Steakholder Foods Ltd ADR美股招股说明书(2026-05-19版)

This prospectus relates to resale from time to time by the selling shareholder identified in this prospectus, or SellingShareholder, of our American Depositary Shares, or ADSs, each ADS representing four thousand (4,000) ordinary shares, no par value,in an offering amount of up to USD 8 million, or the ELOC ADSs, which represent 5,693,950 ADSs based on the closing price of theADSs on the Nasdaq Capital Market, LLC, or Nasdaq, on February 23, 2026 of USD 1.405 per ADS, that may be issued by us to theSelling Shareholder pursuant to the Any Market Purchase Agreement dated as of February 27, 2025, as amended, by and between usand the Selling Shareholder, or ELOC Purchase Agreement, establishing a committed equity facility, or ELOC. We previously issued4,367 ADSs, or the Commitment ADSs, as the Commitment Fee (as defined below) pursuant to the ELOC Purchase Agreement. Weare not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the ELOC ADSs by theSelling Shareholder. However, we may receive up to USD 8 million in aggregate gross proceeds from the Selling Shareholder underthe ELOC Purchase Agreement in connection with sales of the ELOC ADSs to the Selling Shareholder pursuant to the ELOC PurchaseAgreement after the date of this prospectus. See “Plan of Distribution” for a description of the ELOC Purchase Agreement and theFacility and “Selling Shareholder” for additional information regarding the Selling Shareholder. The Selling Shareholder is identified in the table commencing on page 9. The Selling Shareholder may offer, sell or distributeall or a portion of the ELOC ADSs hereby registered publicly or through private transactions at prevailing market prices or atnegotiated prices. We will bear all costs, expenses and fees in connection with the registration of these ELOC ADSs, including withregard to compliance with state securities or “blue sky” laws. The timing and amount of any sale are within the sole discretion of theSelling Shareholder. The Selling Shareholder is an underwriter under the Securities Act of 1933, as amended, or Securities Act, andwill pay or assume any discounts, commissions or concessions received by them except as set forth in the ELOC Purchase Agreement.Although the Selling Shareholder is obligated to purchase our ELOC ADSs under the terms of the ELOC Purchase Agreement to theextent we choose to sell such ELOC ADSs to it (subject to certain conditions), there can be no assurances that the Selling Shareholderwill sell any or all of the ELOC ADSs purchased under the ELOC Purchase Agreement pursuant to this prospectus. This prospectus describes the general manner in which the ADSs may be offered and sold by the Selling Shareholder. Ifnecessary, the specific manner in which the ADSs may be offered and sold will be described in a supplement to this prospectus. Anysuch prospectus supplement may also add, update or change information in this prospectus. You should carefully read this prospectusand any applicable prospectus supplement carefully before you invest. For additional information on the methods of sale, you shouldrefer to the section entitled “Plan of Distribution” in this prospectus. Given the relative lack of liquidity in our stock, sales of our ADSs under the registration statement of which this prospectus isa part could result in a significant decline in the market price of our securities. Our ADSs are listed on the Nasdaq Capital Market under the symbol “STKH.” The last reported sale price of our ADSs onMay 15, 2026 was $1.54 per ADS. The securities offered in this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 4 of thisprospectus and in the documents incorporated by reference into this prospectus to read about factors you should considerbefore purchasing any of our securities. Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreignsecurities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The date of this prospectus isMay 19, 2026. TABLE OF CONTENTS About this ProspectusiiProspectus Summary1Risk Factors4Cautionary Note Regarding Forward-Looking Statements6Use of Proceeds8Capitalization8Selling Shareholder9Description of Share Capital10Description of American Depositary Shares16Plan of Distribution23Legal Matters24Experts24Where You Can Find More Information24Incorporation of Certain Information By Reference25Enforceability of Civil Liabilities26 ABOUT THIS PROSPECTUS Unless the context suggests otherwise, all references to “Steakholder Foods,” “we,” “us,” “our,” the “Company,” the“Registrant” and all similar designations refer to Steakholder Foods Ltd., an Israeli company, and its consolidated subsidiaries. You should rely only on the information contained in this prospectus, including information incor