SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No.__)*
(Name of Issuer)
American Depositary Shares, each representing
|
583435102**
|
ten ordinary shares, no par value per share |
M6S89X179***
|
(Title of class of securities)
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(CUSIP number)
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Tel Aviv, 61250 Israel
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 22, 2022
(Date of Event Which Requires Filing of this Statement)
(Page 1 of 10 Pages)
1
|
NAME OF REPORTING PERSON: Shimon Cohen(1)
I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): |
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☒ |
3
|
SEC Use Only
|
4
|
SOURCE OF FUNDS:
WC |
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER:
305,616(2) |
8
|
SHARED VOTING POWER:
0 |
|
9
|
SOLE DISPOSITIVE POWER:
305,616(2) |
|
10
|
SHARED DISPOSITIVE POWER:
0 |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
305,616(2) |
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.42%(3) |
14
|
TYPE OF REPORTING PERSON:
IN |
(1) |
Shimon Cohen is the sole owner, manager and shareholder of (i) S.C. Ma’agarei Enosh Ltd., (ii) Reshet Bitachon Ltd. and (iii) Ma’agarim Proyektim Ltd., each of which entities holds such number of securities of Steakholder Foods Ltd. (the “Issuer”)
as detailed herein.
|
(2) |
Represents American Depositary Shares (“ADS”) beneficially owned by the Reporting Person, whereby each ADS represents ten (10) ordinary shares, no par value (the “Ordinary Shares”) of the Issuer.
|
(3) |
The percentage set forth in row (13) is based on 126,529,870 Ordinary Shares of the Issuer as of June 22, 2022, pursuant to the disclosure in the Issuer’s 424(b)(5) prospectus supplement filed with the Securities and Exchange Commission on
July 1, 2022.
|
(Page 2 of 10 Pages)
1
|
NAME OF REPORTING PERSON: S.C. Ma’agarei Enosh Ltd. (1)
I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): |
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☒ |
3
|
SEC Use Only
|
4
|
SOURCE OF FUNDS:
WC |
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2€:
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER:
437,245(2) |
8
|
SHARED VOTING POWER:
0 |
|
9
|
SOLE DISPOSITIVE POWER:
437,245(2) |
|
10
|
SHARED DISPOSITIVE POWER:
0 |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
437,245(2) |
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.46%(3) |
14
|
TYPE OF REPORTING PERSON:
CO |
(1) |
Shimon Cohen is the sole owner, manager and shareholder of S.C. Ma’agarei Enosh Ltd., and is therefore the beneficial owner of the securities of the Issuer held by S.C. Ma’agarei Enosh Ltd.
|
(2) |
Represents ADSs beneficially owned by the Reporting Person, whereby each ADS represents ten (10) Ordinary Shares of the Issuer.
|
(3) |
The percentage set forth in row (13) is based on 126,529,870 Ordinary Shares of the Issuer as of June 22, 2022, pursuant to the disclosure in the Issuer’s 424(b)(5) prospectus supplement filed with the Securities and Exchange Commission on
July 1, 2022.
|
(Page 3 of 10 Pages)
1
|
NAME OF REPORTING PERSON: Reshet Bitachon Ltd. (1)
I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): |
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☒ |
3
|
SEC Use Only
|
4
|
SOURCE OF FUNDS:
WC |
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER:
222,068(2) |
8
|
SHARED VOTING POWER:
0 |
|
9
|
SOLE DISPOSITIVE POWER:
222,068(2) |
|
10
|
SHARED DISPOSITIVE POWER:
0 |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
222,068(2) |
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.76%(3) |
14
|
TYPE OF REPORTING PERSON:
CO |
(1) |
Shimon Cohen is the sole owner, manager and shareholder of Reshet Bitachon Ltd., and is therefore the beneficial owner of the securities of the Issuer held by Reshet Bitachon Ltd.
|
(2) |
Represents ADSs beneficially owned by the Reporting Person, whereby each ADS represents ten (10) Ordinary Shares of the Issuer.
|
(3) |
The percentage set forth in row (13) is based on 126,529,870 Ordinary Shares of the Issuer as of June 22, 2022, pursuant to the disclosure in the Issuer’s 424(b)(5) prospectus supplement filed with the Securities and Exchange Commission on
July 1, 2022.
|
(Page 4 of 10 Pages)
1
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NAME OF REPORTING PERSON: Ma’agarim Proyektim Ltd. (1)
I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): |
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☒ |
3
|
SEC Use Only
|
4
|
SOURCE OF FUNDS:
WC |
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Israel |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER:
252,603(2) |
8
|
SHARED VOTING POWER:
0 |
|
9
|
SOLE DISPOSITIVE POWER:
252,603(2) |
|
10
|
SHARED DISPOSITIVE POWER:
0 |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
252,603(2) |
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.00%(3) |
14
|
TYPE OF REPORTING PERSON:
CO |
(1) |
Shimon Cohen is the sole owner, manager and shareholder of Ma’agarim Proyektim Ltd., and is therefore the beneficial owner of the securities of the Issuer held by Ma’agarim Proyektim Ltd.
|
(2) |
Represents ADSs beneficially owned by the Reporting Person, whereby each ADS represents ten (10) Ordinary Shares of the Issuer.
|
(3) |
The percentage set forth in row (13) is based on 126,529,870 Ordinary Shares of the Issuer as of June 22, 2022, pursuant to the disclosure in the Issuer’s 424(b)(5) prospectus supplement filed with the Securities and Exchange Commission on
July 1, 2022.
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(Page 5 of 10 Pages)
Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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a. |
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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b. |
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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c. |
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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d. |
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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e. |
Any material change in the present capitalization or dividend policy of the Issuer;
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f. |
Any other material change in the Issuer’s business or corporate structure;
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g. |
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;
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h. |
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
i. |
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
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j. |
Any action similar to any of those enumerated above.
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(Page 6 of 10 Pages)
Item 5.
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Interest in Securities of the Issuer.
|
i. |
305,616 ADSs held by Mr. Cohen in his individual capacity;
|
ii. |
437,245 ADSs held indirectly by Mr. Cohen through S.C. Ma’agarei Enosh Ltd., an entity of which Mr. Cohen is the sole owner, manager and shareholder;
|
iii. |
222,068 ADSs held indirectly by Mr. Cohen through Reshet Bitachon Ltd., an entity of which Mr. Cohen is the sole owner, manager and shareholder; and
|
iv. |
252,603 ADSs held indirectly by Mr. Cohen through Ma’agarim Proyektim Ltd., an entity of which Mr. Cohen is the sole owner, manager and shareholder.
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(Page 7 of 10 Pages)
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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(Page 8 of 10 Pages)
SHIMON COHEN
By: /s/ Shimon Cohen —————————————— Shimon Cohen September 22, 2022 |
(Page 9 of 10 Pages)
Trade Date (Entity Acquiring ADSs)
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ADSs
Purchased
|
Price Per
ADS
|
||||||
September 12, 2022
|
1,700
|
$
|
3.60
|
|||||
September 13, 2022
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2,000
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$
|
3.60
|
|||||
September 14, 2022
|
5,300
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$
|
3.40
|
|||||
September 16, 2022
|
5,300
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$
|
3.60
|
|||||
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||||||||
Total
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14,300
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(Page 10 of 10 Pages)