Steakholder Foods Ltd.

For the period ended Dec 31, 2025. Filed Apr 30, 2026.

About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Apr 30, 2026

STKH$0.43+9.4%Stored close · as of Nov 6, 2026

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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31,2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from __________ to __________

Commission file number 001-40173

Steakholder Foods Ltd.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Israel

(Jurisdiction of incorporation or organization)

22 Einstein St., Ness Ziona 7403686 Israel

(Address of principal executive offices)

**Arik Kaufman

+972-8-974-0000

info@steakholderfoods.com

P.O. Box 4061, Ness Ziona 7414001 Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing 4,000 ordinary shares, no par value per share	STKH	The Nasdaq Stock Market LLC
Ordinary shares, no par value per share	—	The Nasdaq Stock Market LLC*

*	Listed not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission. The American Depositary Shares are registered under the Securities Act of 1933, as amended, pursuant to a separate registration statement on Form F-6 (File No. 333-253915).

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.As of December 31, 2025, the registrant had outstanding 5,438,836,659 ordinary shares, no par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒	International Financial Reporting Standards as issued by the International Accounting Standards Board ☐	Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

TABLE OF CONTENTS

INTRODUCTION

PART I	1
ITEM 1.	Identity of Directors, Senior Management and Advisers	1
ITEM 2.	Offer Statistics and Expected Timetable	1
ITEM 3.	Key Information	1
	3.A. Reserved	1
	3.B. Capitalization and Indebtedness	1
	3.C. Reasons for the Offer and Use of Proceeds	1
	3.D. Risk Factors	1
ITEM 4.	Information on the Company	31
	4.A. History and Development of the Company	31
	4.B. Business Overview	31
	4.C. Organizational Structure	44
	4.D. Property, Plants and Equipment	44
ITEM 4A.	Unresolved Staff Comments	44
ITEM 5.	Operating and Financial Review and Prospects	45
	5.A. Operating Results	45
	5.B. Liquidity and Capital Resources	49
	5.C. Research and Development, Patents and Licenses, etc.	51
	5.D. Trend Information	51
	5.E. Critical Accounting Estimates	51
ITEM 6.	Directors, Senior Management and Employees	52
	6.A. Directors and Senior Management	52
	6.B. Compensation	53
	6.C. Board Practices	59
	6.D. Employees	67
	6.E. Share Ownership	67
	6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	67
ITEM 7.	Major Shareholders and Related Party Transactions	67
	7.A. Major Shareholders	67
	7.B. Related Party Transactions	69
	7.C. Interest of Experts and Counsel	69
ITEM 8.	Financial Information	70
	8.A. Consolidated Statements and Other Financial Information	70
	8.B. Significant Changes	70
ITEM 9.	The Offer and Listing	71
	9.A. Offer and Listing Details	71
	9.B. Plan of Distribution	71
	9.C. Markets	71
	9.D. Selling Shareholders	71
	9.E. Dilution	71
	9.F. Expenses of the Issue	71

ITEM 10.	Additional Information	71
	10.A. Share Capital	71
	10.B. Memorandum and Articles of Association	71
	10.C. Material Contracts	72
	10.D. Exchange Controls	72
	10.E. Taxation	72
	10.F. Dividends and Paying Agents	79
	10.G. Statements by Experts	79
	10.H. Documents on Display	80
	10.I. Subsidiary Information	80
ITEM 11.	Quantitative and Qualitative Disclosure about Market Risk	80
ITEM 12.	Description of Securities other than Equity Securities	80
PART II	82
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies	82
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	82
ITEM 15.	Controls and Procedures	82
ITEM 16.	[Reserved]	83
ITEM 16A.	Audit Committee Financial Expert	83
ITEM 16B.	Code of Ethics	83
ITEM 16C.	Principal Accountant Fees and Services	83
ITEM 16D.	Exemptions from the Listing Standards For Audit Committees	84
ITEM 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	84
ITEM 16F.	Change in Registrant’s Certifying Accountant	84
ITEM 16G.	Corporate Governance	84
ITEM 16H.	Mine Safety Disclosure	84
ITEM 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	84
ITEM 16J	Insider Trading Policies	85
ITEM 16K	Cybersecurity	85
PART III	86
ITEM 17.	Financial Statements	86
ITEM 18.	Financial Statements	86
ITEM 19.	Exhibits	86
SIGNATURES	88
Index	F-1

INTRODUCTION

Certain Definitions

In this Annual Report on Form 20-F, unless the context otherwise requires:

●

references to “Steakholder Foods,” the “Company,” “us,” “we” and “our” refer to Steakholder Innovation Ltd. (formerly MeaTech MT Ltd. and MeaTech Ltd.) from its inception until the consummation of the January 2020 merger described herein, and Steakholder Foods Ltd. (formerly MeaTech 3D Ltd.) (the “Registrant”), an Israeli company, thereafter, unless otherwise required by the context;

●	references to “ordinary shares,” “our shares” and similar expressions refer to the Registrant’s ordinary shares, no nominal (par) value per share;

●	references to “ADS” refer to the American Depositary Shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “STKH,” each representing ten ordinary shares of the Registrant;

●	References to the “Deposit Agreement” refer to that certain deposit agreement by and among the Company, The Bank of New York Mellon as Depositary, and the holders and owners from time to time of ADSs issued by the Company.
●	References to the “Depositary” refer to The Bank of New York Mellon.
●	references to “dollars,” “U.S. dollars,” “USD” and “$” are to United States Dollars;

●	references to “NIS” are to New Israeli Shekels, the currency of the State of Israel;

●	references to the “Companies Law” are to Israel’s Companies Law, 5759-1999, as amended; and

●	references to the “SEC” are to the United States Securities and Exchange Commission.

Forward-Looking Statements

This Annual Report on Form 20-F contains forward-looking statements concerning our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements that are not historical facts may be deemed to be forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, but these are not the only ways these statements are identified. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made, and do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments. You should not place undue reliance on any forward-looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements. Readers are encouraged to consult the Company’s filings made on Form 6-K, which are periodically filed with or furnished to the SEC.

Forward-looking statements contained in this prospectus include, but are not limited to, the following:

●	our estimates regarding our expenses, future revenue, capital requirements and needs for additional financing;

●	our expectations regarding the success of the alternative protein manufacturing technologies we are developing;

iii

●	our research and development activities associated with technologies for alternative protein manufacturing, including three-dimensional protein production, which involves a lengthy and complex process;

●	our expectations regarding sales of products based on our alternative protein technologies;

●	our ability to successfully manage our planned growth, and any future acquisitions, joint ventures, collaborations or similar transactions;

●	the competitiveness of the market for our alternative protein technologies;

●	our ability to enforce our intellectual property rights and to operate our business without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties;

●	our ability to predict and timely respond to preferences for alternative proteins and new trends;

●	our ability to attract, hire and retain qualified employees and key personnel;

●	changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements and the impact of such policies on us, our customers and suppliers, and the global economic environment;

●	the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction;

●	adverse federal, state and local government regulation, in the United States, Europe or Israel and other foreign jurisdictions;

●	our ability to maintain the listing of our ADSs on The Nasdaq Capital Market;

●	security, political and economic instability in the Middle East that could harm our business, including due to the security situation in Israel; and

●	other risks and uncertainties, including those listed in “Item 3. —Key Information—Risk Factors.”

The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

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