Exhibit 99.1
STEAKHOLDER FOODS LTD
Steakholder Foods Ltd.
Unaudited Condensed Consolidated Interim Financial Statements As At June 30, 2026
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STEAKHOLDER FOODS LTD
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands (except share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | ||||||||
| Marketable securities | ||||||||
| Restricted deposits | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Restricted deposits | ||||||||
| Long-term receivables | ||||||||
| Right-of-use asset | ||||||||
| Property and equipment, net | ||||||||
| Total non-current assets | ||||||||
| Total Assets | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payables and accruals | ||||||||
| Other liabilities | ||||||||
| Trade payables | ||||||||
| Current lease liability | ||||||||
| Total current liabilities | ||||||||
| COMMITMENTS AND CONTINGENT LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares – par value, Authorized | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | ||||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
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STEAKHOLDER FOODS LTD
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
U.S. dollars in thousands (except share and per share data)
| Six
months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Revenue | ||||||||
| Cost of goods sold | ||||||||
| Gross loss | ||||||||
| Research and development | ||||||||
| Marketing | ||||||||
| General and administrative | ||||||||
| Total operating loss | ||||||||
| Financial expenses (income), net | ( | ) | ||||||
| Other expenses | ||||||||
| Total comprehensive loss | ||||||||
| Net loss per share– basic and diluted | ||||||||
| Weighted average shares outstanding – basic and diluted | ||||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
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STEAKHOLDER FOODS LTD
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands (except per share data)
| Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
| Shares | Value(*) | Capital | deficit | Equity | ||||||||||||||||
| Balance as of December 31, 2025 | ( | ) | ||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Issuance of shares, net | ||||||||||||||||||||
| Issuance of shares according to the ATMOA | ||||||||||||||||||||
| Issuance and exercise of warrants, net | ||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ||||||||||||||||||
| (*) |
| Ordinary Shares | Receivables on account |
Additional Paid-in |
Accumulated | Total Shareholders’ |
||||||||||||||||||||
| Shares | Value(*) | of shares | Capital | deficit | Equity | |||||||||||||||||||
| Balance as of December 31, 2024 | ( | ) | ||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||
| Issuance of shares and warrants, net | ( | ) | ||||||||||||||||||||||
| Issuance of shares according to the ATMOA | ||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| (*) | No par value |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
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STEAKHOLDER FOODS LTD
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
| Six
months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net Loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Change in fair value of marketable securities (including related parties) | ( | ) | ||||||
| Reduction in the carrying amount of right of use assets | ||||||||
| Change in operating lease liabilities | ( | ) | ( | ) | ||||
| Change in inventory | ( | ) | ||||||
| Share-based compensation | ||||||||
| Loss on Disposal of Fixed Assets | ||||||||
| Decrease ( increase) in prepaid expenses and other current assets | ( | ) | ||||||
| Foreign exchange gain or losses | ||||||||
| Non-cash finance expenses | ||||||||
| decrease in trade payables | ( | ) | ( | ) | ||||
| Decrease in other liabilities | ( | ) | ( | ) | ||||
| Interest income | ( | ) | ||||||
| Interest expenses | ||||||||
| Decrease in accounts payables and accruals | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of fixed assets | ( | ) | ( | ) | ||||
| Decrease in restricted deposits | ||||||||
| Proceeds from realization of property and equipment | ||||||||
| Investment in convertible loan | ( | ) | ||||||
| Investment in marketable securities | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of shares and warrants | ||||||||
| Issuance costs | ( | ) | ( | ) | ||||
| Proceeds from issuance and exercise of warrants | ||||||||
| Proceeds from convertible loans | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| (Decrease) Increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of the year | ||||||||
| Cash and cash equivalents end of the period | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Right-of-use asset recognized with corresponding lease liability | ||||||||
| Non-cash Issuance costs | ||||||||
| Receivables on account of shares | ||||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
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STEAKHOLDER FOODS LTD
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 – GENERAL
| a. | 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 (Nasdaq), listing American Depositary Shares (ADSs), each currently representing twelve thousand ( |
| b. | Since its inception, the Company has incurred significant losses and negative cash flows from operations and as of June 30, 2026, has an accumulated deficit of USD |
In order to continue the Company’s operations, including research and development and sales and marketing, the Company is considering financing from various sources, including capital inflows from strategic partnerships or additional investment funding (See also Note 3 and Note 12). There is no assurance that the Company will be successful in obtaining the level of financing necessary to finance its operations. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations. The condensed consolidated interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| c. | In October 2023, Israel was attacked by a terrorist organization and entered a state of war. On February 28, 2026, a military operation designated as “Operation Roaring Lion” began, involving coordinated strikes by Israeli and United States forces against targets in Iran. In response, attacks were launched toward Israel and other countries in the region, including rocket fire directed at Israeli civilian areas. Hezbollah in Lebanon also joined the conflict and launched rockets toward Israel, and the Israel Defense Forces carried out strikes against Hezbollah targets in Lebanon. These developments affected economic activity in Israel, including the declaration of a state of emergency, disruptions to business operations and large-scale reserve mobilizations. Subsequently, a ceasefire was announced between the parties; however, the situation remains uncertain, and there can be no assurance that the ceasefire will be sustained. During the six months ended June 30, 2026, the impact of this war on the Company’s results of operations and financial condition was immaterial, however such impact may increase, and even become material, as a result of the continuation, escalation or expansion of such war. As of the date of the financial statements, the Company cannot reasonably estimate the potential impact of these events (which may include difficulties in raising funds and establishing new collaborations with foreign companies) on its business, financial position, or results of operations, and management continues to monitor developments. |
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STEAKHOLDER FOODS LTD
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| A. | Basis of preparation: |
The condensed consolidated financial interim statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and do not include all of the information required for full annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2025 annual audited consolidated financial statements and footnotes, which were filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.
The results of operations for the six months ended June 30, 2026 shown in these financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.
| B. | Use of Estimates |
The preparation of condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated interim financial statements and accompanying notes. The accounting and measurement estimates that require management’s subjective judgments include, but are not limited to, those related to share-based compensation, inventory write-down, and the fair value measurement of financial instrument at each reporting period. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates.
| C. | Inventory |
The Company’s inventory consists of raw materials and finished goods.
Inventories are stated at the lower of cost or net realizable value, cost is determined using the first-in, first-out (FIFO) method and includes purchase costs and, where applicable, production costs incurred in bringing the inventory to its present location and condition.
Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and delivery costs.
| D. | Concentrations of credit risk |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted deposits and marketable securities.
For cash and cash equivalents and restricted deposits, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the consolidated balance sheets exceed government-insured limits. The Company maintains its cash and cash equivalents and restricted deposits with financial institutions that management believes is of high credit quality and has not experienced any losses on these accounts.
| E. | Significant accounting policies |
The accounting policies applied in these interim financial statements are the same as those applied in the Company’s annual audited consolidated financial statement for the year ended December 31, 2025 except as detailed above.
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STEAKHOLDER FOODS LTD
NOTE 3 – SHAREHOLDERS’ EQUITY
| A. | On July 27, 2026, the Company effected an adjustment to |
| B. | From January 1, 2026 through June 30, 2026, the Company sold |
| C. | On June 1, 2026, the Company entered into inducement offer letters with certain holders of existing warrants to exercise their warrants. The total immediate gross proceeds were approximately $ |
In accordance with ASU 2021-04, the modification of the equity-classified warrants was accounted for as issuance costs of the equity instruments issued.
As part of the warrant exercise and new warrant allocation, the Company issued Underwriter Warrants, classified as equity, to purchase
| D. | During the six months ended June 30, 2026, the Company issued |
The table below summarizes the Company’s underlying equity securities other than those stemming from share-based payment in ADS terms, as of June 30, 2026, and reflecting the ratio change described in Note 3A above:
| Warrants outstanding as of June 30, 2026 | Exercise price in USD | Expiration date | ||||||||
| Pre-funded warrants | $ | |||||||||
| Shares in abeyance (*) | ||||||||||
| Ordinary warrants | $ | |||||||||
| Total outstanding | ||||||||||
| (*) |
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STEAKHOLDER FOODS LTD
NOTE 4 – EVENTS DURING THE PERIOD
| A. | In January 2026, following the insolvency of Twine Solutions Ltd. (“Twine”), a former wholly-owned subsidiary of the Company, as of December 2025 Twine filed a request with the Central District Court of the State of Israel to receive an order to commence proceedings pursuant to the Israeli Insolvency and Financial Rehabilitation Law, 2018. The motion was granted, and the Court issued an order commencing insolvency proceedings on February 10, 2026. |
| B. | In January 2026, the Company entered into an amendment to the royalties and materials supply agreement with Wyler Farm dated May 12, 2024. Under the terms of the amendment, the Company agreed to purchase from Wyler Farm the raw materials previously acquired by Wyler for consideration of USD |
| C. | In January 2026, the Company entered into a lease agreement for office premises located in Ness Ziona, Israel. The lease term is approximately eighteen months and commenced during January 2026. The Company assessed the agreement under ASC 842 and determined it to be an operating lease. Accordingly, the Company recognized a right-of-use asset and a corresponding lease liability of approximately USD |
NOTE 5 – INVENTORY
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Raw materials | ||||||||
| Finished goods | ||||||||
The Company recorded an inventory write-off of $
NOTE 6 – ACCOUNT PAYABLES AND ACCRUALS
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued expenses | ||||||||
| Employee benefits | ||||||||
| Other | ||||||||
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STEAKHOLDER FOODS LTD
NOTE 7 – FAIR VALUE MEASUREMENT
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), that defines fair value and establishes a framework for measuring and disclosing fair value. The Company measures certain financial assets and liabilities at fair value based on applicable accounting guidance using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value.
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:
| Six months ended June 30, 2026 | ||||||||||||||||
| Fair value measurements using input type | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Financial Assets: | ||||||||||||||||
| Marketable securities | $ | $ | $ | $ | ||||||||||||
| * |
| Year ended December 31, 2025 | ||||||||||||||||
| Fair value measurements using input type | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Financial Assets: | ||||||||||||||||
| Marketable securities | $ | $ | $ | $ | ||||||||||||
The Company re-measured the asset using a Level 1 fair value measurement, as its prices are quoted in an active market.
ATMOA
The Company’s At-the-Market Offering Agreement (ATMOA), as described in Note 3B, is, in substance, a purchased call option over the Company’s own shares. Accordingly, the ATMOA has no substantial fair value until shares are sold under the agreement. Upon the sale of shares under the ATMOA, the difference between the cash proceeds received (net of transaction costs) and the closing price of the Company’s ordinary shares on the date of issuance is recognized as financing income or expense. As of June 30, 2026, the fair value of the ATMOA is
Fair value gain and losses arising from the ATMOA are measured with reference to the spot price of the Company’s shares sold, less consideration receivable from the ATMOA Investor.
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STEAKHOLDER FOODS LTD
NOTE 8 – SEGMENT REPORTING
The Company operates and manages its business as reportable and operating segment - development and sales of alternative proteins and 3D printing production machines.
To make operating decisions, the CODM examines, within each operational function, the payroll and employee benefits. The accounting policies of the development and sales of 3D printing production machines and plant-based products segment are the same as those described in the summary of significant accounting policies. The CODM does not examine the segment’s assets.
The following table presents the operations for the reportable segment during the six months ended June 30, 2026 and 2025 (in thousands):
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Research and development - Payroll and Employee benefits | ||||||||
| Marketing - Payroll and Employee benefits | ||||||||
| General and administrative - Payroll and Employee benefits | ||||||||
| Depreciation and amortization expenses | ||||||||
| Share-based compensation expenses | ||||||||
| Inventory write-down | ||||||||
| Other operating expenses (*) | ||||||||
| Total operating loss | ||||||||
| Loss (gain) from marketable securities | ( | ) | ||||||
| Interest income | ( | ) | ||||||
| Other financial expenses (income), net | ( | ) | ||||||
| Other expenses | ||||||||
| Loss for the year | ||||||||
| (*) |
NOTE 9 – SHARE-BASED COMPENSATION
The Company has adopted a share-based compensation plan, the 2022 Share Incentive Plan (the Plan), from which share-based compensation awards can be granted to employees, directors and consultants. As of June 30, 2026, there were
The Company has issued stock option, restricted share unit (RSU) and restricted share (RS) awards to management, other employees, consultants, and directors. These awards usually vest ratably over a three-year period and the option awards usually expire after a term of
RSUs represent the right to receive ADSs upon vesting and do not convey shareholder rights until settlement. RS awards represent issued shares that are subject to forfeiture until vested and generally convey shareholder rights, including voting and dividend rights, from the date of grant, subject to the terms of the applicable award agreements.
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STEAKHOLDER FOODS LTD
NOTE 9 – SHARE-BASED COMPENSATION (CONT.)
The fair value of the Company’s stock options granted to a consultant for the six months ended June 30, 2026 was estimated using the following assumptions:
| 2026 | ||
| Expected volatility | ||
| Risk free interest rate | ||
| Expected dividend | ||
| Expected term (in years) |
The expected volatility was determined on the basis of a weighted-average share price volatility of the Company, for a period equal to the share options expected terms. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. Share price was determined according to quoted share prices on Nasdaq.
Transactions related to employees, directors, and consultants options granted under the Company’s options plan during the six months ended June 30, 2026 were as follows:
Number of options | Weighted average exercise price (USD) | Weighted average remaining contractual term (in years) | Aggregate Intrinsic Value (USD) | |||||||||||||
| Outstanding at January 1, 2026 | ||||||||||||||||
| Granted | ||||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Outstanding at June 30, 2026 | ||||||||||||||||
| Vested and expected to vest at end of period | ||||||||||||||||
| Exercisable at June 30, 2026 | ||||||||||||||||
Transactions related to restricted share units (RSUs) during the six months ended June 30, 2026, were as follows:
Number of RSU | Weighted average grant date (USD) | |||||||
| Outstanding at January 1, 2026 | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Outstanding at June 30, 2026 | ||||||||
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STEAKHOLDER FOODS LTD
NOTE 9 – SHARE-BASED COMPENSATION (CONT.)
Transactions related to restricted stocks (RSs) during the six months ended June 30, 2026, were as follows:
| Number of RS | Weighted average grant date (USD) | |||||||
| Outstanding at January 1, 2026 | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Outstanding at June 30, 2026 | ||||||||
The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the six months ended June 30, 2026 and 2025 amounted to approximately USD
NOTE 10 - BASIC AND DILUTED NET LOSS PER ORDINARY SHARE
A reconciliation of net loss available to ordinary shareholders and the number of shares in the calculation of basic and diluted loss per share is as follows (in thousands, except share and per share amounts):
Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss attributable to ordinary shareholders | ||||||||
| Weighted-average shares used in computing net loss per share, basic and diluted | ||||||||
| Net loss per share, basic and diluted | ||||||||
In computing diluted loss per share for the six months ended June 30, 2026 and 2025, no account was taken of the potential dilution that could occur upon the exercise of warrants, or securities granted under employee share incentive plans, amounting to
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STEAKHOLDER FOODS LTD
NOTE 11 – RELATED PARTY BALANCES AND TRANSACTIONS
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). In the six months ended June 30, 2026 and 2025, the Company incurred net expenses of USD
In March 2026, the Company entered into an agreement to sublet of office and meeting room space from Kaiser Kaufman law firm in Ramat Gan, Israel at an annual rate of approximately USD
NOTE 12 – SUBSEQUENT EVENTS
| A. | On July 27, 2026, the Company effected an adjustment to the ratio of ordinary shares to ADSs. For more details regarding the adjustment to the ratio of ordinary shares to ADSs and the related retrospective adjustment of share and per share amounts, see Note 3A. |
| B. | In July 2026, the Company issued |
| C. | Subsequent to the balance sheet date, warrant holders exercised investor warrants in an aggregate amount of approximately $ |
| D. | On July 31, 2026, the Company entered into a securities purchase agreement with an accredited investor in a private placement financing. Under the agreement, the Company agreed to issue pre-funded warrants to purchase up to |
The offering closed on August 3, 2026. Gross proceeds were approximately $
The pre-funded warrants are immediately exercisable at an exercise price of $
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