SCHEDULE: Gefen Capital Boosts Stake in Steakholder Foods, Adds Board Members

A group of investors led by Gefen Capital Investments has significantly increased its beneficial ownership in Steakholder Foods Ltd. to 19.8%-20.9% and appointed two new directors to the board following strategic investments and the acquisition of Twine Solutions Ltd.

Summary

• Gefen Capital Investments, LP, Gefen Capital Investments GP, LP, US Israel Gefen Capital Management Ltd., Mr. David Wiessman, and D.B.W. Holdings (2005) Ltd. (collectively, "Reporting Persons") have reported beneficial ownership in Steakholder Foods Ltd.
• Gefen LP, GP, and Management Co collectively hold 297,081 American Depositary Shares (ADSs), representing approximately 19.8% of Steakholder Foods' outstanding ADSs.
• Mr. David Wiessman and D.B.W. Holdings (2005) Ltd. (DBW) collectively hold 313,105 ADSs, representing approximately 20.9% of the outstanding ADSs.
• The Reporting Persons acquired these securities through a series of transactions, including a private placement, a convertible loan, and a securities purchase agreement for the acquisition of Twine Solutions Ltd.
• On June 10, 2025, Gefen LP purchased 15,536 ADSs (post-adjustment) in a private placement for $870,000 at $7.00 per ADS.
• On June 10, 2025, DBW provided Steakholder Foods with an $870,000 convertible loan at 8% interest, which converted into 16,023 ADSs on November 3, 2025.
• On October 31, 2025, Steakholder Foods acquired all shares of Twine Solutions Ltd. from Gefen and other shareholders, in consideration for 158,465 ADSs and 145,355 prefunded milestone warrants.
• Gefen LP received 136,191 ADSs and all 145,355 prefunded milestone warrants from the Twine acquisition.
• Ms. Limor Ganot and Mr. Snir Wiessman were appointed as directors of Steakholder Foods Ltd. in connection with the Twine acquisition.
• Each new director received an equity grant of 7,956 ADSs (representing 31,824,000 ordinary shares) which are fully vested.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic investment and acquisition by Steakholder Foods, supported by a major investor group. The increase in beneficial ownership and board representation by Gefen Capital suggests confidence and potential for strategic guidance, which is generally positive for the company's stability and future direction. The capital infusion and acquisition are positive developments, though the full impact depends on successful integration and execution.

Positives

• Steakholder Foods successfully acquired Twine Solutions Ltd., potentially expanding its technological capabilities or market reach.
• Significant investment and increased beneficial ownership by a group of investors, including Gefen Capital, demonstrates confidence in Steakholder Foods.
• The company secured $870,000 in funding from Gefen LP's private placement and an additional $870,000 through a convertible loan from DBW.
• The appointment of two directors from the Gefen group (Limor Ganot and Snir Wiessman) provides strategic oversight and alignment with a major investor.
• The prefunded milestone warrants incentivize the Gefen group to support Steakholder Foods in achieving specific operational or financial milestones.

Risks

• The Reporting Persons, as significant shareholders, may exert influence over the corporate activities of Steakholder Foods, including management, operations, and strategic plans.
• The pre-funded milestone warrants are subject to a beneficial ownership limitation of 24.99%, which could restrict their exercise until certain predefined milestones are met.
• The Reporting Persons reserve the right to review their investment, change their purpose, or formulate new plans or proposals regarding Steakholder Foods, which could lead to future strategic shifts.

Future Outlook

The Reporting Persons intend to continuously review their investment in Steakholder Foods, engage in discussions with the Issuer's management and other shareholders, and may consider additional courses of action, including formulating future plans or proposals concerning the Issuer's management, operations, business, assets, capitalization, financial condition, strategic plans, and governance. The prefunded milestone warrants are exercisable upon reaching certain measured milestones or within a period of up to 10 years from issuance, provided beneficial ownership limits are not exceeded.

Industry Context

Steakholder Foods Ltd. operates in the alternative protein and cultivated meat industry, aiming to develop sustainable food solutions. The acquisition of Twine Solutions Ltd., an Israeli company, suggests a strategic move to integrate new technologies or capabilities, potentially in areas like textile manufacturing technology (Twine Solutions Ltd. is known for digital thread dyeing) or other advanced manufacturing processes that could be adapted for food production. This could indicate a broader trend of technology convergence in the food tech sector, where companies seek to leverage diverse innovations to enhance product development and production efficiency.

Management Changes

Corporate Governance

Related Party Transactions

• Mr. David Wiessman is a beneficial owner of Gefen Capital Investments GP, LP (through Management Co) and wholly owns D.B.W. Holdings (2005) Ltd. (DBW). DBW provided a convertible loan to Steakholder Foods Ltd. and Mr. Wiessman may be deemed to beneficially own securities held by Gefen LP.
• Snir Wiessman, a new director, is the son of Mr. David Wiessman and a director at US Israel Gefen Capital Management Ltd. and Managing Director/Investments Manager of DBW.
• Limor Ganot, a new director, is a Partner of Gefen Capital Investments, LP and a beneficial owner of Gefen Capital Investments GP, LP.

Stakeholder Impact

• Shareholders: Increased concentration of ownership and influence by the Gefen Capital group. The acquisition of Twine Solutions Ltd. could lead to strategic benefits or integration challenges.
• Employees: Employees of Twine Solutions Ltd. are now part of Steakholder Foods Ltd., potentially impacting their roles and integration into the larger company.
• Customers: The acquisition of Twine Solutions Ltd. could lead to new product offerings or enhanced capabilities for Steakholder Foods' customers.
• Creditors: The convertible loan from DBW represents a debt instrument that converted to equity, impacting the company's capital structure.

Next Steps

• Steakholder Foods Ltd. is expected to file registration statements for the resale of the ADSs issued in the private placement, convertible loan conversion, and Twine acquisition.
• The prefunded milestone warrants held by Gefen LP may be exercised upon reaching certain measured milestones or within a 10-year period, subject to beneficial ownership limitations.
• The Reporting Persons intend to continue reviewing their investment and may engage in further discussions with Steakholder Foods' management and other shareholders regarding the company's future.

Key Dates

Recommendation

The filing details significant strategic moves, including an acquisition and substantial investment by a major shareholder group, leading to increased beneficial ownership and board representation. While these actions generally signal investor confidence and potential for strategic growth, the filing does not provide direct financial performance metrics or forward-looking financial guidance to warrant a 'buy' or 'sell' recommendation. A 'hold' recommendation is appropriate as investors should monitor the integration of Twine Solutions Ltd., the execution of strategic plans by the new board members, and future financial results to assess the long-term impact of these developments.

Keywords

Steakholder Foods, Gefen Capital, Twine Solutions, SEC filing, Schedule 13D, beneficial ownership, ADSs, private placement, convertible loan, acquisition, corporate governance, board appointment, investment, food tech, alternative protein