Company | 80 | Immediate | 4 years | ||||
Options awarded to the CEO on May 7, 2020 | Each option can be exercised for an ordinary share without par value of the Company | 500 | 1/3 after one year and the balance in 8 quarterly tranches | 4 years | ||||
Options awarded to employees of the Company on May 7, 2020 | Each option can be exercised for an ordinary share without par value of the Company | 1,550 | 1/3 after one year and the balance in 8 quarterly tranches | 4 years | ||||
Total ordinary shares into which the above options and RSUs may be converted | 7,720 |
Options for shares plan | ||
Grant date fair value | NIS 22,330 thousand | |
The parameters used to calculate fair value: | ||
Share price (NIS at grant date) | 2.617 | |
Exercise price (NIS unlinked) | 0.3-3.49 | |
Expected volatility (weighted average) | 95% | |
Expected useful life (weighted average) | 3 or 4 years | |
Risk-free interest rate | 0.1%-0.3% | |
Expected rate of dividends | 0% |
June 30, | December 31, | |||||||||||
2020 | 2019 | 2019 | ||||||||||
USD thousands | USD thousands | USD thousands | ||||||||||
Receivables: | ||||||||||||
Related companies | - | - | 87 | |||||||||
Payables: | ||||||||||||
Related companies | 4 | 18 | 21 | |||||||||
Directors and interested parties | 41 | - | 31 |
1. |
2. |
Notes | Balance as at February 29, 2020 | |||||||
Euro | ||||||||
Assets | ||||||||
Cash and cash equivalents | 6.9 | 448,611 | ||||||
Other receivables | 6.8 | 30,092 | ||||||
Prepaid expenses | 7,500 | |||||||
Total current assets | 486,203 | |||||||
Total assets Tota assets | 486,203 | |||||||
Liabilities | ||||||||
Current liabilities | ||||||||
Convertible debentures | 6.12 | 865,096 | ||||||
Trade payables | 4,444 | |||||||
Other payables | 28,310 | |||||||
Total current liabilities | 897,850 | |||||||
Total liabilities | 897,850 | |||||||
Equity | ||||||||
Share capital | 6.10 | 5,000 | ||||||
Reserves | 6.13 | 99,623 | ||||||
Retained earnings | (516,270 | ) | ||||||
Equity attributable to the owners of the Company | (411,647 | ) | ||||||
Total equity | (411,647 | ) | ||||||
Total equity and liabilities | 486,203 |
3. |
Notes | For the period from September 1, 2019 ended February 29, 2020 | |||||||
Euro | ||||||||
Research and development expenses | 6.4 | (137,583 | ) | |||||
Selling, general and administrative expenses | 6.5 | (163,246 | ) | |||||
Operating loss | (300,829 | ) | ||||||
Financing expenses | 6.6 | (215,441 | ) | |||||
Financing expenses, net | (215,441 | ) | ||||||
Loss for the year | (516,270 | ) |
4. |
Notes | Attributable to the owners of the Company Euro | |||||||||||||||||||
For the period from September 1, 2019 ended February 29, 2020 | Share Capital | Retained Earnings | Other reserves | Total equity | ||||||||||||||||
Total Comprehensive income for the period | ||||||||||||||||||||
Loss for the period | - | (516 270 | ) | - | (516,270 | ) | ||||||||||||||
Transactions with owners, recognized directly in equity | ||||||||||||||||||||
Issue of ordinary shares | 6.10 | 5,000 | - | - | 5,000 | |||||||||||||||
Share-based payments | 6.13 | - | - | 99,623 | 99,623 | |||||||||||||||
Balance as at February 29, 2020 | 5,000 | (516,270 | ) | 99,623 | (411,647 | ) |
5. |
Notes | For the period from September 1, 2019 ended February 29, 2020 | |||||||
Euro | ||||||||
Cash flows from operating activities | ||||||||
Loss for the year | (516,270 | ) | ||||||
Non-cash and operational adjustments | ||||||||
Change in fair value of convertible debentures | 6.6 | 215,141 | ||||||
Share-based payment transactions | 99,623 | |||||||
Working capital adjustments | ||||||||
Change in other receivables | (30,092 | ) | ||||||
Change in trade and other payables | 32,754 | |||||||
Change in prepaid expenses | (7,500 | ) | ||||||
Net cash used in operating activities | (206,344 | ) |
Notes | For the period from September 1, 2019 ended February 29, 2020 | |||||||
Euro | ||||||||
Cash flows from financing activities | ||||||||
Proceeds from issuance of share capital | 6.10 | 5,000 | ||||||
Proceeds from issuance of convertible debentures | 6.13 | 649,955 | ||||||
Net cash from financing activities | 654,955 | |||||||
Net increase in cash and cash equivalents | 448,611 | |||||||
Cash and cash equivalents as at February 29, 2020 | 448,611 |
6. |
6.1. | General |
6.1.1. | Reporting Entity |
6.1.2. | Material Events in the Reporting Period |
6.1.3. | Definitions |
a) | The Company – Peace of Meat BV, with its registered office at Olieweg 95, 2020 Antwerp, Belgium. |
b) | Related party – Within its meaning in IAS 24 (2009), “Related Party Disclosures”. |
c) | Financial Statements – Financial Statements for the period from inception (September 1, 2019) ended February 29, 2020. |
6.2. | Basis of preparation |
6.2.1. | Statement of Compliance |
6.2.2. | Functional and Presentation Currency |
6.2.3. | Basis of Measurement |
6.2.4. | Use of Estimates |
Estimate | Principal assumptions | Possible effects | Reference |
Recognition of a deferred tax asset in respect of tax losses | The probability that in the future there will be taxable profits against which carried forward losses can be utilized | Recognition or reversal of deferred tax asset in profit or loss | For information on losses for which a deferred tax asset was not recognized, see Note 6.7 of the Financial Statements. |
Measurement of financial liabilities related to convertible debentures | The probability of scenarios of conversion, early repayment and the maturity date of the convertible loan agreements | Measurement of a conversion feature related to convertible debentures under different scenarios | For information on the scenarios, see Note 6.12 of the Financial Statements. |
Measurement of the compensation expense related to a call option | The assumptions underlying the option pricing model applied | Measurement of a call option as compensation expense | For information on the valuation of the share-based payment arrangements related to a call option, see Note 6.13 of the Financial Statements. |
6.3. | Summary of Significant Accounting Policies |
6.3.1. | Foreign Currency Translation |
6.3.2. | Financial Instruments |
6.3.3. | Financing Income and Expenses |
6.3.4. | Taxes |
6.3.5. | Government Grants |
6.3.6. | Research and Development |
6.3.7. | Employee Benefits |
6.3.8. | Share-Based Payments Arrangements |
6.3.9. | New Standards, Amendments to Standards and Interpretations not yet adopted |
Standard / interpretation / amendment | The requirements of the publication | Effective date and transitional provisions | Expected effects | |||
Amendment to IFRS 3, Business Combinations | The Amendment clarifies whether a transaction to acquire an operation is the acquisition of a "business" or an asset. For the purpose of this examination, the Amendment added an optional concentration test so that if substantially all of the fair value of the acquired assets is concentrated in a single identifiable asset or a group of similar identifiable assets, the acquisition will be of an asset. In addition, the minimum requirements for definition as a business have been clarified, such as for example the requirement that the acquired processes be substantive so that in order for it to be a business, the operation shall include at least one input element and one substantive process, which together significantly contribute to the ability to create outputs. Furthermore, the Amendment narrows the reference to the outputs element required in order to meet the definition of a business and added examples illustrating the aforesaid examination. | The Amendment is effective for transactions to acquire an asset or business for which the acquisition date is in annual periods beginning on or after January 1, 2020, with earlier application being permitted. | In the opinion of the Company, application of the Amendment may have a material effect on the accounting treatment of future acquisitions of operations. |
6.4. | Research and Development Expenses |
For the period from September 1, 2019 ended February 29, 2020 | ||||
Euro | ||||
Management fees and expenses | 56,182 | |||
Share-based payment | 99,623 | |||
Other | 10,150 | |||
Total research and development expenses | 165,955 | |||
Less participation of the Flemish government in research and development expenses | 28,372 | |||
Total research and development expenses | 137,583 |
6.5. | Selling, General and Administrative Expenses |
For the period from September 1, 2019 ended February 29, 2020 | ||||
Euro | ||||
Management fees and expenses | 85,644 | |||
Travel cost | 32,164 | |||
Professional fees | 16,958 | |||
Corporate branding fees | 12,549 | |||
Fairs, conferences and other marketing expenses | 3,105 | |||
Salaries, wages and related expenses (see also Note 6.11 on employee benefits) | 3,211 | |||
License fees | 2,671 | |||
Office space fees | 2,539 | |||
Other general and administrative expenses | 4,405 | |||
Total selling, general and administrative expenses | 163,246 |
6.6. | Financing Expenses |
For the period from September 1, 2019 ended February 29, 2020 | ||||
Euro | ||||
Financial liabilities at fair value through profit or loss | ||||
Net change in fair value of convertible debetures measured at fair value through profit or loss | 215,141 | |||
Other | ||||
Other financing expenses | 300 | |||
Total financing expenses | 215,441 |
6.7. | Income Tax |
As at February 29, 2020 | ||||
Euro | ||||
Tax asset not recognized | 55,484 | |||
Total | 55,484 |
6.8. | Other Receivables |
As at February 29, 2020 | ||||
Euro | ||||
Other receivables | ||||
Grants receivable | 28,372 | |||
VAT recoverable | 1,720 | |||
Total other receivables | 30,092 |
6.9. | Cash and Cash Equivalents |
As at February 29, 2020 | ||||
Euro | ||||
Cash and cash equivalents | ||||
Bank balance | 448,661 | |||
Total cash and equivalents | 448,661 |
6.10. | Capital and Reserves |
6.11. | Employment Benefits |
As at February 29, 2020 | ||||
Euro | ||||
Presented under current liabilities – other payables | ||||
Short-term employee benefits | 2,830 | |||
Total short-term employee benefits | 2,830 |
6.12. | Convertible debentures |
Identitity of Borrower | Type | Loan date | Original loan amount | Interest Mechanism | Payment date of Principal | Other Material Terms | Face Value | Fair Value | ||||||||
The Company | Convertible Debentures “2019” (1) | Between August 27, 2019 and January 6, 2020 | 649,955 | 4% annually based on original loan amount (calculated on a 365 days basis) | Maturity date as at December 31, 2020 with a possibility to extend if lenders whose pro rata portion of the sum of all convertible debentures “2019” aggregates to more than 50% of the committed amount of the sum of all convertible debentures “2019” (“Majority Lenders”), agree Early Repayment possible if Majority Lenders agree | Conversion mechanisms and conditions: • Mandatory conversion in case of a Qualified Financing (1 million Euro) based on price per share at that date minus discount as follows: (i) in the event of Conversion prior to April 1, 2020: 25%; (ii) in the event of Conversion on or after April 1, 2020: 25% increased with a percentage equal to 1% multiplied by the number of months that have passed since April 1, 2020 but with a cap of 34%; • Mandatory conversion at maturity date based on price per share based on two different situations: (i) 4 mllion Euro pre money if a grant of 3 mllion Euro has been awarded (ii) 2 million Euro pre money if a grant of 3 million has not been awarded. • Events of Default whereby the lenders shall have the right to declare the loan immediately due and payable are: (a) Failure to pay: the Company fails to pay when due and the failure is not remedied within seven business days after the Majority Lenders have given notice of this failure; (b) Material breach of Obligations: the Company materially fails to observe or perform any of its obligations and failure is not remedied within seven business days after the Majority Lenders have given notice of this failure; (c) Insolvency: in case of forced liquidation, receivership or winding up, the making of an assignment for the benefit of creditors or any voluntary winding up or any similar event. | 649,955 | 865,096 | ||||||||
Total material loans in the Company | 649,955 | 865,096 |
Euro | ||||
Proceeds from issue of convertible debentures | 649,955 | |||
Change in fair value of convertible debentures | 215,141 | |||
Balance as at February 29, 2020 | 865,096 |
6.13. | Share-Based Payment Arrangements |
Date of grant and enitles parties | Instrument terms | Number of instruments | Vesting Conditions | Contractual life of Call option | ||||
Call option awarded to CSO of the Company on January 13, 2020 and approved by the Board of Directors on January 17, 2020 | The Call option can be exercised for a maximum of 100 shares of the Company against a total payment of 750,00 Euro (for 100 shares). | 100,000 | Vesting upon consummation of an equity financing in the Company by a third party investor or purchase of the shares by another corporation/business with proceeds of at least 1 million Euro by December 31, 2021 | The Call Option is exercisable as of the Closing Date until and including December 31, 2021. | ||||
Total ordinary shares into which the above Call option may be converted | 100,000 |
Ordinary shares | ||||
Euro | ||||
Grant date fair value of 100,000 ordinary shares | 807,000 | |||
The parameters used to calculate the fair value of the company | ||||
Expected volatility | 77.12 | % | ||
Expected term | 3 years | |||
Risk free interest rate | 0.61 | % |
For the period from September 1, 2019 ended February 29, 2020 | ||||
Euro | ||||
Share-based payments | 99,623 | |||
99,623 |
6.14. | Financial Instruments |
1. | Financial instruments measured at fair value. |
February 29, 2020 | |||||||||||||||||||
Fair value | |||||||||||||||||||
Carrying amount | Level 1 | Level 2 | Level 3 | Valuation techniques for determining fair value | Inputs used to determine fair value | ||||||||||||||
EUR | |||||||||||||||||||
Non-current liabilities | |||||||||||||||||||
Convertible debentures | 649,955 | 865,096 | Fair value is estimated by discounting the future value of the debenture based on the probability of conversion under different scenarios at a discount rate which is based on the median of the comparative interest rates on unsecured notes with venture capital backed companies from the pharmaceutical, technology and biotech industry. (1) | Discount rate of 9.38% | |||||||||||||||
649,955 | 865,096 |
(1) | The scenarios as mentioned in the table above are as follows: |
Scenario | Management’s estimate of probability as at February 29, 2020 | |||
A conversion based on a Qualified Financing expected to take place on June 30, 2020 with a discount of 28% | 40 | % | ||
A conversion based on a Qualified Financing expected to take place on December 30, 2020 with a discount of 34% | 40 | % | ||
Conversion at Maturity Date | 20 | % | ||
TOTAL | 100 | % |
2. | Fair value hierarchy of financial instruments measured at fair value |
February 29, 2020 | ||||||||||||
Level 1 Euro | Level 2 Euro | Level 3 Euro | ||||||||||
Financial liabilties measured at fair value through profit or loss | ||||||||||||
Convertible debentures | 865,096 | |||||||||||
865,096 |
6.15. | Related Party Transactions |
For the period from September 1, 2019 ended February 29, 2020 | ||||
Euro | ||||
Management fees and professional fees – research and development expenses | 56,182 | |||
Management fees and professional fees – selling, general and administrative expenses | 85,644 | |||
Share-based payments – research and development expenses | 99,623 | |||
Total | 241,449 |
As at February 29, 2020 | ||||
Euro | ||||
Presented under other payables | ||||
Current account with related parties | 480 | |||
Total | 480 |
6.16. | Subsequent Events |
1. |
Notes | Balance as at August 31, 2020 | Balance as at February 29, 2020 | ||||||||||
Euro | Euro | |||||||||||
Assets | ||||||||||||
Cash and cash equivalents | 312,309 | 448,611 | ||||||||||
Other receivables | 5.8 | 63,761 | 30,092 | |||||||||
Prepaid expenses | 11,250 | 7,500 | ||||||||||
Total current assets Tota assets | 387,320 | 486,203 | ||||||||||
Fixed assets, net | 5.9 | 143,922 | - | |||||||||
Intangible assets | 5.9 | 4,117 | - | |||||||||
Right-of-use assets | 5.19 | 14,333 | - | |||||||||
Non-current assets | 162,372 | - | ||||||||||
Total assets | 549,692 | 486,203 | ||||||||||
Liabilities | ||||||||||||
Convertible debentures | 5.14 | 1,181,474 | 865,096 | |||||||||
Current maturities of lease liabilities | 5.19 | 2,683 | - | |||||||||
Trade payables | 5.16 | 104,292 | 4,444 | |||||||||
Other payables | 25,198 | 28,310 | ||||||||||
Grants received in advance | 5.13 | 69,203 | - | |||||||||
Total current liabilities | 1,382,850 | 897,850 | ||||||||||
Long-term lease liabilities | 5.19 | 11,957 | - | |||||||||
Total non-current liabilities | 11,957 | - | ||||||||||
Total liabilities | 1,394,807 | 897,850 | ||||||||||
Equity | ||||||||||||
Share capital | 5.11 | 5,000 | 5,000 | |||||||||
Reserves | 5.15 | 525,916 | 99,623 | |||||||||
Retained earnings | (1,376,031 | ) | (516,270 | ) | ||||||||
Equity attributable to the owners of the Company | (845,115 | ) | (411,647 | ) | ||||||||
Total equity | (845,115 | ) | (411,647 | ) | ||||||||
Total equity and liabilities | (549,692 | ) | (486,203 | ) |
2. |
Notes | For the six months ended August 31, 2020 | For the period from September 1, 2019 ended February 29, 2020 | ||||||||||
Euro | Euro | |||||||||||
Research and development expenses | 5.4 | (547,620 | ) | (137,583 | ) | |||||||
Selling, general and administrative expenses | 5.5 | (174,077 | ) | (163,246 | ) | |||||||
Operating loss | (721,697 | ) | (300 ,829 | ) | ||||||||
Financing income | 5.6 | 376 | - | |||||||||
Financing expense | 5.7 | (138,440 | ) | (215,441 | ) | |||||||
Financing expenses, net | (138,064 | ) | (215,441 | ) | ||||||||
Loss for the period | (859,761 | ) | (516,270 | ) |
3. |
Notes | Attributable to the owners of the Company Euro | |||||||||||||||||||
For the period from September 1, 2019 ended February 29, 2020 | Share Capital | Retained Earnings | Other reserves | Total equity | ||||||||||||||||
Total Comprehensive income for the period | ||||||||||||||||||||
Loss for the period | (516,270 | ) | (516,270 | ) | ||||||||||||||||
Transactions with owners, recognized directly in equity | ||||||||||||||||||||
Issue of ordinary shares | 5,000 | 5,000 | ||||||||||||||||||
Share-based payments | 5.15 | 99,623 | 99,623 | |||||||||||||||||
Balance as at February 29, 2020 | 5,000 | (516,270 | ) | 99,623 | (411,647 | ) |
Notes | Attributable to the owners of the Company Euro | |||||||||||||||||||
For the six months ended August 31, 2020 | Share Capital | Retained Earnings | Other reserves | Total equity | ||||||||||||||||
Balance as at 1 March 2020 | 5,000 | (516,270 | ) | 99,623 | (411,647 | ) | ||||||||||||||
Total Comprehensive income for the period | ||||||||||||||||||||
Loss for the period | - | (859,761 | ) | - | (859,761 | ) | ||||||||||||||
Transactions with owners, recognized directly in equity | ||||||||||||||||||||
Share-based payments | 5.15 | 426,293 | 426,293 | |||||||||||||||||
Balance as at August 31, 2020 | 5,000 | (1,376,031 | ) | 525,916 | (845,115 | ) |
4. |
Notes | For the six months ended August 31, 2020 | For the period from September 1, 2019 ended February 29, 2020 | ||||||||||
Euro | Euro | |||||||||||
Cash flows from operating activities | ||||||||||||
Loss for the period | (859,761 | ) | (516,270 | ) | ||||||||
Non-cash and operational adjustments | ||||||||||||
Depreciation and amortization | 5,738 | - | ||||||||||
Change in fair value of convertible debentures | 5.7 | 138,077 | 215,141 | |||||||||
Share-based payment transactions | 5.15 | 426,293 | 99,623 | |||||||||
Working capital adjustments | ||||||||||||
Change in other receivables | (33,669 | ) | (30,092 | ) | ||||||||
Change in trade, other payables, deferred income and grants received in advance | 81,475 | 32,754 | ||||||||||
Change in prepaid expenses | (3,750 | ) | (7,500 | ) | ||||||||
Net cash used in operating activities | (245,597 | ) | (206,344 | ) |
Notes | For the six months ended August 31, 2020 | For the period from September 1, 2019 ended February 29, 2020 | ||||||||||
Euro | Euro | |||||||||||
Cash flows from investing activities | ||||||||||||
Acquisition of fixed assets | 5.9 | (64,209 | ) | - | ||||||||
Acquisition of intangible assets | 5.9 | (4,350 | ) | - | ||||||||
Net cash flow used in investing activities | (68,559 | ) | - | |||||||||
Cash flows from financing activities | ||||||||||||
Proceeds from issuance of share capital | - | 5,000 | ||||||||||
Proceeds from issuance of convertible debentures | 5.14 | 178,301 | 649,955 | |||||||||
Payment of principal of lease liabilities | (447 | ) | - | |||||||||
Net cash from financing activities | 177,854 | 654,955 | ||||||||||
Net increase (decrease) of cash and cash equivalents | (136,302 | ) | 448,611 | |||||||||
Cash and cash equivalents as at end of previous period | 448,611 | - | ||||||||||
Cash and cash equivalents as at the end of the period | 312,309 | 448,611 |
5. |
5.1. | General |
5.1.1. | Reporting Entity |
5.1.2. | Material Events in the Reporting Period |
5.1.3. | Definitions |
a) | The Company – Peace of Meat BV, with its registered office at Olieweg 95, 2020 Antwerp, Belgium. |
b) | Related party – Within its meaning in IAS 24 (2009), “Related Party Disclosures”. |
c) | Condensed Interim Financial Statements– Condensed Interim Financial Statements for the 6 months ended August 31, 2020. |
d) | Financial Statements – Financial Statements for the period from inception (September 1, 2019) ended February 29, 2020. |
5.2. | Basis of Preparation |
5.2.1. | Statement of Compliance |
5.2.2. | Functional and Presentation Currency |
5.2.3. | Basis of Measurement |
5.2.4. | Use of Estimates |
Estimate | Principal assumptions | Possible effects | Reference | ||||
Measurement of financial liabilities related to convertible debentures | The probability of scenarios of conversion, early repayment and the maturity date of the convertible loan agreements | Measurement of a conversion feature related to concertible debentures under different scenarios | For information on the scenarios, see Note 5.17 of the condensed interim financial statements. |
5.3. | Summary of Significant Accounting Policies |
5.3.1. | Tangible Assets |
Operating equipment: 5 years |
5.3.2. | Intangible Assets |
5.3.3. | Right-of-Use Assets and Liabilities |
(a) | The right to obtain substantially all the economic benefits from use of the identified asset; and |
5.4. | Research and Development Expenses |
For the six months ended August 31, 2020 | For the period from September 1, 2019 ended February 29, 2020 | |||||||
Euro | Euro | |||||||
Management fees and expenses | 89,236 | 56,182 | ||||||
Lab materials, auxiliary materials and consumables | 68,244 | - | ||||||
Salaries, wages and related expenses | 60,755 | - | ||||||
Share-based payment | 426,293 | 99,623 | ||||||
Professional fees | 13,333 | |||||||
Lab space fees | 8,612 | - | ||||||
Depreciation and amortization | 5,738 | |||||||
Other | 11,834 | 10,150 | ||||||
Total research and development expenses | 684,045 | 165,955 | ||||||
Less income from the Flemish government (Belgium) in research and development expenses | 136,425 | 28,372 | ||||||
Total research and development expenses | 547,620 | 137,583 |
5.5. | Selling, General and Administrative Expenses |
For the six months ended August 31, 2020 | For the period from September 1, 2019 ended February 29, 2020 | |||||||
Euro | Euro | |||||||
Management fees and expenses | 80,501 | 85,644 | ||||||
Travel costs | 25,482 | 32,164 | ||||||
Professional fees | 52,889 | 16,958 | ||||||
Corporate branding fees | - | 12,549 | ||||||
Fairs, conferences and other marketing expenses | 1,125 | 3,105 | ||||||
Salaries, wages and related expenses | - | 3,211 | ||||||
License | 5,000 | 2,671 | ||||||
Office space fees | 1,695 | 2,539 | ||||||
Other general and administrative expenses | 7,385 | 4,405 | ||||||
Total selling, general and administrative expenses | 174,077 | 163,246 |
5.6. | Financing Income |
For the six months ended August 31, 2020 | For the period from September 1, 2019 ended February 29, 2020 | |||||||
Euro | Euro | |||||||
Net foreign exchange gain | 376 | - | ||||||
Total financing income | 376 | - |
5.7. | Financing Expense |
For the six months ended August 31, 2020 | For the period from September 1, 2019 ended February 29, 2020 | |||||||
Euro | Euro | |||||||
Financial liabilities at fair value through profit or loss | ||||||||
Net change in fair value of convertible debentures measured at fair value through profit or loss | 138,077 | 215,141 | ||||||
Other | ||||||||
Other financing expenses | 363 | 300 | ||||||
Total financing expense | 138,440 | 215,441 |
5.8. | Other Receivables |
As at August 31, 2020 | As at February 29, 2020 | |||||||
Euro | Euro | |||||||
Other receivables | ||||||||
Advance payments | 37,005 | - | ||||||
Grants receivable | - | 28,372 | ||||||
VAT recoverable | 26,756 | 1,720 | ||||||
Total other receivables | 63,761 | 30,092 |
5.9. | Intangible and Tangible Fixed Assets |
Operating equipment | Total | |||||||
Euro | Euro | |||||||
Cost | ||||||||
As at February 29, 2020 | ||||||||
Additions during the six months | 148,673 | 148,673 | ||||||
As at August 31, 2020 | 148,673 | 148,673 | ||||||
Accumulated Depreciation | ||||||||
As at February 29, 2020 | ||||||||
Depreciation during the six months | (4,751 | ) | (4,751 | ) | ||||
As at August 31, 2020 | (4,751 | ) | (4,751 | ) | ||||
Amortized balance | ||||||||
As at February 29, 2020 | - | - | ||||||
As at August 31, 2020 | 143,922 | 143,922 |
Software | Total | |||||||
Euro | Euro | |||||||
Cost | ||||||||
As at February 29, 2020 | - | - | ||||||
Additions during the six months | 4,350 | 4,350 | ||||||
As at August 31, 2020 | 4,350 | 4,350 | ||||||
Accumulated amortization | - | |||||||
As at February 29, 2020 | ||||||||
Amortization during the six months | (233 | ) | (233 | ) | ||||
As at August 31, 2020 | (233 | ) | (233 | ) | ||||
Amortized balance | ||||||||
As at February 29, 2020 | - | - | ||||||
As at August 31, 2020 | 4,117 | 4,117 |
5.10. | Cash and Cash Equivalents |
As at August 31, 2020 | As at February 29, 2020 | |||||||
Euro | Euro | |||||||
Cash and cash equivalents | ||||||||
Bank balance | 312,309 | 448,661 | ||||||
Total cash and cash equivalents | 312,309 | 448,661 |
5.11. | Capital and Reserves |
5.12. | Employment Benefits |
As at August 31, 2020 | As at February 29, 2020 | |||||||
Euro | Euro | |||||||
Presented under current liabilities – other payables | ||||||||
Short-term employee benefits | 25,176 | 2,830 | ||||||
Total short-term employee benefits | 25,176 | 2,830 |
5.13. | Government Grants |
As at August 31, 2020 | As at February 29, 2020 | |||||||
Euro | Euro | |||||||
Government grants | ||||||||
As part of other receivables | 28,372 | |||||||
As part of grants received in advance | (69,203 | ) | ||||||
Total other receivables / grants received in advance | (69,203 | ) | 28,372 |
Euro | ||||
Government grants as part of “other receivable” as at February 29, 2020 | 28,372 | |||
Additional government grants the Company is entitled to in the six months ended August 31, 2020 | 136,425 | |||
Government grants received in the six months ended August 31, 2020 | (234,000 | ) | ||
Total grants received in advance as at August 31, 2020 | (69,203 | ) |
5.14. | Convertible Debentures |
Identitity of Borrower | Type | Loan date | Original loan amount | Interest Mechanism | Payment date of Principal | Other Material Terms | Face Value | Fair Value | |||||||
The Company | Convertible Debentures “2019” (1) | Between August 27, 2019 and January 6, 2020 | 649,955 | 4% annually based on original loan amount (calculated on a 365 days basis) | Maturity date as at December 31, 2020 with a possibility to extend to a later date if lenders whose pro rata portion of the sum of all convertible debentures “2019” aggregates to more than 50% of the committed amount of the sum of all convertible debentures “2019” (“Majority Lenders”), agree Early Repayment possible if Majority Lenders agree | Conversion mechanisms and conditions: • Mandatory conversion in case of a Qualified Financing (1 million Euro) based on price per share at that date minus discount as follows: (i) in the event of Conversion prior to April 1, 2020: 25%; (ii) in the event of Conversion on or after April 1, 2020: 25% increased with a percentage equal to 1% multiplied by the number of months that have passed since April 1, 2020 but with a cap of 34%; • Mandatory conversion at maturity date based on price per share based on two different situations: (i) 4 million Euro pre money if a grant of 3 million Euro has been awarded (ii) 2 million Euro pre money if a grant of 3 million has not been awarded. • Events of Default whereby the lenders shall have the right to declare the loan immediately due and payable are: (a) Failure to pay: the Company fails to pay when due and the failure is not remedied within seven business days after the Majority Lenders have given notice of this failure; (b) Material breach of Obligations: the Company materially fails to observe or perform any of its obligations and failure is not remedied within seven business days after the Majority Lenders have given notice of this failure; (c) Insolvency: in case of forced liquidation, receivership or winding up, the making of an assignment for the benefit of creditors or any voluntary winding up or any similar event. | 649,955 | 925,813 |
Identitity of Borrower | Type | Loan date | Original loan amount | Interest Mechanism | Payment date of Principal | Other Material Terms | Face Value | Fair Value | ||||||||
The Company | Convertible Debenture "2020" (1) | May 21, 2020 | 178,301 | 4% annually based on original loan amount (calculated on a 365 days basis) | Maturity date as at December 31, 2025 with a possibility for the lender to unilaterally extend but provided that in no event December 31, 2030 is exceeded. No early repayment possible | Conversion mechanisms and conditions: • Mandatory conversion in case of a Qualified Financing (1 mllion Euro) based on price per share at that date minus discount as follows: (i) in the event of Conversion prior to April 1, 2020: 25%; (ii) in the event of Conversion on or after April 1, 2020: 25% increased with a percentage equal to 1% multiplied by the number of months that have passed since April 1, 2020 but with a cap of 34%; • Mandatory conversion at maturity date based on a price per share calculated on a fully diluted pre-money valuation of the Borrower which shall be the higher of: (i) the fully diluted pre-money valuation of the Company determined in accordance with the International Private Equity and Venture Capital Valuation Guidelines by an independent auditor with relevant industry expertise appointed by the Company, minus the Discount, and (ii) four million Euro. • Event of Default whereby the lender shall have the right to declare the loan immediately due and payable is: insolvency. In case of forced liquidation, receivership or winding up, the making of an assignment for the benefit of creditors or any voluntary winding up. | 178,301 | 255,661 | ||||||||
Total material loans in the Company | 828,256 | 1,181,474 |
Euro | ||||
Balance as at February 29, 2020 | 865,096 | |||
Proceeds from issue of convertible debentures "2020" | 178,301 | |||
Change in fair value of convertible debentures | 138,077 | |||
Balance as at August 31, 2020 | 1,181,474 |
5.15. | Share-Based Payment Arrangements |
For the six months ended August 31, 2020 | For the period from September 1, 2019 ended February 29, 2020 | |||||||
Euro | Euro | |||||||
Share-based payments | 426,293 | 99,623 | ||||||
Total | 426,293 | 99,623 |
5.16. | Trade Payables |
As at August 31, 2020 | As at February 29, 2020 | |||||||
Euro | Euro | |||||||
Trade payables | ||||||||
Open debts | 97,873 | 4,444 | ||||||
Accrued charges | 6,419 | |||||||
Total trade payables | 104 ,292 | 4,444 |
5.17. | Financial Instruments |
1. | Financial instruments measured at fair value for disclosure purposes only. |
August 31, 2020 | |||||||||||||||||||
Fair value | |||||||||||||||||||
Carrying amount | Level 1 | Level 2 | Level 3 | Valuation techniques for determining fair value | Inputs used to datermine fair value | ||||||||||||||
EUR | |||||||||||||||||||
Non-current liabilities | |||||||||||||||||||
Convertible debentures | 828,256 | 1,181,474 | Fair value is estimated by discounting the future value of the debenture based on the probability of conversion under different scenarios at a discount rate which is based on the median of the comparative interest rates on unsecured notes with venture capital backed companies from the pharmaceutical, technology and biotech industry. (1) | Discount rate of 9.38% or 9.25% depending on the different scenarios | |||||||||||||||
828,256 | 1,181,474 |
February 29, 2020 | |||||||||||||||||||
Fair value | |||||||||||||||||||
Carrying amount | Level 1 | Level 2 | Level 3 | Valuation techniques for determining fair value | Inputs used to datermine fair value | ||||||||||||||
EUR | |||||||||||||||||||
Non-current liabilities | |||||||||||||||||||
Convertible debentures | 649 955 | 865,096 | Fair value is estimated by discounting the amounts obtained above based on the probability of conversion under different scenarios at a discount rate which is based on the median of the comparative interest rates on unsecured notes with Venture Capital backed companies from the pharmaceutical, technology and biotech industry. (2) | Discount rate of 9.38% | |||||||||||||||
649 955 | 865,096 |
(1) | The scenarios related to the Convertible Debentures “2019” as mentioned in the table above compare as follows: |
Scenario | Management’s estimate of probability as at August 31, 2020 | Management’s estimate of probability as at February 29, 2020 | ||||||
A conversion based on a Qualified Financing expected to take place on June 30, 2020 with a discount of 28% | 0 | % | 40 | % | ||||
A conversion based on a Qualified Financing expected to take place on December 30, 2020 with a discount of 34% | 90 | % | 40 | % | ||||
Conversion at Maturity Date | 10 | % | 20 | % | ||||
TOTAL | 100 | % | 100 | % |
(2) | The scenarios related to the Convertible Debenture “2020” are as follows: |
Scenario | Management’s estimate of probability as at August 31, 2020 | |||
A conversion based on a Qualified Financing expected to take place on December 30, 2020 with a discount of 34% | 90 | % | ||
A conversion based on a Qualified Financing expected to take place on December 30, 2021 with a discount of 34% | 2 | % | ||
A conversion based on a Qualified Financing expected to take place on December 30, 2022 with a discount of 34% | 2 | % | ||
A conversion based on a Qualified Financing expected to take place on December 30, 2023 with a discount of 34% | 2 | % | ||
A conversion based on a Qualified Financing expected to take place on December 30, 2024 with a discount of 34% | 2 | % | ||
A conversion based on a Qualified Financing expected to take place on December 30, 2025 with a discount of 34% | 1 | % | ||
Coversion at Maturity Date | 1 | % | ||
TOTAL | 100 | % |
2. | Fair value hierarchy of financial instruments measured at fair value |
August 31, 2020 | ||||||||||||
Level 1 Euro | Level 2 Euro | Level 3 Euro | ||||||||||
Financial liabilties measured at fair value through profit or loss | ||||||||||||
Convertible debentures | 1,181,474 | |||||||||||
1,181,474 |
February 29, 2020 | ||||||||||||
Level 1 Euro | Level 2 Euro | Level 3 Euro | ||||||||||
Financial liabilties measured at fair value through profit or loss | ||||||||||||
Convertible debentures | 865,096 | |||||||||||
865,096 |
5.18. | Related Party Transactions |
For the six months ended August 31, 2020 | For the period from September 1, 2019 ended February 29, 2020 | |||||||
Euro | Euro | |||||||
Management fees, expenses and professional fees – research and development expenses | 89,236 | 56,182 | ||||||
Management fees, expenses and professional fees – selling, general and administrative expenses | 80,501 | 85,644 | ||||||
Share-based payments – research and development expenses | 426,293 | 99,623 | ||||||
Total | 596,030 | 241,449 |
As at August 31, 2020 | As at February 29, 2020 | |||||||
Euro | Euro | |||||||
Presented under other payables | ||||||||
Current account with related parties | 22 | 480 | ||||||
Total | 22 | 480 |
5.19. | Leases |
As at August 31, 2020 | ||||
Euro | ||||
Balance as at March 31, 2020 | - | |||
Additions during the year | 15,087 | |||
Amortization during the year | (754 | ) | ||
Balance as at August 31, 2020 | 14,333 |
As at August 31, 2020 | ||||
Euro | ||||
Up to one year | 2,683 | |||
Between 1 years and 5 years | 11,957 | |||
Total | 14,640 |
As at August 31, 2020 | ||||
Euro | ||||
Amortization of Right-of-use asset | 754 | |||
Interest expense on lease liability | 1 |
5.20. | Subsequent Events |
Each Representing Ordinary Shares
• | a monetary liability incurred by or imposed on the office holder in favor of another person pursuant to a court judgment, including pursuant to a settlement confirmed as judgment or arbitrator’s decision approved by a competent court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria; |
• | reasonable litigation expenses, including reasonable attorneys’ fees, which were incurred by the office holder as a result of an investigation or proceeding filed against the office holder by an authority authorized to conduct such investigation or proceeding, provided that such investigation or proceeding was either (i) concluded without the filing of an indictment against such office holder and without the imposition on him of any monetary obligation in lieu of a criminal proceeding; (ii) concluded without the filing of an indictment against the office holder but with the imposition of a monetary obligation on the office holder in lieu of criminal proceedings for an offense that does not require proof of criminal intent; or (iii) in connection with a monetary sanction; |
• | a monetary liability imposed on the office holder in favor of all the injured parties by the breach in an Administrative Proceeding (as defined below) as set forth in Section 52(54)(a)(1)(a) to the Securities Law; |
• | expenses expended by the office holder with respect to an Administrative Proceeding under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees; |
• | reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or which were imposed on the office holder by a court (i) in a proceeding instituted against him or her by the company, on its behalf, or by a third party, or (ii) in connection with criminal indictment of which the office holder was acquitted, or (iii) in a criminal indictment which the office holder was convicted of an offense that does not require proof of criminal intent; |
• | financial liability imposed on the office holder on behalf of all the victims of the breach in an Administrative Proceeding; |
• | expenses incurred by an office holder in connection with a proceeding conducted with respect to the office holder under the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses; and |
• | any other obligation or expense in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder, including, without limitation, matters referenced in Section 56H(b)(1) of the Securities Law. |
• | Under the Companies Law, the Securities Law and the Antitrust Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if and to the extent provided in the company’s articles of association: |
• | a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; |
• | a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; |
• | a monetary liability imposed on the office holder in favor of a third party; |
• | a monetary liability imposed on the office holder in favor of an injured party in certain Administrative Proceedings under the Securities Law, including reasonable attorneys’ fees and other litigation expenses; |
• | expenses incurred by an office holder in connection with an Administrative Proceeding, including reasonable attorneys’ fees and other litigation expenses; and |
• | monetary liability imposed on the office holder in proceedings under or in connection with the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses. |
• | a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
• | a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
• | an act or omission committed with intent to derive illegal personal benefit; or |
• | a fine or forfeit levied against the office holder. |
• | In September and October 2019, we issued 19,681 ordinary shares to certain investors at a price of $95.94 per share and 9,839 warrants exercisable into ordinary shares at an exercise price of $353 per warrant, for aggregate gross proceeds of $1.89 million. |
• | In May 2020, we issued to certain investors 1,391,794 ordinary shares and warrants to purchase 8,040,382 ordinary shares at an exercise price of NIS 3.36 per warrant, for aggregate gross proceeds of $1 million. |
• | In May 2020, we issued to certain investors 4,398,570 ordinary shares and 4,398,570 options to purchase ordinary shares at an exercise price of NIS 3.03, for aggregate gross proceeds of $2.4 million. |
• | In August 2020, we issued to certain investors 5,292,160 ordinary shares and warrants exercisable into 7,409,021 ordinary shares at an exercise price of NIS 3.95 per share, for aggregate gross proceeds of $5.8 million, as well as rights exercisable into 1,374,998 ordinary shares at an exercise price of NIS 3.00 per share, and rights for warrants exercisable into 1,925,000 ordinary shares at an exercise price of NIS 3.95 per share. |
• | In December 2020, we issued to certain investors 6,791,600 ordinary shares, warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 5.00 per share and warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 6.00 per share, for aggregate gross proceeds of $7.3 million. |
• | In February 2021, we issued 4,070,766 ordinary shares and rights to purchase 4,070,766 additional ordinary shares, vesting with no exercise price upon the achievement of certain milestones, to certain shareholders of Peace of Meat, in the course of purchasing the entire outstanding equity of Peace of Meat in return for a combination of cash and our securities. |
1.1* | Form of Underwriting Agreement |
2.1# |
4.1* | Form of Deposit Agreement between the registrant, the Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder |
4.2* | Specimen American Depositary Receipt (included in Exhibit 4.1) |
10.1# |
10.2# |
10.3# |
10.4# |
10.5*# |
10.6 |
10.7 |
10.8 |
10.9# |
10.10 |
10.11 |
21.1 |
23.1 |
23.2 |
23.3 |
24.1 |
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
2. | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
4. | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
5. | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
6. | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
b. | The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
c. | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
d. | The undersigned registrant hereby undertakes that: |
1. | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
2. | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
MEAT-TECH 3D LTD. By: /s/ Sharon Fima Name: Sharon Fima Title: Chief Executive Officer |
Signatures | Title | Date | ||
/s/ Sharon Fima | ||||
Sharon Fima | Chief Executive Officer, Chief Technology Officer and Director (Principal Executive Officer) | February 18, 2021 | ||
/s/ Guy Hefer | ||||
Guy Hefer | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 18, 2021 | ||
/s/ Steven H. Lavin | ||||
Steven H. Lavin | Chairman of the Board of Directors | February 18, 2021 | ||
/s/ Eli Arad | ||||
Eli Arad | Director | February 18, 2021 | ||
/s/ Daniel Ayalon | ||||
Daniel Ayalon | Director | February 18, 2021 | ||
/s/ Shirly Cohen | ||||
Shirly Cohen | Director | February 18, 2021 | ||
/s/ David Gerbi | ||||
David Gerbi | Director | February 18, 2021 |
By: Puglisi & Associates By: /s/ Donald J. Puglisi Name: Donald J. Puglisi Title: Managing Director |