Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Addresses [Line Items] | |
Entity Registrant Name | Steakholder Foods Ltd. |
Entity Central Index Key | 0001828098 |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Entity File Number | 001-40173 |
Document Period End Date | Dec. 31, 2022 |
Entity Address, Address Line One | 5 David Fikes St. |
Entity Address, Address Line Two | P.O. Box 4061 |
Entity Address, City or Town | Rehovot |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 7638205 |
Title of 12(b) Security | American Depositary Shares |
Trading Symbol | STKH |
Security Exchange Name | NASDAQ |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 146,471,677 |
Document Accounting Standard | International Financial Reporting Standards |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Interactive Data Current | Yes |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Auditor Name | Somekh Chaikin |
Auditor Location | Tel Aviv, Israel |
Auditor Firm ID | 1057 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 5 David Fikes St. |
Entity Address, City or Town | Rehovot |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 7638205 |
City Area Code | 972 |
Local Phone Number | 73-332-2853 |
Contact Personnel Name | Arik Kaufman |
Consolidated Statement of Finan
Consolidated Statement of Financial Position ₪ in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Current assets | ||
Cash and cash equivalents | $ 6,284 | $ 19,176 |
Other investment | 136 | 154 |
Restricted deposits | 24 | 0 |
Receivables | 670 | 2,782 |
Total current assets | 7,114 | 22,112 |
Non-current assets | ||
Restricted deposits | 331 | 405 |
Other investment | 1,156 | 1,355 |
Right-of-use asset | 3,400 | 407 |
Intangible assets | 0 | 13,453 |
Fixed assets, net | 3,315 | 2,922 |
Total non-current assets | 8,202 | 18,542 |
Total Assets | 15,316 | 40,654 |
Current liabilities | ||
Trade payables | 745 | 382 |
Other payables | 2,303 | 2,239 |
Current maturities of lease liabilities | 394 | 165 |
Derivative instrument | 882 | 0 |
Total current liabilities | 4,324 | 2,786 |
Non-current liabilities | ||
Long-term lease liabilities | 3,109 | 246 |
Total non-current liabilities | 3,109 | 246 |
Capital | ||
Share capital and premium on shares | 73,234 | 69,610 |
Capital reserves | 3,811 | 3,708 |
Currency translation differences reserve | (1,424) | 1,275 |
Accumulated deficit | (67,738) | (36,971) |
Total capital | 7,883 | 37,622 |
Total liabilities and capital | $ 15,316 | $ 40,654 |
Consolidated Statements of Oper
Consolidated Statements of Operations and of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Research and development expenses | $ 9,801 | $ 7,594 | $ 2,491 |
Marketing expenses | 3,044 | 1,628 | 506 |
General and administrative expenses | 6,937 | 8,010 | 5,380 |
Impairment loss | 15,577 | 0 | 0 |
Public Listing Expenses | 0 | 0 | 10,164 |
Operating loss | 35,359 | 17,232 | 18,541 |
Financing income | (4,878) | (509) | (110) |
Financing expenses | 286 | 1,299 | 93 |
Total financing (income) expenses | (4,592) | 790 | (17) |
Loss for the period | 30,767 | 18,022 | 18,524 |
Capital reserve for financial assets at fair value that will not be transferred to profit or loss | 0 | 0 | 334 |
Currency translation differences loss (income) that might be transferred to profit or loss over ILS | 2,131 | (1,942) | (758) |
Currency translation differences loss (income) that might be transferred to profit or loss over EUR | 568 | 1,447 | 0 |
Total comprehensive loss for the period | $ 33,466 | $ 17,527 | $ 18,100 |
Loss per ordinary share, no par value (USD) | |||
Basic loss per share (USD) | $ 0.226 | $ 0.155 | $ 0.308 |
Diluted loss per share (USD) | $ 0.226 | $ 0.155 | $ 0.308 |
Weighted average number of shares outstanding | |||
Weighted average number of shares outstanding - basic (shares) | 135,900,869 | 115,954,501 | 60,112,197 |
Weighted average number of shares outstanding - diluted (shares) | 135,900,869 | 115,954,501 | 60,112,197 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Share capital and premium on shares | Fair value of financial assets reserve | Transactions with related parties reserve | Currency translation differences reserve | Share-based payments reserve | Accumulated deficit | Total |
Balance at Dec. 31, 2019 | $ 1,880 | $ 0 | $ 14 | $ 22 | $ 0 | $ (425) | $ 1,491 |
Share-based payments | 0 | 0 | 0 | 0 | 3,958 | 0 | 3,958 |
Reverse acquisition | 11,439 | 0 | 0 | 0 | 0 | 0 | 11,439 |
Issuance of shares and warrants, net | 14,067 | 0 | 0 | 0 | 0 | 0 | 14,067 |
Exercise of options - Investors | 2,753 | 0 | 0 | 0 | 0 | 0 | 2,753 |
Exercise of options - Share-Based Payment | 342 | (319) | 23 | ||||
Other comprehensive income (loss) | 0 | (334) | 0 | 758 | 0 | 0 | 424 |
Loss for the period | 0 | 0 | 0 | 0 | 0 | (18,524) | (18,524) |
Balance at Dec. 31, 2020 | 30,481 | (334) | 14 | 780 | 3,639 | (18,949) | 15,631 |
Share-based payments | 0 | 0 | 0 | 0 | 3,965 | 0 | 3,965 |
Issuance of shares and warrants, net | 32,330 | 0 | 0 | 0 | 0 | 0 | 32,330 |
Exercise of options | 6,799 | (3,576) | 3,223 | ||||
Other comprehensive income (loss) | 0 | 0 | 0 | 495 | 0 | 0 | 495 |
Loss for the period | 0 | 0 | 0 | 0 | 0 | (18,022) | (18,022) |
Balance at Dec. 31, 2021 | 69,610 | (334) | 14 | 1,275 | 4,028 | (36,971) | 37,622 |
Share-based payments | 0 | 0 | 0 | 0 | 1,146 | 0 | 1,146 |
Issuance of shares and warrants, net | 2,528 | 0 | 0 | 0 | 0 | 0 | 2,528 |
Exercise of options | 1,096 | (1,043) | 53 | ||||
Other comprehensive income (loss) | 0 | 0 | 0 | (2,699) | 0 | 0 | (2,699) |
Loss for the period | 0 | 0 | 0 | 0 | 0 | (30,767) | (30,767) |
Balance at Dec. 31, 2022 | $ 73,234 | $ (334) | $ 14 | $ (1,424) | $ 4,131 | $ (67,738) | $ 7,883 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows - operating activities | ||||
Net Loss for the period | $ (30,767) | $ (18,022) | $ (18,524) | |
Adjustments: | ||||
Depreciation and amortization | 1,519 | 680 | 213 | |
Change in fair value of derivative | (3,800) | (316) | (36) | |
Change in fair value of other investment | (102) | (193) | (74) | |
Changes in net foreign exchange expenses | (891) | 1,279 | 0 | |
Interest expense over lease liabilities | 266 | 9 | 5 | |
Interest income over short term deposits | (85) | 0 | 0 | |
Share-based payment expenses | 1,146 | 3,965 | 3,958 | |
Impairment loss on intangible asset | 14,367 | 0 | 0 | |
Impairment loss on fixed asset | 1,210 | 0 | 0 | |
Public listing expenses | 0 | 0 | 10,164 | |
Changes in asset and liability items: | ||||
Decrease (increase) in receivables | 1,885 | (2,351) | 5 | |
Increase (decrease) in trade payables | 444 | (97) | 126 | |
Increase in other payables | 495 | 1,095 | 336 | |
Net cash used in operating activities | (14,313) | (13,951) | (3,827) | |
Cash flows - investment activities | ||||
Acquisition of fixed assets | (2,928) | (1,828) | (681) | |
Increase in restricted deposit | 5 | (337) | (6) | |
Loan provided | 0 | (367) | 0 | |
Proceeds on account of other investment | [1] | 143 | 149 | 71 |
Interest received over short term deposits | 85 | 0 | 0 | |
Acquisition of other investments, net of cash acquired | (838) | (6,808) | (1,188) | |
Net cash used in investing activities | (3,533) | (9,191) | (1,804) | |
Cash flows - financing activities | ||||
Proceeds from issuance of shares and warrants | 2,006 | 29,281 | 14,887 | |
Issuance costs | (202) | (3,283) | (819) | |
Repayment of liability for lease | (514) | (346) | (140) | |
Repayment of interest over liability of lease | (266) | (9) | (5) | |
Proceeds on account of capital issuance | 0 | 0 | 222 | |
Proceeds from exercise of share options | 53 | 3,222 | 2,776 | |
Proceeds with regard to derivative | 4,495 | 0 | 348 | |
Net cash from financing activities | 5,572 | 28,865 | 17,269 | |
Increase (decrease) in cash and cash equivalents | (12,274) | 5,723 | 11,638 | |
Effect of exchange differences on cash and cash equivalents | (618) | (103) | 644 | |
Cash and cash equivalents at the beginning of the period: | 19,176 | 13,556 | 1,274 | |
Cash balance and cash equivalents at end of period | 6,284 | 19,176 | 13,556 | |
Non cash activities | ||||
Purchase of fixed assets yet to be paid | 7 | 57 | 1 | |
Issue of shares and options against intangible asset | $ 724 | $ 6,332 | $ 222 | |
[1]Reclassified from financing activities to investment activities |
General
General | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of General Information [Abstract] | |
General | Note 1 – General A. Reporting entity Steakholder Foods Ltd. (formerly Ophectra Real Estate and Investments Ltd., Meat-Tech 3D Ltd. and MeaTech 3D Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983, and later a publicly-traded company whose ordinary shares were listed for trade on the Tel Aviv Stock Exchange (TASE). In March 2021, the Company completed an initial public offering on the Nasdaq Capital Market, listing American Depositary Shares (ADSs) for trade under the ticker STKH, and later voluntarily de-listed its ordinary shares from the TASE. The Company’s official address is 5 David Fikes St., Rehovot, Israel. In August 2022, the Company changed its name from MeaTech 3D Ltd. to Steakholder Foods Ltd. The Company’s foodtech activities were commenced in July 2019 by a company called MeaTech Ltd., which merged with the Company in January 2020 and became a fully-owned subsidiary, now called Steakholder Innovation Ltd. As the Company was the surviving entity of the merger, and continued the pre-merger business operations, utilizing the pre-merger management and employees of MeaTech Ltd., the transaction was treated as a reverse acquisition that does not constitute a business combination. The Company is developing a suite of advanced high-throughput manufacturing technologies to produce cell-based alternative protein products for cultivated, sustainable meat production, and focused on developing premium, center-of-plate meat products, including development of high-throughput bioprinting systems. B. Material events in the reporting period (1) On July 5, 2022, the Company consummated a securities purchase agreement. For details, see Note 9A. (2) Change in interest curves and inflation expectations As from 2021 inflation rates in Israel and the world have been rising – in 2021 the rate of change in the Consumer Price Index in Israel increased, an increase that continued also in 2022. Along with the worldwide rise in prices, central banks around the world decided to raise interest rates with the aim of curbing rising prices. The changes in interest rates and the rise in inflation rates had an effect on items in the financial statements as described in Note 19 on leases. C. Going Concern Since inception, the Company has incurred significant losses and negative cash flows from operations and as of December 31, 2022 has an accumulated deficit of USD 67.7 million. The Company has financed its operations mainly through fundraising from various investors. The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. On January 9, 2023, the Company consummated a securities purchase agreement with gross proceeds of approximately USD 6.5 million. Management is of the opinion that its existing cash will be sufficient to fund operations until Q3 2023. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include continuing to secure sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them on terms that are acceptable to it, or at all. If the Company is unsuccessful securing sufficient financing, it may need to cease operations. The financial statements include no adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern. D. Definitions: In these financial statements: (1) The Company - Steakholder Foods Ltd. (2) The Group – The Company and its subsidiaries, Steakholder Innovation Ltd. (formerly known as MeaTech Ltd.), Steakholder Foods Europe BV, Peace of Meat BV (hereafter “ Peace Of Meat (3) Related Party - Within its meaning in IAS 24 (2009), “Related Party Disclosures”. (4) USD - United States Dollar (5) NIS – New Israeli Shekel (6) EUR – Euro (7) ADS – American Depositary Shares (8) GBP - British Pound Sterling (9) CPI – Consumer price index |
Basis of Preparation of the Fin
Basis of Preparation of the Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Basis Of Preparation [Abstract] | |
Basis of Preparation of the Financial Statements | Note 2 - Basis of preparation of the Financial Statements A. Statement of compliance with IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The financial statements were authorized for issue by the company’s board of directors on April 4, 2023. B. Functional currency and presentation currency The New Israeli Shekel ("NIS") is the currency that represents the primary economic environment in which the Company and its Israeli subsidiary operate, and is therefore the functional currency of their operations. The Euro is the currency that represents the primary economic environment in which the Company’s European subsidiaries operate, and is therefore the functional currency of their operations. Nonetheless, for reporting purposes, the consolidated financial statements, which were prepared on the basis of the functional currencies, were translated into US Dollars, which the Company selected as its presentation currency, as its securities are traded on the Nasdaq Capital Markets, and in order to make the Company’s financial statements more accessible to U.S.-based investors. Assets and liabilities were translated at the exchange rate of the end of the period; expenses and income were translated at the exchange rate at the time they were generated. Exchange rate differentials generated due to such translation are attributed to the Currency translation differences reserve. Currency USD - ILS USD - EUR Period 2022 2021 2020 2022 2021 December 31 3.519 3.110 3.215 0.938 0.883 Year Average 3.359 3.230 3.479 0.950 0.845 C. Basis of Measurement The financial statements have been prepared on the historical cost basis except for provisions. For further information regarding the measurement of these liabilities, see Note 3 regarding significant accounting policies. D. Operating Cycle The Company’s operating cycle is one year. E. Use of estimates and judgments The Company’s operating cycle is one year. Use of estimates. The preparation of financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The preparation of accounting estimates used in the preparation of the Company’s financial statements requires that the Company’s management makes assumptions regarding circumstances and events that involve considerable uncertainty. The Company’s management prepares the estimates on the basis of past experience, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Further information about the assumptions that were used to determine fair value is included in the following notes: • Note 6, on other investments; • Note 9 B • Note 10, on share-based payments; • Note 16, on subsidiaries; • Note 19, on leases; Determination of fair value Preparation of the financial statements requires the Company to determine the fair value of certain assets and liabilities. When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly • Level 3: inputs that are not based on observable market data (unobservable inputs). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 – Significant Accounting Policies A. Financial Instruments: (1) Non-derivative financial assets Initial recognition and measurement of financial assets The Company initially recognizes trade receivables and debt instruments issued on the date that they are created. All other financial assets are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying amount of the contract assets on the date classification was changed from contract asset to receivables. Derecognition of financial assets Financial assets are derecognized when the contractual rights of the Company to the cash flows from the asset expire, or the Company transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset were transferred. When the Company retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognize the financial asset. Classification of financial assets into categories and the accounting treatment of each category Financial assets are classified at initial recognition to one of the following measurement categories: amortized cost; fair value through other comprehensive income – investments in debt instruments; fair value through other comprehensive income – investments in equity instruments; or fair value through profit or loss. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at fair value through profit or loss: - It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and - The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates. (2) Non-derivative financial liabilities Non-derivative financial liabilities include finance lease liabilities, trade and other payables. Initial recognition of financial liabilities The Company initially recognizes financial liabilities on the trade date at which the Company becomes a party to the contractual provisions of the instrument. Subsequent measurement of financial liabilities Financial liabilities (other than financial liabilities at fair value through profit or loss) are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Derecognition of financial liabilities Financial liabilities are derecognized when the obligation of the Company, as specified in the agreement, expires or when it is discharged or cancelled. (3) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects. (4) Issuance of securities The consideration received from the issuance of securities is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is the value of the equity component. Direct issuance costs are attributed to the specific securities in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the securities. (5) Measurement of derivative financial instruments Derivatives are recognized initially at fair value, attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value. The changes in fair value of these derivatives are recognized in profit or loss, as financing income or expense. The company implements the said accounting treatment to changes in the fair value of the warrants which exercise price were determined in USD and has a limited cashless mechanism. B. Impairment Non-financial assets Timing of impairment testing The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Once a year and on the same date, or more frequently if there are indications of impairment, the Group estimates the recoverable amount of each cash-generating unit that contains goodwill, or intangible assets that have indefinite useful lives or are unavailable for use. Measurement of recoverable amount The recoverable amount of an asset is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the assessments of market participants regarding the time value of money and the risks specific to the asset, for which the estimated future cash flows from the asset were not adjusted. See Note 16. Recognition of impairment loss An impairment loss is recognized if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Non-derivative financial assets See Note 6. C. Financing income and expenses Financing income derives from changes in fair value of financial instruments mandatorily measured at fair value through profit or loss. Financing expenses comprise mainly from bank fee expenses and lease liabilities interest expenses, which are recognized in profit or loss. In the statements of cash flows, interest received is presented as part of cash flows from investing activities. Interest paid is presented as part of cash flows from financing activities. D. Loss per share The Company presents basic and diluted earnings or loss per share data for its ordinary shares. Basic earnings or loss per share is calculated by dividing the earnings or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year including pre-funded warrants. Diluted earnings or loss per share is determined by adjusting the profit or loss attributable to ordinary shareholders of the Company and the weighted average-number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares, which comprise share options. E. Intangible Assets Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company has the intention and sufficient resources to complete development and to use or sell the asset. As the Company’s development activities do not meet the standards for capitalization, research and development expenditure is recognized through profit or loss. Subsequent expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred. Other intangible assets Other intangible assets, that are acquired by the Company, are measured at cost less accumulated amortization and accumulated impairment losses. See Note 16. F. Provisions A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. A provision for claims is recognized if, as a result of a past event, the Company has a present legal or constructive obligation and it is more likely than not that an outflow of economic benefits will be required to settle the obligation and the amount of obligation can be estimated reliably. When the value of time is material, the provision is measured at its present value. G. Fixed assets (1) Recognition and measurement Fixed asset items are measured at cost less accumulated depreciation and accumulated impairment losses. The cost of a fixed asset includes expenditures that are directly attributable to the acquisition of the asset. (2) Depreciation Depreciation is a systematic allocation of the depreciable amount of an asset over its estimated useful life. The depreciable amount is the cost of the asset or other amount that replaces the cost, less its residual value. An asset is depreciated from the date it is ready for use, namely, the date on which it reaches the location and condition required for it to operate in the manner intended by Management. Depreciation is recognized in the statement of income on a straight-line basis over the estimated useful lives of each part of the fixed-asset item, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows: ● Computers 3 years ● Leasehold improvements 2-8 years ● Laboratory equipment 5-7 years ● Machinery and Equipment 6-10 years ● Office furniture, equipment and accessories 14 years Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate. H. Leases Determining whether an arrangement contains a lease On the inception date of the lease, the Company determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Company assesses whether it has the following two rights throughout the lease term: (a) The right to obtain substantially all the economic benefits from use of the identified asset; and (b) The right to direct the identified asset’s use. For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the company elected to account for the contract as a single lease component without separating the components. Leased assets and lease liabilities Contracts that award the Company control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition, the Company recognizes a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments. Since the interest rate implicit in the Company's leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequent to initial recognition, the right-of-use asset is accounted for using the cost model and depreciated over the shorter of the lease term or useful life of the asset. The lease term The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively. Depreciation of right-of-use asset After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the shorter of the useful life or contractual lease period. Variable lease payments Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-of-use asset. Depreciation of right-of-use asset After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever earlier. I. Employee benefits (1) Post-employment benefits The Company has a post-employment benefit plan, financed by deposits with insurance companies or with funds managed by a trustee, and classified as a defined contribution plan, under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees. (2) Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee when the benefit is not accumulated. A liability is recognized for the amount expected to be paid under short-term cash bonus if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits depending on when the Company expects the benefits to be wholly settled. J. Share-based compensation Share-based compensation expense related to share awards is recognized based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the binomial and Monte Carlo option pricing model. The option pricing model requires the input of highly subjective assumptions, including the expected term of the option, the expected volatility of the price of the Company’s ordinary shares and the expected dividend yield of ordinary shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company recognizes compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the accelerated method based on the multiple-option award approach. Forfeitures are accounted for as they occur. K. Basis of Consolidation Acquisition of a subsidiary Upon the acquisition of a subsidiary, the Company exercises discretion when examining whether the transaction constitutes the acquisition of a business or acquisition of an asset, for the purpose of determining the accounting treatment of the transaction. Transactions in which the acquired company is not considered a business are accounted for as the acquisition of a group of assets and liabilities. In such transactions, the cost of acquisition, which includes transaction costs, is allocated proportionately to the acquired identifiable assets and liabilities, based on their proportionate fair value on the acquisition date. Furthermore, no goodwill is recognized and no deferred taxes are recognized in respect of the temporary differences existing on the acquisition date. Consideration paid partly in the form of equity instruments, based on the quoted share price. Any additional consideration will be capitalized upon the achievement of defined milestones, which constitutes the variable consideration. When the variable consideration depends on performance conditions, the Company has elected not to recognize the contingent consideration at the time of purchase, but rather if and when the contingent conditions occur and when the consideration is transferred or obliged to be transferred. IFRS 3 includes a distinction between a transaction to acquire an operation is the acquisition of a "business" and the acquisition of a group of assets that according to the standard is not considered the acquisition of a "business". The aforementioned standard offers the optional concentration test so that if substantially all of the fair value of the acquired assets is attributable to a group of similar identifiable assets or to a single identifiable asset, this will not be the acquisition of a business. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. L. Transactions with controlling shareholder Assets and liabilities included in a transaction with a controlling shareholder are measured at fair value on the date of the transaction. As the transaction is on the equity level, the Company includes the difference between the fair value and the consideration from the transaction in its equity. M. Government grants Government grants are recognized initially at fair value when there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant. Unconditional government grants are recognized when the Group is entitled to receive them. Grants that compensate the Group for expenses incurred are presented as a deduction from the corresponding expense. Grants that compensate the Group for the cost of an asset are presented as a deduction from the related assets and are recognized in profit or loss on a systematic basis over the useful life of the asset. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents [abstract] | |
Cash and Cash Equivalents | Note 4 – Cash and Cash Equivalents December 31 December 31 2022 2021 USD thousands USD thousands Cash in USD 4,060 15,596 Cash in NIS 1,116 1,688 Cash in Euro 1,106 1,892 Cash in GBP 2 - Total cash and cash equivalents 6,284 19,176 |
Receivables and Prepaid Expense
Receivables and Prepaid Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables [abstract] | |
Receivables | Note 5 – Receivables December 31 December 31 2022 2021 USD thousands USD thousands Institutions 247 301 Prepaid expenses 423 743 Other - 1,738 670 2,782 |
Other Investments
Other Investments | 12 Months Ended |
Dec. 31, 2022 | |
Other Investments [Abstract] | |
Other Investments | Note 6 – Other Investment Developments in Other Investment USD thousands As at January 1, 2022 1,509 Proceeds from Therapin asset (143 ) Profit from increase in fair value 102 Effect of changes in exchange rates (176 ) As at December 31, 2022 (1) 1,292 (1) USD 136 thousand are classified as a current asset. Separation Agreement from Therapin The Company entered into a separation agreement with Therapin on May 26, 2020, where it cancelled its previous investment agreement with Therapin and replaced it with a debt arrangement. Therapin committed to paying the Company NIS 40 thousand (approximately USD 11 thousand) per month for 119 months for a total of NIS 4.8 million (approximately USD 1.4 million) plus NIS 2.45 million (approximately USD 0.7 million) to be paid upon an exit event. If Therapin completes an exit event during the payment period, the Company will have the option to receive shares or payment in cash for the remaining balance. If Therapin generates a distributable surplus or distributes a dividend, the Company will receive a portion of it as repayment. During 2022, the Company received USD 143 thousand and recorded USD 102 thousand as re-valuation financing income. The Company re-measured the asset using a level 3 fair value measurement at approximately USD 1.3 million (NIS 4.5 million). The fair value was assessed by capitalization of future cash flows (proceeds) at interest rates that reflect the level of risk (based on the duration of the debt) of these proceeds and were classified as Level 3 in the fair value hierarchy. The estimated capitalization interest was based on repayment dates and analysis of the market in which Therapin operates. Breakdown of the parameters used for measuring fair value of the investor warrants: Parameters taken into account in the fair value calculation: Discount rate 11.63%-11.84% Expected additional payment event 3.7 years |
Fixed Assets, net
Fixed Assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Fixed Assets, net | Note 7 – Fixed Assets, net Computers Leasehold improvements Laboratory equipment Machinery and equipment Office furniture, equipment and accessories Total USD thousands Cost Balance as at January 1, 2021 74 58 573 243 28 976 Additions through acquisition of a subsidiary 14 3 556 - - 573 Additions during the year 98 75 1,608 77 27 1,885 Effect of changes in exchange rates 2 (1 ) (56 ) 13 2 (40 ) Cost as at December 31, 2021 188 135 2,681 333 57 3,394 Accumulated depreciation Balance as at January 1, 2021 17 10 38 4 1 70 Depreciation during the year 42 22 296 31 3 394 Dispositions in the year 2 1 4 1 - 8 Accumulated depreciation as at December 31, 2021 61 33 338 36 4 472 Depreciated balance as at December 31, 2021 127 102 2,343 297 53 2,922 Cost Balance as at January 1, 2022 188 135 2,681 333 57 3,394 Additions during the year 128 663 1,759 45 283 2,878 Dispositions in the year - (75 ) - (3 ) (42 ) (120 ) Effect of changes in exchange rates (24 ) (70 ) (233 ) (47 ) (16 ) (390 ) Cost as at December 31, 2022 292 653 4,207 328 282 5,762 Accumulated depreciation Balance as at January 1, 2022 61 33 338 36 4 472 Depreciation during the year 73 113 617 35 62 900 Dispositions in the year - (75 ) - (3 ) (42 ) (120 ) Impairment (see Note 16) 80 31 1,059 4 36 1,210 Effect of changes in exchange rates (9 ) 1 (4 ) (6 ) 3 (15 ) Accumulated depreciation as at December 31, 2022 205 103 2,010 66 63 2,447 Depreciated balance as at December 31, 2022 87 550 2,197 262 219 3,315 During the year ended December 31, 2022, the Company acquired fixed assets on credit in the amount of USD 7 thousand (USD 57 thousand in 2021). The cost of acquisition had not yet been paid at the reporting date. |
Other Payables
Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Other Payable [Abstract] | |
Other Payables | Note 8 – Other Payables December 31 December 31 2022 2021 USD thousands USD thousands Accrued expenses 604 459 Employee benefits 1,175 1,122 Provision - see note 17 199 217 Subsidiary government grant advances 314 218 Others 11 223 2,303 2,239 |
Capital and Capital Reserves
Capital and Capital Reserves | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
Capital and Capital Reserves | Note 9 – Capital and Capital Reserves A. Share capital of Steakholder Foods Ltd. (in thousands of shares of USD 1 par value) Number of Ordinary Shares (thousand) 2022 2021 2020 Issued and paid-in share capital as at January 1 125,770 79,866 19,870 Issued in reverse merger - - 30,526 Exercise of share options during the period – Investor-related - 3,010 11,302 Exercise of share options during the period – Share-Based Payment-related 1,108 2,218 294 Issued not for cash during the period (1) 1,023 12,088 - Issued for cash during the period (2) 18,571 28,588 17,874 Issued and paid-in share capital as at December 31 146,472 125,770 79,866 Authorized share capital 1,000,000 1,000,000 1,000,000 (1) In February 2021, the Company completed a purchase of all of the outstanding share capital not yet owned by the Company, of Belgian cultured fat developer Peace of Meat BV. See Note 16 for information regarding the issuance of shares as part of the consideration in 2022. (2) On July 5, 2022, the Company consummated a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of 600,000 American Depositary Shares (“ADSs”), each representing ten (10) ordinary shares of no par value, at a price of USD 3.50 per ADS, pre-funded warrants to purchase 1,257,143 ADSs at a price of USD 3.4999 (that was already paid) with an exercise price of USD 0.0001 per ADS to be paid once exercised, classified as equity, and warrants to purchase 1,857,143 ADSs for five years with an exercise price of USD 3.50 per ADS. The warrants include net exercise mechanism, and were therefore classified as a derivative (see Note 9B). The securities were offered in the framework of a registered direct offering. The gross proceeds were approximately USD 6.5 million, and the net proceeds were approximately USD 5.8 million. All pre-funded warrants were exercised through December 31, 2022. Issuance costs were allocated pro rata between equity and profit or loss according to the equity and derivative ratio. B. Derivative instrument – Investor Warrants December 31, 2022 USD thousand Grant date price investor warrants 4,495 Changes in fair value through profit or loss (3,800 ) Effect of changes in exchange rate 187 Investor warrants as of December 31, 2022 882 Information on measurement of fair value of investor warrant derivative The value at the date the investor warrants were awarded was estimated using a Black and Scholes pricing model. Breakdown of the parameters used for measuring level 3 fair value of the investor warrants: Parameters taken into account in the fair value calculation: ADS price, USD (at date evaluated) 1.02-3.31 Risk free rate 2.86%-4.09% Volatility 89.6%-96.47% Expected term 4.51 - 5 years Exercise price per warrant, USD 3.5 Dividend rate 0% |
Share-based payments
Share-based payments | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |
Share-based payments | Note 10 – Share-based payments New allotments during the year ended December 31, 2022 that remain outstanding are set out below. All granted options and restricted stock units (RSU) are non-tradable and physically-settled: Date of grant and eligible recipients Terms of the instrument No. of ordinary shares (thousands) Vesting Conditions Contractual duration of the instrument (years) Options awarded to CEO and Chairman on March 15, 2022 Options exercisable for ordinary shares 850 12 quarterly tranches 4 years Options awarded to employees of the Company on March 24, 2022 Options exercisable for ordinary shares 775 1/3 after one year and the balance in 8 quarterly tranches 4 years Options awarded to employees of the Company on June 10, 2022 Options exercisable for ordinary shares 2,180 1/3 after one year and the balance in 8 quarterly tranches 4 years Options awarded to employees of the Company on November 24, 2022 Options exercisable for ordinary shares 1,695 1/3 after one year and the balance in 8 quarterly tranches 4 years Total options exercisable into shares 5,500 A. Number and weighted average exercise prices of options and RSUs The number and weighted average exercise prices of options and RSUs are as follows: Number of options and RSUs Weighted average exercise price Number of options and RSUs Weighted average exercise price 2022 2022 2021 2021 USD USD Outstanding at January 1 19,035,257 0.71 9,505,140 0.84 Granted during the year 5,500,000 0.35 14,559,520 0.66 Forfeited during the year 3,390,640 1.17 194,673 0.52 Exercised during the year (1) 1,107,735 0.04 4,834,730 0.82 Outstanding at December 31 20,036,882 0.53 19,035,257 0.71 Exercisable at December 31 4,925,184 1.67 3,562,192 0.99 (1) Partly executed through cashless mechanism Besides incentive options and RSUs, as of the balance sheet date the Company has issued securities exercisable into 35,595,831 ordinary shares to investors, former shareholders of Peace of Meat (see Note 16) and former Ophectra Real Estate and Investments Ltd. employees prior to the reverse merger (see Note 1A), including investor warrants exercisable into 35,395,831 ordinary shares with exercise prices between USD 0.35 and USD 1.71 and prior Ophectra Real Estate and Investments Ltd. employees options exercisable into 200,000 ordinary shares with exercise price of USD 0.49. B. Information on measurement of fair value of share-based payment plans T Breakdown of the parameters used for measuring fair value at the date the share-based payment plans were awarded: Fair value at date awarded USD 1,331 thousand Parameters taken into account in the fair value calculation: Share price (USD at date awarded) 0.21-0.51 Exercise price (USD unlinked) 0.20-0.52 Expected volatility (weighted average) 91.25%-100.74% Exercise life 2.0-2.8 years Risk-free interest rate 2.03%-4.04% Expected rate of dividend 0% The expected volatility (standard deviation) was determined on the basis of share price volatility in similar companies, due to the Company’s limited historic share price performance since the date of the merger in January 2020 described in Note 1A above. The estimated exercise coefficient for executive and non-executive is approximately 2.8 and 2.0, respectively. The risk-free interest rate was based on US bonds, with time to maturity equivalent to the expected useful life of the options. Share price was used according to quoted share prices on Nasdaq. The total expense recorded during the years ended December 31, 2022, 2021 and 2020, amounted to approximately USD 1.1 million (NIS 3.8 million), USD 4.0 million (NIS 12.7 million) and USD 4.0 million (NIS 13.1 million), respectively. |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Research And Development [Abstract] | |
Research and Development Expenses | Note 11 – Research and Development Expenses Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Salaries, wages and related expenses (1) 4,937 3,425 1,369 Share-based payment (1) 564 911 476 Materials 1,983 1,875 319 Professional services 432 403 89 Maintenance, office and software fees 389 145 116 Depreciation and amortization 1,067 400 59 D&O insurance 189 332 - Others 240 103 63 Total Research and Development Expenses 9,801 7,594 2,491 (1) Including expenses in respect of related parties - see Note 18. |
Marketing Expenses
Marketing Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Marketing Expenses [Abstract] | |
Marketing Expenses | Note 12 – Marketing Expenses Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Salaries, wages and related expenses (1) 821 494 255 Share-based payment (1) 149 570 139 PR and advertisement 1,772 507 91 Maintenance, office and software fees 59 22 13 Depreciation and amortization 84 17 3 D&O insurance 82 - - Others 77 18 5 Total Marketing Expenses 3,044 1628 506 (1) Including expenses in respect of related parties - see Note 18. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Selling, general and administrative expense [abstract] | |
General and Administrative Expenses | Note 13 – General and Administrative Expenses Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Salaries, wages and related expenses (1) 1,796 1,328 556 Share-based payment (1) 433 2,484 3,343 Legal and professional services (1) 2,476 1,499 991 Contingent liability expenses - - 217 D&O insurance 1,038 1,837 - Corporate costs 217 343 60 Maintenance, office and software fees 320 149 38 Depreciation and amortization 368 263 151 Others 289 107 24 Total General and Administrative Expenses 6,937 8,010 5,380 (1) Including expenses in respect of related parties - see Note 18. |
Financing Income and Expenses
Financing Income and Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Financing Income And Expenses [Abstract] | |
Financing Income and Expenses | Note 14 – Financing Income and Expenses Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Financial Income Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss 3,902 509 110 Interest income in cash and cash equivalents 85 - - Net foreign exchange income 891 - - Total Financial Income 4,878 509 110 Financial Expenses Net foreign exchange loss - 1,279 85 Interest expense on lease liabilities 266 9 5 Bank interest and commission expenses 20 11 3 Total Financial Expenses 286 1,299 93 Net financing expenses (income) recognized in profit or loss (4,592 ) 790 (17 ) |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Major components of tax expense (income) [abstract] | |
Income Tax | Note 15 – Income Tax A. Details regarding the tax environment of the Company (1) Corporate tax rate The tax rates applicable to the companies operating in Israel for the years 2020-2022 are 23%. The tax rates applicable to the companies operating in Belgium for the years 2020-2022 are 25%. B. Tax Assessments The Company has final tax assessments through 2013. C. Unrecognized carryforward losses and deferred taxes As at December 31, 2022, the Group has estimated business losses carried forward in the amount of approximately USD 23.6 million. Under current tax legislation in Israel and Belgium, tax losses do not expire. Deferred tax assets in the amount of approximately USD 5.6 million have not been recognized in respect of these items, nor in respect of timing differences for research and development expenses carried forward since the Company has not yet established the probability that future taxable profit will be available against which the Company can utilize the benefits. |
Subsidiaries
Subsidiaries | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of subsidiaries [abstract] | |
Subsidiaries | Note 16 - Subsidiaries In February 2021, the Company completed a purchase of all of the outstanding share capital not yet owned by the Company of Belgian cultured fat developer Peace of Meat BV for total consideration of up to EUR 16.3 million (USD 19.9 million). The total consideration payable by the Company in the acquisition consisted of both cash and equity instruments to be paid to Peace of Meat shareholders and in legal and finder’s fees. The total consideration was paid as part of the closing of the acquisition and part upon the achievement of the defined milestones and sub-milestones. Substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable assets (the “intangible asset” or “IPR&D”), thus the subsidiary is not considered a business and the acquisition is accounted as an asset acquisition. Contingent consideration, dependent upon the achievement of technological milestones was recognized at the time of the achievement of each milestone on the basis of the shares and cash that are payable. The following summarizes the major classes of consideration at the acquisition date: Total consideration USD thousands Cash consideration at closing date 4,799 Initial cash investment in acquiree 1,223 Equity instruments issued (4,070,766 ordinary shares) (1) 4,359 Acquisition-related costs (2) 254 Total consideration as of consolidation date 10,635 Contingent consideration (3) 9,308 Total consideration subject to achievement of all milestones 19,943 (1) The fair value of the ordinary shares issued was based on the share price of the Company at the closing date (February 10, 2021) of NIS 3.986 per share. (2) Acquisition-related costs include legal expenses and finder’s fees. (3) Contingent consideration The Company agreed to pay the selling shareholders and the finder an additional 4,070,766 rights to ordinary shares with a value of USD 4.4 million and cash consideration of USD 4.9 Peace of Meat achieved the first three milestones, the first two during 2021 and the third during 2022. No liability is being provisioned prior to milestones achievement. Identifiable assets acquired and liabilities assumed: Peace Of Meat condensed Balance Sheet (at acquisition date) USD thousands Current assets 425 Non-current assets 588 Current liabilities (578 ) Non-current liabilities (16 ) Tangible assets net 419 IPR&D – Intangible asset Intangible asset that was recognized as a result of the acquisition and additions made by December 31, 2022 as follows: Peace Of Meat initial consolidation effect USD thousands Closing cash consideration and related acquisition costs 5,053 Shares consideration 4,359 Initial cash investment in acquiree 1,223 Tangible assets, net (419 ) 10,216 Additional contributions post-acquisition date according to milestone achievement: 2022 2021 Opening balance 13,453 10,216 Cash consideration 838 1,960 Payment liabilities - 194 Shares consideration (2022: 846,190, 2021:1,852,730 ordinary shares) 724 1,973 Foreign exchange rate effect (648 ) (890 ) Total 14,367 13,453 Impairment valuation result (14,367 ) - Period-end intangible asset balance - 13,453 The aggregate cash flows for the Group as a result of the acquisition in the year ended December 31, 2022 2021 Cash and cash equivalents paid - (5,053 ) Cash and cash equivalents of the subsidiary - 205 Cash consideration for milestone achievement during the period (838 ) (1,960 ) Net reduction of cash flow relative to acquisition (838 ) (6,808 ) As part of the annual impairment test, we have tested the Peace of Meat Cash-Generating Unit (“CGU”) for impairment as of December 31, 2022. We have determined that the value in use of the operation is negative, and therefore continued to assess the fair value less costs of disposal of the CGU. As of the date of publication of these financial statements, we have not identified a potential market participant that may purchase the CGU in an arm’s-length transaction. (Regarding the Company’s decisions to cease the funding of the CGU after the reporting period, see Note 24). Thus, we have concluded that the fair value less costs of disposal of the CGU is immaterial. The fair value less costs of disposal of the CGU’s IPR&D asset was determined to be zero, as the Company did not identify any potential buyer for this asset. We have allocated the impairment loss to the CGU’s fixed assets based on their fair value. The fair value of fixed assets that are available for sale to a market participant is based on their estimated selling value as of the valuation date, less selling costs. We estimated the selling value less selling costs of the fixed assets based on actual offers received, previous purchases, and our knowledge of the second-hand industry market. In allocating the impairment loss, we have not reduced the carrying amount of each asset below its fair value less costs of disposal on an individual basis, if determinable. As a result, we recognized an impairment loss of USD 14,367 thousand for our IPR&D asset and USD 1,210 thousand for our fixed assets. The total impairment loss recorded was USD 15,577 thousand. |
Contingent Liabilities
Contingent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of contingent liabilities [abstract] | |
Contingent Liabilities | Note 17 – Contingent Liabilities From time to time, the Company may be party to litigation or other legal proceedings that it considers to be a part of the ordinary course of its business. The Company is not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on its business, prospects, financial condition or results of operations. In November 2020, the Israeli Securities Authority, or ISA, initiated an administrative proceeding claiming negligent misstatement regarding certain immediate and periodic reports published by the Company’s predecessor (Ophectra) during the years 2017 and 2018, prior to the merger with MeaTech and prior to establishment of the settlement fund in connection with the Merger. In February 2021, the trustee of the settlement fund informed the Company that the ISA views the Company as a party to this proceeding, notwithstanding the settlement and establishment of the settlement fund. This proceeding is of an administrative nature and carries a potential penalty in the form of a monetary fine which, under applicable Israeli law, could be as high as NIS 5 million. In April 2021, following negotiations with the ISA, the Company agreed to settle the matter for USD 0.2 million (NIS 0.7 million), for which the Company recorded a provision. The settlement is subject to approval of the ISA’s Enforcement Committee. As similar proceedings with several other companies found the companies not liable, the Company has initiated procedures to obtain a similar finding with respect to the Company, notwithstanding the settlement, however due to lack of certainty with the regard to the outcome of these procedures, the Company has retained the aforementioned provision. In February 2021, a civil claim was lodged against the settlement fund, relating to Ophectra's activities prior to establishment of the settlement fund, in an amount of USD 0.7 million (NIS 2.5 million). The Company believes that it is more likely than not that no final ruling will be decided against the settlement fund. |
Related and Interested Parties
Related and Interested Parties | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of transactions between related parties [abstract] | |
Related and Interested Parties | Note 18 – Related and Interested Parties Balances with related parties Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2021 USD thousands USD thousands USD thousands 227 261 117 Expense amounts with respect to related parties Period ended December 31, Period ended December 31, Year ended December 31, 2022 2021 2021 USD thousands USD thousands USD thousands General and administrative expenses Salaries, wages and related expenses 486 588 316 Legal and professional services 369 301 281 Share-based payments 482 777 488 Sales and Marketing expenses Salaries, wages and related expenses 126 - - Professional services 16 - - Share-based payments 44 - - Research & Development expenses Salaries, wages and related 259 338 121 Share-based payments 51 66 64 The senior executives of the Company are entitled to a salary, including standard social benefits and domestic travel expenses, an annual performance-based bonus and share-based compensation incentives. The directors of the Company are entitled to a service fee and share-based compensation (and in the case of the Chairman of the Board, domestic travel expenses and an annual performance-based bonus). Mr. Kaufman, CEO of the company, and Yaron Kaiser, Chairman, are also founding partners of BlueOcean Sustainability Fund, LLC, doing business as BlueSoundWaves which provide to the Company marketing, promotional, consulting, and investor engagement services in the U.S., in exchange for warrants to purchase ordinary shares and restricted share units, which are recognized as share-based payments expenses. BlueSoundWaves is led by prominent investors Ashton Kutcher, Guy Oseary, and Effie Epstein. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Presentation of leases for lessee [abstract] | |
Leases | Note 19 – Leases Leases in which the Group is the lessee 1. Under an office leasing agreement dated May 18, 2021, the Company leased office space and parking spaces, for a monthly fee of USD 51 thousand (NIS 178 thousand) linked to the CPI, including management fees and insurance, for a period of 4 years, with an option to extend the term of the lease by an additional term of 4 years. On February 2022, after receiving the facilities, the Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 3,625 thousand (NIS 12,687 thousand). The incremental interest rate used for estimating the liability is 8.77%. In conjunction with the aforementioned lease, the Company terminated its previous leasing agreements in Israel. 2. Right-of-Use Asset USD thousands Balance as at January 1, 2021 168 Additions following the acquisition of POM 16 Additions during the year 512 Amortization during the year (286 ) Effect of changes in exchange rates (3 ) Balance as at December 31, 2021 407 Additions during the year 4,099 Terminations during the year (239 ) Amortization during the year (619 ) Effect of CPI 145 Effect of changes in exchange rates (393 ) Balance as at December 31, 2022 3,400 3. Maturity analysis of for the Company’s lease liabilities December 31, December 31, 2022 2021 USD thousands USD thousands Up to one year 394 165 1-8 years 3,109 246 Total 3,503 411 4. Amounts recognized in profit or loss Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Amortization of ROU asset 619 286 146 Expenses related to short-term leases 149 - - Interest and CPI expenses on lease liability 266 9 5 Total amounts paid for leasing of the offices in the period ended December 31, 2022 and December 31, 2021, was USD 870 thousand and USD 346 thousand, respectively. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Classes of employee benefits expense [abstract] | |
Employee Benefits | Note 20 - Employee Benefits Employee benefits include post-employment benefits and short-term benefits. The Company has a defined contribution plan in respect of its liability to pay the savings component of provident funds and in relation to employee severance pay, which is subject to Section 14 of the Israeli Severance Pay Law – 1963, according to which the Company pays fixed contributions to pension funds and/or insurance companies that release the Company from any additional severance-related liability. Expenses recognized in respect of such defined contribution plans in the years ended December 31, 2022 and December 31, 2021, amounted to USD 305 thousand and USD 225 thousand, respectively. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share [abstract] | |
Loss per Share | Note 21 – Loss per Share The calculation of basic loss per share as at December 31, 2022 was based on the loss attributable to the Company’s ordinary shareholders divided by a weighted average number of ordinary shares outstanding, calculated as follows: Weighted average number of ordinary shares Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Issued and paid-in share capital as at January 1 125,770,107 79,866,264 19,870,337 Weighted average of the number of ordinary shares of Steakholder Foods Ltd. issued during the year 10,130,762 36,088,237 40,241,860 Weighted average of the number of ordinary shares used to calculate basic earnings per share 135,900,869 115,954,501 60,112,197 In prior periods, the weighted average number of the ordinary shares of Steakholder Innovation Ltd. was multiplied by the exchange ratio according to which ordinary shares of Steakholder Foods Ltd. were issued in return for ordinary shares of Steakholder Innovation Ltd. in the 2020 reverse acquisition. |
Agreements, Guarantees and Lien
Agreements, Guarantees and Liens | 12 Months Ended |
Dec. 31, 2022 | |
Agreements Guarantees And Liens [Abstract] | |
Agreements, Guarantees and Liens | Note 22 – Agreements, Guarantees and Liens A. Steakholder Foods Ltd. restricted a deposit of USD 29 thousand (NIS 100 thousand) in favor of a bank to secure its liabilities with respect to credit cards. B. To secure its undertakings in connection with its future lease agreement, Steakholder Foods Ltd. provided a bank guarantee in the amount of USD 296 thousand (NIS 1,040 thousand), for which a restricted deposit has been recorded. C. To secure its undertakings in connection with its lease agreements as described in Note 19, POM provided a bank guarantee in the amount of USD 24 thousand (EUR 23 thousand), for which a restricted deposit has been recorded. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about financial instruments [abstract] | |
Financial Instruments | Note 23 – Financial Instruments The Company has exposure to the following risks from its use of financial instruments: credit, liquidity and market risks, this note presents qqualitative information about the Company’s exposure to each of the above risks, and the Company’s objectives, policies and processes for measuring and managing risk. 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. The cash surpluses held by the Company that are not required for financing their current activity, are invested in interest-bearing investment channels, such as short-term deposits. These investment channels are chosen by the Company’s management based on future forecasts of the cash the Company will require in order to meet its liabilities. 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. Changes in CPI are effecting operational contracts, mainly lease agreement |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Subsequent Events | Note 24 – Subsequent Events 1. On January 9, 2023, the Company consummated an underwritten public offering of 1,550,000 American Depositary Shares (“ADSs”) at a price of USD 1.00 per ADS and pre-funded warrants to purchase 4,950,000 ADSs at a purchase price of USD 0.9999 per warrant and an exercise price of USD 0.0001 per warrant, for total immediate gross proceeds of approximately USD 6.5 million. As part of the offering, the Company issued warrants to purchase 6,500,000 ADSs, exercisable immediately for a period of five years, with an exercise price of USD 1.00 per ADS. Underwriting discounts and other offering expenses totaled approximately USD 0.7 million. In connection with the offering, the Company entered into an agreement with an existing investor to reduce the exercise price of outstanding warrants to purchase up to 1,857,143 ADS which were issued in the Company’s July 2022 registered direct offering (the “Prior Warrants”) from USD 3.50 per ADS to USD 1.00 per ADS, and to extend the term of the Prior Warrants until January 10, 2028. 2. On March 2, 2023, the Company announces that Mr. Eitan Noah, previously VP Finance of the Company, will be promoted to the position of Company’s Chief Financial Officer on April 5, 2023, replacing the current CFO, Mr. Guy Hefer, who is stepping down for personal reasons. 3. On April 3, 2023, the Company announced that Peace of Meat would close, in the context of optimizing its funds and investment strategy, alongside enabling a greater focus on recently-announced core goals such as accelerating the commercialization of its 3D printing technology. See also Note 16. 4. On March 27, 2023, the Company received a letter from the Nasdaq, indicating that it is not in compliance with the minimum bid price requirement of $1.00 per shares for continued listing. The letter, which has no immediate effect on the Company’s Nasdaq listing or the trading of its American Depositary Shares (ADSs), states that the Company has a compliance period of 180 days (until September 18, 2023) to regain compliance with the minimum bid price requirement. The Company can regain compliance if, at any time during this 180-day period, the closing bid price of its ordinary shares is at least $1.00 for a minimum of ten consecutive business days. 5. On April 3, 2023, the Company announced its participation in a strategic investment round in Wilk Technologies Ltd. (TASE: WILK), alongside leading players in the food industry, such as Danone and the Central Bottling Co. Ltd. (owner of Tara, Coca Cola Israel and more). The transaction was approved by the Company's audit committee (due to related party considerations) and board of directors. As part of the investment, the Company purchased ordinary shares of Wilk in the amount of $450,000 at a 15% discount below their 45-day average closing price, giving the Company a 2.5% stake in Wilk. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Financial Instruments | A. Financial Instruments: (1) Non-derivative financial assets Initial recognition and measurement of financial assets The Company initially recognizes trade receivables and debt instruments issued on the date that they are created. All other financial assets are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying amount of the contract assets on the date classification was changed from contract asset to receivables. Derecognition of financial assets Financial assets are derecognized when the contractual rights of the Company to the cash flows from the asset expire, or the Company transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset were transferred. When the Company retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognize the financial asset. Classification of financial assets into categories and the accounting treatment of each category Financial assets are classified at initial recognition to one of the following measurement categories: amortized cost; fair value through other comprehensive income – investments in debt instruments; fair value through other comprehensive income – investments in equity instruments; or fair value through profit or loss. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at fair value through profit or loss: - It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and - The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates. (2) Non-derivative financial liabilities Non-derivative financial liabilities include finance lease liabilities, trade and other payables. Initial recognition of financial liabilities The Company initially recognizes financial liabilities on the trade date at which the Company becomes a party to the contractual provisions of the instrument. Subsequent measurement of financial liabilities Financial liabilities (other than financial liabilities at fair value through profit or loss) are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Derecognition of financial liabilities Financial liabilities are derecognized when the obligation of the Company, as specified in the agreement, expires or when it is discharged or cancelled. (3) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects. (4) Issuance of securities The consideration received from the issuance of securities is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is the value of the equity component. Direct issuance costs are attributed to the specific securities in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the securities. (5) Measurement of derivative financial instruments Derivatives are recognized initially at fair value, attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value. The changes in fair value of these derivatives are recognized in profit or loss, as financing income or expense. The company implements the said accounting treatment to changes in the fair value of the warrants which exercise price were determined in USD and has a limited cashless mechanism. |
Impairment | B. Impairment Non-financial assets Timing of impairment testing The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Once a year and on the same date, or more frequently if there are indications of impairment, the Group estimates the recoverable amount of each cash-generating unit that contains goodwill, or intangible assets that have indefinite useful lives or are unavailable for use. Measurement of recoverable amount The recoverable amount of an asset is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the assessments of market participants regarding the time value of money and the risks specific to the asset, for which the estimated future cash flows from the asset were not adjusted. See Note 16. Recognition of impairment loss An impairment loss is recognized if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Non-derivative financial assets See Note 6. |
Financing income and expenses | C. Financing income and expenses Financing income derives from changes in fair value of financial instruments mandatorily measured at fair value through profit or loss. Financing expenses comprise mainly from bank fee expenses and lease liabilities interest expenses, which are recognized in profit or loss. In the statements of cash flows, interest received is presented as part of cash flows from investing activities. Interest paid is presented as part of cash flows from financing activities. |
Loss per share | D. Loss per share The Company presents basic and diluted earnings or loss per share data for its ordinary shares. Basic earnings or loss per share is calculated by dividing the earnings or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year including pre-funded warrants. Diluted earnings or loss per share is determined by adjusting the profit or loss attributable to ordinary shareholders of the Company and the weighted average-number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares, which comprise share options. |
Intangible assets | E. Intangible Assets Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company has the intention and sufficient resources to complete development and to use or sell the asset. As the Company’s development activities do not meet the standards for capitalization, research and development expenditure is recognized through profit or loss. Subsequent expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred. Other intangible assets Other intangible assets, that are acquired by the Company, are measured at cost less accumulated amortization and accumulated impairment losses. See Note 16. |
Provisions | F. Provisions A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. A provision for claims is recognized if, as a result of a past event, the Company has a present legal or constructive obligation and it is more likely than not that an outflow of economic benefits will be required to settle the obligation and the amount of obligation can be estimated reliably. When the value of time is material, the provision is measured at its present value. |
Fixed assets | G. Fixed assets (1) Recognition and measurement Fixed asset items are measured at cost less accumulated depreciation and accumulated impairment losses. The cost of a fixed asset includes expenditures that are directly attributable to the acquisition of the asset. (2) Depreciation Depreciation is a systematic allocation of the depreciable amount of an asset over its estimated useful life. The depreciable amount is the cost of the asset or other amount that replaces the cost, less its residual value. An asset is depreciated from the date it is ready for use, namely, the date on which it reaches the location and condition required for it to operate in the manner intended by Management. Depreciation is recognized in the statement of income on a straight-line basis over the estimated useful lives of each part of the fixed-asset item, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows: ● Computers 3 years ● Leasehold improvements 2-8 years ● Laboratory equipment 5-7 years ● Machinery and Equipment 6-10 years ● Office furniture, equipment and accessories 14 years Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate. |
Leases | H. Leases Determining whether an arrangement contains a lease On the inception date of the lease, the Company determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Company assesses whether it has the following two rights throughout the lease term: (a) The right to obtain substantially all the economic benefits from use of the identified asset; and (b) The right to direct the identified asset’s use. For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the company elected to account for the contract as a single lease component without separating the components. Leased assets and lease liabilities Contracts that award the Company control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition, the Company recognizes a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments. Since the interest rate implicit in the Company's leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequent to initial recognition, the right-of-use asset is accounted for using the cost model and depreciated over the shorter of the lease term or useful life of the asset. The lease term The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively. Depreciation of right-of-use asset After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the shorter of the useful life or contractual lease period. Variable lease payments Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-of-use asset. Depreciation of right-of-use asset After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever earlier. |
Employee benefits | I. Employee benefits (1) Post-employment benefits The Company has a post-employment benefit plan, financed by deposits with insurance companies or with funds managed by a trustee, and classified as a defined contribution plan, under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees. (2) Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee when the benefit is not accumulated. A liability is recognized for the amount expected to be paid under short-term cash bonus if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits depending on when the Company expects the benefits to be wholly settled. |
Share-based compensation | J. Share-based compensation Share-based compensation expense related to share awards is recognized based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the binomial and Monte Carlo option pricing model. The option pricing model requires the input of highly subjective assumptions, including the expected term of the option, the expected volatility of the price of the Company’s ordinary shares and the expected dividend yield of ordinary shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company recognizes compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the accelerated method based on the multiple-option award approach. Forfeitures are accounted for as they occur. |
Basis of Consolidation | K. Basis of Consolidation Acquisition of a subsidiary Upon the acquisition of a subsidiary, the Company exercises discretion when examining whether the transaction constitutes the acquisition of a business or acquisition of an asset, for the purpose of determining the accounting treatment of the transaction. Transactions in which the acquired company is not considered a business are accounted for as the acquisition of a group of assets and liabilities. In such transactions, the cost of acquisition, which includes transaction costs, is allocated proportionately to the acquired identifiable assets and liabilities, based on their proportionate fair value on the acquisition date. Furthermore, no goodwill is recognized and no deferred taxes are recognized in respect of the temporary differences existing on the acquisition date. Consideration paid partly in the form of equity instruments, based on the quoted share price. Any additional consideration will be capitalized upon the achievement of defined milestones, which constitutes the variable consideration. When the variable consideration depends on performance conditions, the Company has elected not to recognize the contingent consideration at the time of purchase, but rather if and when the contingent conditions occur and when the consideration is transferred or obliged to be transferred. IFRS 3 includes a distinction between a transaction to acquire an operation is the acquisition of a "business" and the acquisition of a group of assets that according to the standard is not considered the acquisition of a "business". The aforementioned standard offers the optional concentration test so that if substantially all of the fair value of the acquired assets is attributable to a group of similar identifiable assets or to a single identifiable asset, this will not be the acquisition of a business. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. |
Transactions with controlling shareholder | L. Transactions with controlling shareholder Assets and liabilities included in a transaction with a controlling shareholder are measured at fair value on the date of the transaction. As the transaction is on the equity level, the Company includes the difference between the fair value and the consideration from the transaction in its equity. |
Government grants | M. Government grants Government grants are recognized initially at fair value when there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant. Unconditional government grants are recognized when the Group is entitled to receive them. Grants that compensate the Group for expenses incurred are presented as a deduction from the corresponding expense. Grants that compensate the Group for the cost of an asset are presented as a deduction from the related assets and are recognized in profit or loss on a systematic basis over the useful life of the asset. |
Basis of Preparation of the F_2
Basis of Preparation of the Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Basis Of Preparation [Abstract] | |
Schedule of functional currency | Currency USD - ILS USD - EUR Period 2022 2021 2020 2022 2021 December 31 3.519 3.110 3.215 0.938 0.883 Year Average 3.359 3.230 3.479 0.950 0.845 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Schedule of estimated useful lives for current and comparative periods | ● Computers 3 years ● Leasehold improvements 2-8 years ● Laboratory equipment 5-7 years ● Machinery and Equipment 6-10 years ● Office furniture, equipment and accessories 14 years |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents [abstract] | |
Schedule of cash and cash equivalents | December 31 December 31 2022 2021 USD thousands USD thousands Cash in USD 4,060 15,596 Cash in NIS 1,116 1,688 Cash in Euro 1,106 1,892 Cash in GBP 2 - Total cash and cash equivalents 6,284 19,176 |
Receivables and Prepaid Expen_2
Receivables and Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables [abstract] | |
Schedule of receivables [Table Text Block] | December 31 December 31 2022 2021 USD thousands USD thousands Institutions 247 301 Prepaid expenses 423 743 Other - 1,738 670 2,782 |
Other Investments (Tables)
Other Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Investments [Abstract] | |
Schedule of other investments explanatory | Developments in Other Investment USD thousands As at January 1, 2022 1,509 Proceeds from Therapin asset (143 ) Profit from increase in fair value 102 Effect of changes in exchange rates (176 ) As at December 31, 2022 (1) 1,292 (1) USD 136 thousand are classified as a current asset. |
Schedule of parameters used for measuring fair value of the investor warrants explanatory | Parameters taken into account in the fair value calculation: Discount rate 11.63%-11.84% Expected additional payment event 3.7 years |
Fixed Assets, net (Tables)
Fixed Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Schedule of fixed assets | Computers Leasehold improvements Laboratory equipment Machinery and equipment Office furniture, equipment and accessories Total USD thousands Cost Balance as at January 1, 2021 74 58 573 243 28 976 Additions through acquisition of a subsidiary 14 3 556 - - 573 Additions during the year 98 75 1,608 77 27 1,885 Effect of changes in exchange rates 2 (1 ) (56 ) 13 2 (40 ) Cost as at December 31, 2021 188 135 2,681 333 57 3,394 Accumulated depreciation Balance as at January 1, 2021 17 10 38 4 1 70 Depreciation during the year 42 22 296 31 3 394 Dispositions in the year 2 1 4 1 - 8 Accumulated depreciation as at December 31, 2021 61 33 338 36 4 472 Depreciated balance as at December 31, 2021 127 102 2,343 297 53 2,922 Cost Balance as at January 1, 2022 188 135 2,681 333 57 3,394 Additions during the year 128 663 1,759 45 283 2,878 Dispositions in the year - (75 ) - (3 ) (42 ) (120 ) Effect of changes in exchange rates (24 ) (70 ) (233 ) (47 ) (16 ) (390 ) Cost as at December 31, 2022 292 653 4,207 328 282 5,762 Accumulated depreciation Balance as at January 1, 2022 61 33 338 36 4 472 Depreciation during the year 73 113 617 35 62 900 Dispositions in the year - (75 ) - (3 ) (42 ) (120 ) Impairment (see Note 16) 80 31 1,059 4 36 1,210 Effect of changes in exchange rates (9 ) 1 (4 ) (6 ) 3 (15 ) Accumulated depreciation as at December 31, 2022 205 103 2,010 66 63 2,447 Depreciated balance as at December 31, 2022 87 550 2,197 262 219 3,315 |
Other Payables (Tables)
Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Other Payable [Abstract] | |
Schedule of other payables | December 31 December 31 2022 2021 USD thousands USD thousands Accrued expenses 604 459 Employee benefits 1,175 1,122 Provision - see note 17 199 217 Subsidiary government grant advances 314 218 Others 11 223 2,303 2,239 |
Capital and Capital Reserves (T
Capital and Capital Reserves (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
Schedule of share capital issued explanatory | Number of Ordinary Shares (thousand) 2022 2021 2020 Issued and paid-in share capital as at January 1 125,770 79,866 19,870 Issued in reverse merger - - 30,526 Exercise of share options during the period – Investor-related - 3,010 11,302 Exercise of share options during the period – Share-Based Payment-related 1,108 2,218 294 Issued not for cash during the period (1) 1,023 12,088 - Issued for cash during the period (2) 18,571 28,588 17,874 Issued and paid-in share capital as at December 31 146,472 125,770 79,866 Authorized share capital 1,000,000 1,000,000 1,000,000 |
Schedule of derivative instrument price protection mechanism | December 31, 2022 USD thousand Grant date price investor warrants 4,495 Changes in fair value through profit or loss (3,800 ) Effect of changes in exchange rate 187 Investor warrants as of December 31, 2022 882 |
Schedule of fair value of price protection mechanism explanatory | Parameters taken into account in the fair value calculation: ADS price, USD (at date evaluated) 1.02-3.31 Risk free rate 2.86%-4.09% Volatility 89.6%-96.47% Expected term 4.51 - 5 years Exercise price per warrant, USD 3.5 Dividend rate 0% |
Share-based payments (Tables)
Share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |
Schedule for new allotments of options and restricted stock units (RSUs) | Date of grant and eligible recipients Terms of the instrument No. of ordinary shares (thousands) Vesting Conditions Contractual duration of the instrument (years) Options awarded to CEO and Chairman on March 15, 2022 Options exercisable for ordinary shares 850 12 quarterly tranches 4 years Options awarded to employees of the Company on March 24, 2022 Options exercisable for ordinary shares 775 1/3 after one year and the balance in 8 quarterly tranches 4 years Options awarded to employees of the Company on June 10, 2022 Options exercisable for ordinary shares 2,180 1/3 after one year and the balance in 8 quarterly tranches 4 years Options awarded to employees of the Company on November 24, 2022 Options exercisable for ordinary shares 1,695 1/3 after one year and the balance in 8 quarterly tranches 4 years Total options exercisable into shares 5,500 |
Schedule for number and weighted average exercise prices of options and RSUs | Number of options and RSUs Weighted average exercise price Number of options and RSUs Weighted average exercise price 2022 2022 2021 2021 USD USD Outstanding at January 1 19,035,257 0.71 9,505,140 0.84 Granted during the year 5,500,000 0.35 14,559,520 0.66 Forfeited during the year 3,390,640 1.17 194,673 0.52 Exercised during the year (1) 1,107,735 0.04 4,834,730 0.82 Outstanding at December 31 20,036,882 0.53 19,035,257 0.71 Exercisable at December 31 4,925,184 1.67 3,562,192 0.99 (1) Partly executed through cashless mechanism |
Schedule of parameters used for measuring fair value at the date the share-based payment plan | Fair value at date awarded USD 1,331 thousand Parameters taken into account in the fair value calculation: Share price (USD at date awarded) 0.21-0.51 Exercise price (USD unlinked) 0.20-0.52 Expected volatility (weighted average) 91.25%-100.74% Exercise life 2.0-2.8 years Risk-free interest rate 2.03%-4.04% Expected rate of dividend 0% |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research And Development [Abstract] | |
Schedule of research and development expenses | Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Salaries, wages and related expenses (1) 4,937 3,425 1,369 Share-based payment (1) 564 911 476 Materials 1,983 1,875 319 Professional services 432 403 89 Maintenance, office and software fees 389 145 116 Depreciation and amortization 1,067 400 59 D&O insurance 189 332 - Others 240 103 63 Total Research and Development Expenses 9,801 7,594 2,491 (1) Including expenses in respect of related parties - see Note 18. |
Marketing Expenses (Tables)
Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Marketing Expenses [Abstract] | |
Schedule of marketing expenses | Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Salaries, wages and related expenses (1) 821 494 255 Share-based payment (1) 149 570 139 PR and advertisement 1,772 507 91 Maintenance, office and software fees 59 22 13 Depreciation and amortization 84 17 3 D&O insurance 82 - - Others 77 18 5 Total Marketing Expenses 3,044 1628 506 (1) Including expenses in respect of related parties - see Note 18. |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Selling, general and administrative expense [abstract] | |
Schedule of general and administrative expenses | Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Salaries, wages and related expenses (1) 1,796 1,328 556 Share-based payment (1) 433 2,484 3,343 Legal and professional services (1) 2,476 1,499 991 Contingent liability expenses - - 217 D&O insurance 1,038 1,837 - Corporate costs 217 343 60 Maintenance, office and software fees 320 149 38 Depreciation and amortization 368 263 151 Others 289 107 24 Total General and Administrative Expenses 6,937 8,010 5,380 (1) Including expenses in respect of related parties - see Note 18. |
Financing Income and Expenses (
Financing Income and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Financing Income And Expenses [Abstract] | |
Schedule of financing income and expenses | Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Financial Income Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss 3,902 509 110 Interest income in cash and cash equivalents 85 - - Net foreign exchange income 891 - - Total Financial Income 4,878 509 110 Financial Expenses Net foreign exchange loss - 1,279 85 Interest expense on lease liabilities 266 9 5 Bank interest and commission expenses 20 11 3 Total Financial Expenses 286 1,299 93 Net financing expenses (income) recognized in profit or loss (4,592 ) 790 (17 ) |
Subsidiaries (Tables)
Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of subsidiaries [abstract] | |
Schedule of major classes of consideration assumed at acquisition date | USD thousands Cash consideration at closing date 4,799 Initial cash investment in acquiree 1,223 Equity instruments issued (4,070,766 ordinary shares) (1) 4,359 Acquisition-related costs (2) 254 Total consideration as of consolidation date 10,635 Contingent consideration (3) 9,308 Total consideration subject to achievement of all milestones 19,943 (1) The fair value of the ordinary shares issued was based on the share price of the Company at the closing date (February 10, 2021) of NIS 3.986 per share. (2) Acquisition-related costs include legal expenses and finder’s fees. (3) Contingent consideration The Company agreed to pay the selling shareholders and the finder an additional 4,070,766 rights to ordinary shares with a value of USD 4.4 million and cash consideration of USD 4.9 Peace of Meat achieved the first three milestones, the first two during 2021 and the third during 2022. |
Schedule of identifiable assets acquired and liabilities assumed | Peace Of Meat condensed Balance Sheet (at acquisition date) USD thousands Current assets 425 Non-current assets 588 Current liabilities (578 ) Non-current liabilities (16 ) Tangible assets net 419 |
Schedule of intangible asset was recognized as result of acquisition | Peace Of Meat initial consolidation effect USD thousands Closing cash consideration and related acquisition costs 5,053 Shares consideration 4,359 Initial cash investment in acquiree 1,223 Tangible assets, net (419 ) 10,216 Additional contributions post-acquisition date according to milestone achievement: 2022 2021 Opening balance 13,453 10,216 Cash consideration 838 1,960 Payment liabilities - 194 Shares consideration (2022: 846,190, 2021:1,852,730 ordinary shares) 724 1,973 Foreign exchange rate effect (648 ) (890 ) Total 14,367 13,453 Impairment valuation result (14,367 ) - Period-end intangible asset balance - 13,453 |
Schedule of aggregate cash flows for group as result of acquisition explanatory | The aggregate cash flows for the Group as a result of the acquisition in the year ended December 31, 2022 2021 Cash and cash equivalents paid - (5,053 ) Cash and cash equivalents of the subsidiary - 205 Cash consideration for milestone achievement during the period (838 ) (1,960 ) Net reduction of cash flow relative to acquisition (838 ) (6,808 ) |
Related and Interested Parties
Related and Interested Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of transactions between related parties [abstract] | |
Disclosure of balances with related parties | Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2021 USD thousands USD thousands USD thousands 227 261 117 |
Disclosure of expense amounts with respect to related parties | Period ended December 31, Period ended December 31, Year ended December 31, 2022 2021 2021 USD thousands USD thousands USD thousands General and administrative expenses Salaries, wages and related expenses 486 588 316 Legal and professional services 369 301 281 Share-based payments 482 777 488 Sales and Marketing expenses Salaries, wages and related expenses 126 - - Professional services 16 - - Share-based payments 44 - - Research & Development expenses Salaries, wages and related 259 338 121 Share-based payments 51 66 64 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Presentation of leases for lessee [abstract] | |
Schedule of right of use asset | USD thousands Balance as at January 1, 2021 168 Additions following the acquisition of POM 16 Additions during the year 512 Amortization during the year (286 ) Effect of changes in exchange rates (3 ) Balance as at December 31, 2021 407 Additions during the year 4,099 Terminations during the year (239 ) Amortization during the year (619 ) Effect of CPI 145 Effect of changes in exchange rates (393 ) Balance as at December 31, 2022 3,400 |
Schedule of information related to maturity analysis of lease liability | December 31, December 31, 2022 2021 USD thousands USD thousands Up to one year 394 165 1-8 years 3,109 246 Total 3,503 411 |
Schedule of statement of income | Year ended December 31, Year ended December 31, Year ended December 31, 2022 2021 2020 USD thousands USD thousands USD thousands Amortization of ROU asset 619 286 146 Expenses related to short-term leases 149 - - Interest and CPI expenses on lease liability 266 9 5 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share [abstract] | |
Schedule of weighted average number of ordinary shares | Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Issued and paid-in share capital as at January 1 125,770,107 79,866,264 19,870,337 Weighted average of the number of ordinary shares of Steakholder Foods Ltd. issued during the year 10,130,762 36,088,237 40,241,860 Weighted average of the number of ordinary shares used to calculate basic earnings per share 135,900,869 115,954,501 60,112,197 |
General (Narrative) (Details)
General (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of General Information [Line Items] | |||
Proceeds from issuing shares | $ 0 | $ 0 | $ 222 |
Retained earnings | (67,738) | $ (36,971) | |
Securities purchase agreement | |||
Disclosure Of General Information [Line Items] | |||
Proceeds from issuing shares | $ 6,500 |
Basis of Preparation of the F_3
Basis of Preparation of the Financial Statements (Details) | Dec. 31, 2022 € / $ | Dec. 31, 2022 ₪ / $ | Dec. 31, 2021 € / $ | Dec. 31, 2021 ₪ / $ | Dec. 31, 2020 ₪ / $ |
Disclosure Of Basis Of Preparation [Abstract] | |||||
Foreign exchange rate | 0.938 | 3.519 | 0.883 | 3.11 | 3.215 |
Average USD exchange rate | 0.95 | 3.359 | 0.845 | 3.23 | 3.479 |
Significant Accounting Polici_4
Significant Accounting Policies (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computers [Member] | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 3 years |
Leasehold improvements [Member] | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 2-8 years |
Laboratory equipment [Member] | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 5-7 years |
Machinery and equipment [Member] | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 6-10 years |
Office furniture, equipment and accessories [Member] | |
Disclosure Of Significant Accounting Policies [Line Items] | |
Estimated useful lives | 14 years |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure Of Cash And Cash Equivalents [Line Items] | ||||
Total cash and cash equivalents | $ 6,284 | $ 19,176 | $ 13,556 | $ 1,274 |
United States of America, Dollars | ||||
Disclosure Of Cash And Cash Equivalents [Line Items] | ||||
Total cash and cash equivalents | 4,060 | 15,596 | ||
Israel, New Shekels | ||||
Disclosure Of Cash And Cash Equivalents [Line Items] | ||||
Total cash and cash equivalents | 1,116 | 1,688 | ||
Euro Member Countries, Euro | ||||
Disclosure Of Cash And Cash Equivalents [Line Items] | ||||
Total cash and cash equivalents | 1,106 | 1,892 | ||
Cash in GBP | ||||
Disclosure Of Cash And Cash Equivalents [Line Items] | ||||
Total cash and cash equivalents | $ 2 | $ 0 |
Receivables and Prepaid Expen_3
Receivables and Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Trade and other receivables [abstract] | ||
Institutions | $ 247 | $ 301 |
Prepaid expenses | 423 | 743 |
Other | 0 | 1,738 |
Total trade and other current receivables | $ 670 | $ 2,782 |
Other Investments (Details)
Other Investments (Details) - Therapin Ltd [Member] $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | ||
Other Investments [Line Items] | ||
Beginning balance | $ 1,509 | |
Proceeds from Therapin asset | (143) | |
Profit from increase in fair value | 102 | |
Effect of changes in exchange rates | (176) | |
Ending balance | $ 1,292 | [1] |
[1]USD 136 thousand are classified as a current asset. |
Other Investments (Parenthetica
Other Investments (Parentheticals) (Details 1) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Investments [Abstract] | ||
Other investment | $ 136 | $ 154 |
Other Investments (Details 1)
Other Investments (Details 1) - Therapin Ltd [Member] - Separation Agreement [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Other Investments [Line Items] | |
Expected additional payment event | 3 years 8 months 12 days |
Minimum [Member] | |
Other Investments [Line Items] | |
Discount rate | 11.63% |
Maximum [Member] | |
Other Investments [Line Items] | |
Discount rate | 11.84% |
Other Investments (Narrative) (
Other Investments (Narrative) (Details) - Separation Agreement - Therapin Ltd ₪ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 26, 2020 ILS (₪) | May 26, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 ILS (₪) | Dec. 31, 2022 USD ($) | May 26, 2020 USD ($) | |
Other Investments [Line Items] | ||||||
Committed to pay board of directors per month | ₪ 40 | $ 11 | ||||
Aggregate total payment during period under investment | 4,800 | $ 1,400 | ||||
Additional payment during period under investment | ₪ 2,450 | $ 700 | ||||
Estimated fair value of other investment | ₪ 4,500 | $ 1,300 | ||||
Proceeds from revaluation | $ 143 | |||||
Revaluation of investment | $ 102 |
Fixed Assets, net (Details)
Fixed Assets, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | $ 2,922 | |
Balance | 3,315 | $ 2,922 |
Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 3,394 | 976 |
Additions through acquisition of a subsidiary | 573 | |
Additions | 2,878 | 1,885 |
Dispositions in the year | (120) | |
Effect of changes in exchange rates | (390) | (40) |
Balance | 5,762 | 3,394 |
Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 472 | 70 |
Depreciation during the year | 900 | 394 |
Dispositions in the year | (120) | 8 |
Impairment | 1,210 | |
Effect of changes in exchange rates | (15) | |
Balance | 2,447 | 472 |
Computer equipment [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 127 | |
Balance | 87 | 127 |
Computer equipment [member] | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 188 | 74 |
Additions through acquisition of a subsidiary | 14 | |
Additions | 128 | 98 |
Dispositions in the year | 0 | |
Effect of changes in exchange rates | (24) | 2 |
Balance | 292 | 188 |
Computer equipment [member] | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 61 | 17 |
Depreciation during the year | 73 | 42 |
Dispositions in the year | 0 | 2 |
Impairment | 80 | |
Effect of changes in exchange rates | (9) | |
Balance | 205 | 61 |
Leasehold improvements [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 102 | |
Balance | 550 | 102 |
Leasehold improvements [member] | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 135 | 58 |
Additions through acquisition of a subsidiary | 3 | |
Additions | 663 | 75 |
Dispositions in the year | (75) | |
Effect of changes in exchange rates | (70) | (1) |
Balance | 653 | 135 |
Leasehold improvements [member] | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 33 | 10 |
Depreciation during the year | 113 | 22 |
Dispositions in the year | (75) | 1 |
Impairment | 31 | |
Effect of changes in exchange rates | 1 | |
Balance | 103 | 33 |
Laboratory Equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 2,343 | |
Balance | 2,197 | 2,343 |
Laboratory Equipment [Member] | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 2,681 | 573 |
Additions through acquisition of a subsidiary | 556 | |
Additions | 1,759 | 1,608 |
Dispositions in the year | 0 | |
Effect of changes in exchange rates | (233) | (56) |
Balance | 4,207 | 2,681 |
Laboratory Equipment [Member] | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 338 | 38 |
Depreciation during the year | 617 | 296 |
Dispositions in the year | 0 | 4 |
Impairment | 1,059 | |
Effect of changes in exchange rates | (4) | |
Balance | 2,010 | 338 |
Machinery and equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 297 | |
Balance | 262 | 297 |
Machinery and equipment [Member] | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 333 | 243 |
Additions through acquisition of a subsidiary | 0 | |
Additions | 45 | 77 |
Dispositions in the year | (3) | |
Effect of changes in exchange rates | (47) | 13 |
Balance | 328 | 333 |
Machinery and equipment [Member] | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 36 | 4 |
Depreciation during the year | 35 | 31 |
Dispositions in the year | (3) | 1 |
Impairment | 4 | |
Effect of changes in exchange rates | (6) | |
Balance | 66 | 36 |
Office Furniture, Equipment And Accessories [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 53 | |
Balance | 219 | 53 |
Office Furniture, Equipment And Accessories [Member] | Cost | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 57 | 28 |
Additions through acquisition of a subsidiary | 0 | |
Additions | 283 | 27 |
Dispositions in the year | (42) | |
Effect of changes in exchange rates | (16) | 2 |
Balance | 282 | 57 |
Office Furniture, Equipment And Accessories [Member] | Accumulated depreciation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance | 4 | 1 |
Depreciation during the year | 62 | 3 |
Dispositions in the year | (42) | 0 |
Impairment | 36 | |
Effect of changes in exchange rates | 3 | |
Balance | $ 63 | $ 4 |
Fixed Assets, net (Narrative) (
Fixed Assets, net (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [abstract] | ||
Advances paid on account of fixed assets | $ 7 | $ 57 |
Other Payables (Details)
Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Other Payable [Abstract] | ||
Accrued expenses | $ 604 | $ 459 |
Employee benefits | 1,175 | 1,122 |
Contingent liability | 199 | 217 |
Subsidiary government grant advances | 314 | 218 |
Others | 11 | 223 |
Other Payables | $ 2,303 | $ 2,239 |
Capital and Capital Reserves (D
Capital and Capital Reserves (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of classes of share capital [abstract] | |||
Issued and paid-in share capital as at January 1 | 125,770 | 79,866 | 19,870 |
Issued in reverse merger | 0 | 0 | 30,526 |
Exercise of share options during the period - Investor-related | 0 | 3,010 | 11,302 |
Exercise of share options during the period - Share-Based Payment-related | 1,108 | 2,218 | 294 |
Issued not for cash during the period | 1,023 | 12,088 | 0 |
Issued for cash during the period | 18,571 | 28,588 | 17,874 |
Issued and paid-in share capital as at December 31 | 146,472 | 125,770 | 79,866 |
Authorized share capital | 1,000,000 | 1,000,000 | 1,000,000 |
Capital and Capital Reserves _2
Capital and Capital Reserves (Details 1) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of classes of share capital [abstract] | ||
Grant date price investor warrants | $ 4,495 | |
Changes in fair value through profit or loss | (3,800) | |
Effect of changes in exchange rate | 187 | |
Investor warrants as of December 31, 2022 | $ 882 | $ 0 |
Capital and Capital Reserves _3
Capital and Capital Reserves (Details 2) - Level 3 | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Disclosure of classes of share capital [line items] | |
Exercise price per warrant | $ 3.5 |
Dividend rate | 0% |
Bottom of range | |
Disclosure of classes of share capital [line items] | |
ADS price (at date evaluated) | $ 1.02 |
Risk free rate | 2.86% |
Volatility | 89.60% |
Expected term | 4 years 6 months 3 days |
Top of range | |
Disclosure of classes of share capital [line items] | |
ADS price (at date evaluated) | $ 3.31 |
Risk free rate | 4.09% |
Volatility | 96.47% |
Expected term | 5 years |
Capital and Capital Reserves (N
Capital and Capital Reserves (Narrative) (Details) - Securities purchase agreement $ / shares in Units, $ in Millions | Jul. 05, 2022 USD ($) $ / shares shares |
Disclosure of classes of share capital [line items] | |
Gross proceeds from American Depositary Shares | $ | $ 6.5 |
Net proceeds from American Depositary Shares | $ | $ 5.8 |
ADS | |
Disclosure of classes of share capital [line items] | |
Number of American Depositary Shares for purchase and sale | shares | 600,000 |
Pre funded warrants to purchase American Depositary Shares | shares | 1,257,143 |
Pre funded warrants to purchase American Depositary Shares Price per shares | $ 3.4999 |
Exercise price of pre funded warrants per American Depositary Shares | $ 0.0001 |
Warrants to purchase number of American Depositary Shares | shares | 1,857,143 |
Term of American Depositary Shares | 5 years |
Exercise price of warrants per American Depositary Shares | $ 3.5 |
Ordinary shares | |
Disclosure of classes of share capital [line items] | |
Par value per share | $ 3.5 |
Share-based payments (Details)
Share-based payments (Details) - Option Share in Thousands | 12 Months Ended |
Dec. 31, 2022 Share | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date of grant and eligible recipients | Total options exercisable into shares |
No. of ordinary shares | 5,500 |
Employees | March 24, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date of grant and eligible recipients | Options awarded to employees of the Company on March 24, 2022 |
Terms of the instrument | Options exercisable for ordinary shares |
No. of ordinary shares | 775 |
Vesting Conditions | 1/3 after one year and the balance in 8 quarterly tranches |
Contractual duration of the instrument (years) | 4 years |
Employees | June 10, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date of grant and eligible recipients | Options awarded to employees of the Company on June 10, 2022 |
Terms of the instrument | Options exercisable for ordinary shares |
No. of ordinary shares | 2,180 |
Vesting Conditions | 1/3 after one year and the balance in 8 quarterly tranches |
Contractual duration of the instrument (years) | 4 years |
Employees | November 10, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date of grant and eligible recipients | Options awarded to employees of the Company on November 24, 2022 |
Terms of the instrument | Options exercisable for ordinary shares |
No. of ordinary shares | 1,695 |
Vesting Conditions | 1/3 after one year and the balance in 8 quarterly tranches |
Contractual duration of the instrument (years) | 4 years |
CEO and Chairman | March 15, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Date of grant and eligible recipients | Options awarded to CEO and Chairman on March 15, 2022 |
Terms of the instrument | Options exercisable for ordinary shares |
No. of ordinary shares | 850 |
Vesting Conditions | 12 quarterly tranches |
Contractual duration of the instrument (years) | 4 years |
Share-based payments (Details 1
Share-based payments (Details 1) | 12 Months Ended | ||
Dec. 31, 2022 Share $ / shares | Dec. 31, 2021 Share $ / shares | ||
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |||
Number of options and RSU’s Outstanding at January 1 | Share | 19,035,257 | 9,505,140 | |
Number of options and RSU’s Granted during the year | Share | 5,500,000 | 14,559,520 | |
Number of options and RSU’s forfeited during the year | Share | 3,390,640 | 194,673 | |
Number of options and RSU’s Exercised during the year | Share | [1] | 1,107,735 | 4,834,730 |
Number of options and RSU’s Outstanding at December 31 | Share | 20,036,882 | 19,035,257 | |
Number of options and RSU’s Exercisable at December 31 | Share | 4,925,184 | 3,562,192 | |
Weighted average exercise price outstanding at January 1 | $ / shares | $ 0.71 | $ 0.84 | |
Weighted average exercise price granted during the year | $ / shares | 0.35 | 0.66 | |
Weighted average exercise price forfeited during the year | $ / shares | 1.17 | 0.52 | |
Weighted average exercise price exercised during the year | $ / shares | [1] | 0.04 | 0.82 |
Weighted average exercise price outstanding at December 31 | $ / shares | 0.53 | 0.71 | |
Weighted average exercise price Exercisable at December 31 | $ / shares | $ 1.67 | $ 0.99 | |
[1]Partly executed through cashless mechanism |
Share-based payments (Details 2
Share-based payments (Details 2) - Stock option $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Fair value at date awarded | $ | $ 1,331 |
Parameters taken into account in the fair value calculation: | |
Expected rate of dividend | 0% |
Bottom of range | |
Parameters taken into account in the fair value calculation: | |
Share price (USD at date awarded) | $ 0.21 |
Exercise price (USD unlinked) | $ 0.2 |
Expected volatility (weighted average) | 91.25% |
Exercise life | 2 years |
Risk-free interest rate | 2.03% |
Top of range | |
Parameters taken into account in the fair value calculation: | |
Share price (USD at date awarded) | $ 0.51 |
Exercise price (USD unlinked) | $ 0.52 |
Expected volatility (weighted average) | 100.74% |
Exercise life | 2 years 9 months 18 days |
Risk-free interest rate | 4.04% |
Share-based payments (Narrative
Share-based payments (Narrative) (Details) $ / shares in Units, ₪ in Millions, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2022 ILS (₪) Share | Dec. 31, 2022 USD ($) Share $ / shares | Dec. 31, 2021 ILS (₪) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 ILS (₪) | Dec. 31, 2020 USD ($) | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Total expenditure | ₪ 3.8 | $ 1.1 | ₪ 12.7 | $ 4 | ₪ 13.1 | $ 4 |
Stock option | Bottom of range | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Exercise price and nor weighted average | $ 0.21 | |||||
Stock option | Top of range | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Exercise price and nor weighted average | $ 0.51 | |||||
Investors former shareholders | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Number of share options exercisable | Share | 35,595,831 | 35,595,831 | ||||
Exercise price and nor weighted average | $ 0.35 | |||||
Investor | Warrants | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Number of warrants Exercisable | Share | 35,395,831 | 35,395,831 | ||||
Exercise price and nor weighted average | $ 1.71 | |||||
Employees | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Number of share options exercisable | Share | 200,000 | 200,000 | ||||
Exercise price and nor weighted average | $ 0.49 | |||||
Executive | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Estimated Exercise Coefficient | $ | $ 2.8 | |||||
Non-executive | ||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||||
Estimated Exercise Coefficient | $ | $ 2 |
Research and Development Expe_3
Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Research And Development [Line Items] | ||||
Research and development expense | $ 9,801 | $ 7,594 | $ 2,491 | |
Research and Development expenses | ||||
Research And Development [Line Items] | ||||
Salaries, wages and related expenses | [1] | 4,937 | 3,425 | 1,369 |
Share-based payment | [1] | 564 | 911 | 476 |
Materials | 1,983 | 1,875 | 319 | |
Professional services | 432 | 403 | 89 | |
Maintenance, office and software fees | 389 | 145 | 116 | |
Depreciation and amortization | 1,067 | 400 | 59 | |
D&O insurance | 189 | 332 | 0 | |
Others | $ 240 | $ 103 | $ 63 | |
[1]Including expenses in respect of related parties - see Note 18. |
Marketing Expenses (Details)
Marketing Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule Of Marketing Expenses [Line Items] | ||||
Marketing expenses | $ 3,044 | $ 1,628 | $ 506 | |
Marketing expense | ||||
Schedule Of Marketing Expenses [Line Items] | ||||
Salaries, wages and related expenses | [1] | 821 | 494 | 255 |
Share-based payment | [1] | 149 | 570 | 139 |
PR and advertisement | 1,772 | 507 | 91 | |
Maintenance, office and software fees | 59 | 22 | 13 | |
Depreciation and amortization | 84 | 17 | 3 | |
D&O insurance | 82 | 0 | 0 | |
Others | $ 77 | $ 18 | $ 5 | |
[1]Including expenses in respect of related parties - see Note 18. |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
General And Administrative Expenses [Line Items] | ||||
General and administrative expenses | $ 6,937 | $ 8,010 | $ 5,380 | |
General and administrative expenses | ||||
General And Administrative Expenses [Line Items] | ||||
Salaries, wages and related expenses | [1] | 1,796 | 1,328 | 556 |
Share-based payment | [1] | 433 | 2,484 | 3,343 |
Legal and professional services | [1] | 2,476 | 1,499 | 991 |
Contingent liability expenses | 0 | 0 | 217 | |
D&O insurance | 1,038 | 1,837 | 0 | |
Corporate costs | 217 | 343 | 60 | |
Maintenance, office and software fees | 320 | 149 | 38 | |
Depreciation and amortization | 368 | 263 | 151 | |
Others | $ 289 | $ 107 | $ 24 | |
[1]Including expenses in respect of related parties - see Note 18. |
Financing Income and Expenses_2
Financing Income and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial Income | |||
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss | $ 3,902 | $ 509 | $ 110 |
Interest income on cash and cash equivalents | 85 | 0 | 0 |
Net foreign exchange income | 891 | 0 | 0 |
Total Financial Income | 4,878 | 509 | 110 |
Financial Expenses | |||
Net foreign exchange loss | 0 | 1,279 | 85 |
Interest expense on lease liabilities | 266 | 9 | 5 |
Bank interest and commission expenses | 20 | 11 | 3 |
Total Financial expenses | 286 | 1,299 | 93 |
Net financing expenses (income) recognized in profit or loss | $ (4,592) | $ 790 | $ (17) |
Income Tax (Narrative) (Details
Income Tax (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Major components of tax expense (income) [abstract] | ||
Applicable tax rate | 23% | 23% |
Tax rate effect of foreign tax rates | 25% | 25% |
Estimated business losses carried forward | $ 23.6 | |
Timing differences for research and development expenses carried forward for which deferred tax assets not recognized | $ 5.6 |
Subsidiaries (Details)
Subsidiaries (Details) - 1 months ended Feb. 28, 2021 - Peace Of Meat BV [Member] $ in Thousands, € in Millions | USD ($) | EUR (€) | USD ($) |
Disclosure of subsidiaries [line items] | |||
Cash consideration at closing date | $ 4,799 | ||
Initial cash investment in acquiree | 1,223 | ||
Equity instruments issued (4,070,766 ordinary shares) | 4,359 | ||
Acquisition-related costs | $ 254 | ||
Total consideration as of consolidation date | 10,635 | ||
Contingent consideration | 9,308 | ||
Total consideration subject to achievement of all milestones | € 16.3 | $ 19,943 |
Subsidiaries (Parentheticals) (
Subsidiaries (Parentheticals) (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 shares | Dec. 31, 2021 shares | Feb. 28, 2021 USD ($) Share | Feb. 10, 2021 ₪ / shares | |
Disclosure of subsidiaries [line items] | ||||
Number of instruments or interests issued or issuable | Share | 4,070,766 | |||
Peace Of Meat BV [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Fair value of ordinary shares issued | ₪ / shares | ₪ 3.986 | |||
Number of instruments or interests issued or issuable | Share | 4,070,766 | |||
Equity interests of acquirer | $ 4,359 | |||
Cash transferred | 4,799 | |||
Number of Shares consideration | shares | 846,190 | 1,852,730 | ||
Peace Of Meat BV [Member] | Contingent Consideration [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Equity interests of acquirer | 4,400 | |||
Cash transferred | $ 4,900 |
Subsidiaries (Details 1)
Subsidiaries (Details 1) - Peace Of Meat BV [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Feb. 28, 2021 |
Disclosure of subsidiaries [line items] | ||
Current assets | $ 425 | |
Non-current assets | 588 | |
Current liabilities | (578) | |
Non-current liabilities | (16) | |
Tangible assets, net | $ 419 | $ 419 |
Subsidiaries (Details 2)
Subsidiaries (Details 2) - Peace Of Meat BV [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | |
Disclosure of subsidiaries [line items] | |||
Closing cash consideration and related acquisition costs | $ 5,053 | ||
Shares consideration | 4,359 | ||
Initial cash investment in acquiree | 1,223 | ||
Tangible assets, net | (419) | $ (419) | |
Net addition to balance sheet as of consolidation date | 10,216 | ||
Additional contributions post-acquisition date according to milestone achievement: | |||
Opening balance | 13,453 | $ 10,216 | |
Cash consideration | 838 | 1,960 | |
Payment liabilities | 0 | 194 | |
Shares consideration | 724 | 1,973 | |
Foreign exchange rate effect | (648) | (890) | |
Total | 14,367 | 13,453 | |
Impairment valuation result | (14,367) | 0 | |
Period-end intangible asset balance | $ 0 | $ 13,453 |
Subsidiaries (Details 3)
Subsidiaries (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of subsidiaries [abstract] | ||
Cash and cash equivalents paid | $ 0 | $ (5,053) |
Cash and cash equivalents in subsidiary or businesses acquired or disposed | 0 | 205 |
Cash consideration for milestone achievement during the period | (838) | (1,960) |
Net reduction of cash flow as of consolidation date | $ (838) | $ (6,808) |
Subsidiaries (Narrative) (Detai
Subsidiaries (Narrative) (Details) $ in Thousands, € in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 28, 2021 EUR (€) | Feb. 28, 2021 USD ($) | |
Disclosure of subsidiaries [line items] | |||||
Impairment loss on intangible asset | $ 14,367 | $ 0 | $ 0 | ||
Impairment loss on fixed asset | 1,210 | $ 0 | $ 0 | ||
Impairment loss | $ 15,577 | ||||
Peace Of Meat BV [Member] | |||||
Disclosure of subsidiaries [line items] | |||||
Total consideration subject to achievement of all milestones | € 16.3 | $ 19,943 |
Contingent Liabilities (Narrati
Contingent Liabilities (Narrative) (Details) ₪ in Millions, $ in Millions | Apr. 30, 2021 ILS (₪) | Apr. 30, 2021 USD ($) | Feb. 28, 2021 ILS (₪) | Feb. 28, 2021 USD ($) |
Disclosure of contingent liabilities [abstract] | ||||
Maximum potential penalty | ₪ 5 | |||
Provision recorded for settlement | ₪ 0.7 | $ 0.2 | ||
Settlement fund | ₪ 2.5 | $ 0.7 |
Related and Interested Partie_2
Related and Interested Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of transactions between related parties [abstract] | |||
Trade and other payables | $ 227 | $ 261 | $ 117 |
Related and Interested Partie_3
Related and Interested Parties (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
General and administrative expenses | |||
Disclosure of transactions between related parties [line items] | |||
Salaries, wages and related expenses | $ 486 | $ 588 | $ 316 |
Legal and professional services | 369 | 301 | 281 |
Share-based payments | 482 | 777 | 488 |
Sales and Marketing expenses | |||
Disclosure of transactions between related parties [line items] | |||
Salaries, wages and related expenses | 126 | 0 | 0 |
Legal and professional services | 16 | 0 | 0 |
Share-based payments | 44 | 0 | 0 |
Research & Development expenses | |||
Disclosure of transactions between related parties [line items] | |||
Salaries, wages and related expenses | 259 | 338 | 121 |
Share-based payments | $ 51 | $ 66 | $ 64 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Lease [Line Items] | |||
Balance | $ 407 | $ 168 | |
Additions following the acquisition of POM | 16 | ||
Additions during the year | 4,099 | 512 | |
Terminations during the year | (239) | ||
Amortization during the year | (619) | (286) | $ (146) |
Effect of CPI | 145 | ||
Effect of changes in exchange rates | (393) | (3) | |
Balance | $ 3,400 | $ 407 | $ 168 |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Lease [Line Items] | ||
Maturity analysis of lease liability | $ 3,503 | $ 411 |
Up to one year | ||
Disclosure Of Lease [Line Items] | ||
Maturity analysis of lease liability | 394 | 165 |
1-8 years | ||
Disclosure Of Lease [Line Items] | ||
Maturity analysis of lease liability | $ 3,109 | $ 246 |
Leases (Details 2)
Leases (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Presentation of leases for lessee [abstract] | |||
Amortization of ROU asset | $ 619 | $ 286 | $ 146 |
Expenses related to short-term leases | 149 | 0 | 0 |
Interest and CPI expenses on lease liability | $ 266 | $ 9 | $ 5 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) ₪ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
May 18, 2021 ILS (₪) | May 18, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 28, 2022 ILS (₪) | Feb. 28, 2022 USD ($) | Dec. 31, 2020 USD ($) | Nov. 01, 2019 | |
Presentation of leases for lessee [abstract] | ||||||||
Monthly leases for office and parking spaces | ₪ 178 | $ 51 | ||||||
Terms of management fees | 4 years | 4 years | ||||||
Non-current lease liabilities | $ 3,109 | $ 246 | ₪ 12,687 | $ 3,625 | ||||
Right-of-use assets | 3,400 | 407 | ₪ 12,687 | $ 3,625 | $ 168 | |||
Incremental interest rate used for estimating the liability | 8.77% | |||||||
Cash outflow for leases | $ 870 | $ 346 |
Employee Benefits (Narrative) (
Employee Benefits (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Classes of employee benefits expense [abstract] | ||
Expenses recognized in defined contribution plans | $ 305 | $ 225 |
Loss per Share (Details)
Loss per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share [abstract] | |||
Issued and paid-in share capital as at January 1 | 125,770,107 | 79,866,264 | 19,870,337 |
Weighted average of the number of ordinary shares of Steakholder Foods Ltd. issued during the year | 10,130,762 | 36,088,237 | 40,241,860 |
Weighted average of the number of ordinary shares used to calculate basic earnings per share | 135,900,869 | 115,954,501 | 60,112,197 |
Loss per Share (Narrative) (Det
Loss per Share (Narrative) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share [abstract] | |||
Antidilutive securities excluded from computation of weighted average shares | 55,632,713 | 41,902,044 | 45,768,424 |
Agreements, Guarantees and Li_2
Agreements, Guarantees and Liens (Narrative) (Details) € in Thousands, ₪ in Thousands, $ in Thousands | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 ILS (₪) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Agreements Guarantees And Liens [Line Items] | ||||
Restricted Deposits | $ 331 | $ 405 | ||
Lease Agreements [Member] | ||||
Agreements Guarantees And Liens [Line Items] | ||||
Restricted Deposits | ₪ 100 | 29 | ||
Future Lease Agreement [Member] | ||||
Agreements Guarantees And Liens [Line Items] | ||||
Exposure to credit risk on loan commitments and financial guarantee contracts | ₪ 1,040 | 296 | ||
Peace Of Meat (POM) [Member] | Lease Agreements [Member] | ||||
Agreements Guarantees And Liens [Line Items] | ||||
Exposure to credit risk on loan commitments and financial guarantee contracts | € 23 | $ 24 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Events [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||
Jan. 09, 2023 | Mar. 27, 2023 | Apr. 03, 2023 | Jan. 08, 2023 | |
Disclosure of non-adjusting events after reporting period [line items] | ||||
Number of American Depositary Shares for purchase and sale | 1,550,000 | |||
Price per American Depositary Shares | $ 1 | |||
Pre funded warrants to purchase American Depositary Shares | 4,950,000 | |||
Pre funded warrants to purchase American Depositary Shares Price per shares | $ 0.9999 | |||
Exercise price of pre funded warrants per American Depositary Shares | $ 0.0001 | |||
Warrants to purchase number of American Depositary Shares | 6,500,000 | |||
Term of American Depositary Shares | 5 years | |||
Exercise price of warrants per American Depositary Shares | $ 1 | |||
Gross proceeds from American Depositary Shares | $ 6,500 | |||
Underwriting discounts and other offering expenses | $ 700 | |||
Minimum bid price | $ 1 | |||
Wilk Technologies Ltd [Member] | ||||
Disclosure of non-adjusting events after reporting period [line items] | ||||
Purchased ordinary shares | $ 450,000 | |||
Discount rate | 15% | |||
Investor [Member] | ||||
Disclosure of non-adjusting events after reporting period [line items] | ||||
Warrants to purchase number of American Depositary Shares | 1,857,143 | |||
Exercise price of warrants per American Depositary Shares | $ 1 | $ 3.5 |